/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210302.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 2, 2021, Vol. 25, No. 60 Headlines 5 STAR PROPERTY: Cody Buying Winter Haven Property for $375K 5 STAR PROPERTY: Rivers Buying Winter Haven Property for $190K 53 STANHOPE: Confirmation of Amended Joint Chapter 11 Plan Denied 96 WYTHE: Seeks Use of Cash Collateral ALTRA MORTGAGE: $10K Sale of Assets to PRH, Subject to Overbid OK'd AMERICAN LIMOUSINE: Gets Cash Collateral Access on Final Basis ANTARA SYSTEMS: Has Deal on Cash Collateral Access ARETE LAND: Lodge Buying Groups of Parcels for $5.92 Million ARETE LAND: March 25 Hearing on Sale of Groups of Parcels to Lodge ARTISAN BUILDERS: Equity Buying Phoenix Property for $255K Cash ASAIG LLC: Files Supplemental Notice of Intent to Assume Contracts ASTRIA HEALTH: Emerging From Bankruptcy Financially Stronger AVERY ASPHALT: Seeks Cash Collateral Access AVIANCA HOLDINGS: Moody's Gives Ba3 Rating on $1.2B DIP Term Loan B-LINE CARRIERS: March 4-11 Online Auction of Equipment via Moecker BAY HARBOR: Hearing on $28.5M Sale of High View Ranch on March 22 BAY HARBOR: March 22 WebEx Hearing on Sale of High View Ranch BAY HARBOR: RREAF Holdings Buying High View Ranch for $28.5 Mil. BENJA INCORPORATED: Chapin's Motion to Stay Proceedings Granted BLUE EAGLE: Turnipseeds Buying Forse's Gadsden Property for $275K BRADLEY RAY FOX: Chang & Lee Buying Santa Ana Property for $2.9M BRAZOS ELECTRIC: Co-Op Files for Chapter 11 After $2.1-Bil. Bill CHATTANOOGA MERCANTILE: Court Denies Assumption of Lease CHEETAH RENTALS: Creditors to Get Paid from Future Income CHENIERE ENERGY: S&P Rates $1BB Senior Unsecured Notes 'BB' CIELO VISTA: Plan Depends on Outcome of Adversary Proceeding COMPASS GROUP: S&P Alters Outlook to Stable, Affirms 'B+' ICR CORSAIR GAMING: S&P Upgrades ICR to 'BB-' on Stronger Performance COUNTRY FRESH: Auction of Substantially All Assets Set for March 22 CPI CARD: S&P Places 'CCC+' ICR on Watch Positive on Refinancing DON & SON: Seeks Court Approval to Hire Accountant DOS POTRILLOS: Unsecured Creditors to Be Paid in Full in Plan EASTERN NIAGARA: Diamond Medical Buying Newfane Property for $800K EDGEWELL PERSONAL: S&P Rates New $500MM Senior Unsecured Notes 'BB' EVEN STEVENS: United States Trustee Says Plan Deficient FLORIDA TILT: Has Cash Collateral Access on Interim Basis FOCUS FINANCIAL: S&P Assigns 'BB-' ICR, Outlook Stable FREEMAN HOLDINGS: Seeks to Amend Order Approving Property Sale FREEMAN MOBILE: May Use Woodforest National Bank's Cash Collateral FRONTERA HOLDINGS: Seeks to Tap Kirkland & Ellis as Legal Counsel FRONTERA HOLDINGS: Seeks to Tap PJT Partners as Investment Banker FRONTERA HOLDINGS: Taps Alvarez & Marsal as Financial Advisor GALICIAPOKE LLC: SEL Buying Orlando Personal Property for $27K GATEWAY HOSPITALITY: Plan Depends on Adversary Proceeding's Outcome GEORGE ANDREW SPRAGUE: Selling 1% Interest in Gas Holdings for $75K GORDON BROTHERS: Seeks Extension of Cash Collateral Access GULFPORT ENERGY: To Seek Plan Confirmation on April 7 HARBOUR AIRCRAFT: S&P Places 'BB+' Rating on A Notes on Watch Neg. HENRY HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR IMERYS TALC: Court Gives Guidance on Common Interest Doctrine INTEGER HOLDINGS: S&P Affirms 'B+' ICR on Debt Reduction INTERSTATE COMMODITIES: Seeks to Hire Crowe LLP as Accountant IRONSIDE LLC: Says Lubechem's Trustee Bid to Delay Plan Filing JDFIU HOGAN: Amends UMB Treatment in Plan KNOTEL INC: Court Gives Final Approval to $40.8-Mil. DIP Loan KNOTEL INC: Files Notice of March 12 Auction of All Assets L&M RETAIL: Granted Cash Collateral Access on Interim Basis LESLIE'S POOLMART: S&P Assigns 'B+' Rating on $810MM Term Loan B LEWIS E. WILKERSON, JR.: Selling Prince Edward Property for $525K LIONS LOGISTICS: Files for Chapter 7 Liquidation LOUISIANA-PACIFIC CORP: S&P Rates $350MM Sr. Unsecured Notes 'BB+' LOVES FURNITURE: Procurri Buying Excess Technology Assets for $168K M.E. SMITH: Cash Collateral Moot as Case Dismissed MAJESTIC HILLS: Wants Plan Exclusivity Extended Thru May 17 MARLEY STATION: Gets Cash Collateral Access Thru March 31 MARSHALL BROADCASTING: Plan of Reorganization Confirmed by Judge MASON BUILDERS: Seeks to Hire Mike Gurkins as Real Estate Broker MEDICAL ASSOCIATES: Objection to Sale of All Assets Due March 10 MICHAEL FELICE: To Seek Plan Confirmation on April 8 MOBITV INC: Files for Chapter 11 Bankruptcy NMG REALTORS: Seeks Court Approval to Hire Bankruptcy Attorney NOSCE TE IPSUM: Court Approves Disclosure Statement ONEMAIN HOLDINGS: S&P Affirms 'BB-' ICR, Outlook Stable OWENS & MINOR: S&P Alters Outlook to Positive, Affirms 'B+' ICR PALM BEACH BRAIN: April 6, 2021 Hearing on Disclosure Statement PARAMOUNT INVESTING: Unsecured Class Will Get 50% in Plan PATRICIAN HOTEL: Exclusive Plan Filing Period Extended to April 2 PERFORMANCE AIRCRAFT: Seeks to Hire Golan Christie as Legal Counsel PIERCE CONTRACTORS: Plane Crash Settlement to Fund Plan POINT LOOKOUT: Patrick Craig Buying Ridge Property for $1.1 Million PORTERS NECK COUNTRY CLUB: 4 Counts of PNL Complaint Dismissed POST HOLDINGS: Moody's Assigns B2 Rating to $1.8BB Unsecured Notes PROSPECT-WOODWARD: Nonprofit Searches Buyer, May Declare Bankruptcy R & R TRUCKING: 2nd Amended Plan Should Be Confirmed, Court Says RAMEN CONCEPTS 1: Seeks to Hire Rayburn Cooper as Legal Counsel RENOVATE AMERICA: February 26 Auction of All Benji Assets Canceled ROLLS BROS: Court Approves Disclosure Statement ROYAL CARIBBEAN: S&P Downgrades ICR to 'B', Outlook Negative RUSSO REAL ESTATE: Wants to Use Frost Bank Cash Collateral SANG H. SHIN: Files Emergency Bid to Use Cash Collateral SEADRILL LIMITED: March 9 Hearing on Continued Cash Collateral Use SHELTON BROTHERS: March 25 Hearing on Auction of Brewing Equipment SHELTON BROTHERS: Proposes Online Auction of Brewing Equipment SHILOH INDUSTRIES: Seeks April 27 Plan Filing Period Extension SHINKUCASI LLC: Has Cash Collateral Access Thru May 31 STEAK N SHAKE: S&P Places 'CCC-' ICR on CreditWatch Positive SUPERIOR AMERIHOST: Unsecured Creditors to Get 20% in 10 Years TAKATA CORP: Court Allows Alternative Service to MSI TEA OLIVE: R.P. Acquisition Buying All Remaining Assets for $1.75M THREESQUARE LLC: Matador Solar Says Disclosure Statement Deficient TRAXIUM LLC: Has Cash Collateral Access Until April 11 TRISTAR LOGGING: Unsecureds to Get Paid from Ongoing Revenue TTK RE ENTERPRISES: Gets Cash Collateral Access Thru June 1 VALLEY FARM: Has Deal with Lenders on Cash Collateral Access VERICAST CORP: S&P Affirms 'CCC+' ICR, Outlook Stable VINCENT GALANO, JR: Zakheims Buying Property in Lee for $850K WANSDOWN PROPERTIES: No Disproportionate Forfeiture, Court Says WEWORK COMPANIES: Adam Neumann in Settlement Talks With Softbank WILDFIRE INC: Asks Court for Authority to Use Cash Collateral WOLVERINE WORLD: S&P Alters Outlook to Stable, Affirms 'BB' ICR YACHT CLUB: $1-Mil. Sale of Condominium Assets in Branson Approved YARBROUGH HOSPITALITY: Plan Depends on Outcome of Litigation [*] Bipartisan Bill Will Extend Bankruptcy Relief Until March 2022 [*] Gina Intrepido-Bowden Promoted to JND Legal Administration VP [*] JND Legal Inducted Into NY Law Journal Hall of Fame [^] Large Companies with Insolvent Balance Sheet ********* 5 STAR PROPERTY: Cody Buying Winter Haven Property for $375K ------------------------------------------------------------ 5 Star Property Group, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 4130 Country Club Road South, in Winter Haven, Florida, more particularly described as The Lakes of Region PB 100 PGS 25 & 26 Lot 31, to Shanell Cody for $375,000. The Property is not the Debtor's homestead. On Feb. 18, 2021, the Debtor executed an "As Is" Commercial Contract for Sale and Purchase through which it intends to sell the Real Property to the Purchaser for the sum of $375,000. The sale of the property is presently set to close on March 18, 2021. Upon information and belief, the only parties who may claim a lien against the Real Property are: Raymond Rairigh, Sr., in the approximate amount of $161,434.09 (Claim #12), the Polk County Tax Collector in the amount of $1,863.46, and Roger and Jeanie Fitzpatrick in the approximate amount of 30% of the net profits of any sale of the Real Property. All claims secured by the Real Property will be paid the full amount of their allowed claims at the closing of the sale. Through the instant motion, the Debtor is asking an order authorizing it to sell the Real Property free and clear of all liens, with valid and enforceable liens attaching to the proceeds of the sale. Taxes and ordinary closing costs, including broker's fees, will be paid at closing. The net sale proceeds, after payment of the secured claims and closing costs, will be held in trust by the Debtor's counsel until further order of the Court regarding the distribution of the net sale proceeds. The Debtor asks that the 14-day stay required under Bankruptcy Rule Section 6004(h) be waived, and that any order granting the motion is effective immediately upon entry. It asks for expedited hearing on the Motion. A copy of the Contract is available at https://tinyurl.com/vxsdkc3w from PacerMonitor.com free of charge. About 5 Star Property Group, Inc. 5 Star Property Group, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07801) on Oct. 20, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. 5 STAR PROPERTY: Rivers Buying Winter Haven Property for $190K -------------------------------------------------------------- 5 Star Property Group, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 2625 Avenue S NW, Winter Haven, Florida, more particularly described as Inwood Unit 3 PB 9 PG 7A 7B 7C S13/ 24 T28 R25 Lots 544 & 545, to Joe Rivers for $190,000. The Property is not the Debtor's homestead. On Feb. 5, 2021, the Debtor executed an "As Is" Commercial Contract for Sale and Purchase through which it intends to sell the Real Property to the Purchaser for the sum of $190,000. The sale of the property is presently set to close on March 23, 2021. Upon information and belief, the only parties who may claim a lien against the Real Property is DSRS, LLC, ("First Mortgager") in the approximate amount of $28,000, Raymond Rairigh, Sr. ("Second Mortgager") in the approximate amount of $118,360 (Claim #13), and the Polk County Tax Collector in the amount of $661. All claims secured by the Real Property will be paid the full amount of their allowed claims at the closing of the sale. Through the instant motion, the Debtor is asking an order authorizing it to sell the Real Property free and clear of all liens, with valid and enforceable liens attaching to the proceeds of the sale. Taxes and ordinary closing costs, including broker's fees, will be paid at closing. The net sale proceeds, after payment of the secured claims and closing costs, will be held in trust by the Debtor's counsel until further order of the Court regarding the distribution of the net sale proceeds. The Debtor asks that the 14-day stay required under Bankruptcy Rule Section 6004(h) be waived, and that any order granting the motion is effective immediately upon entry. It asks for expedited hearing on the Motion. A copy of the Contract is available at https://tinyurl.com/a9mxx42e from PacerMonitor.com free of charge. About 5 Star Property Group, Inc. 5 Star Property Group, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07801) on Oct. 20, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. 53 STANHOPE: Confirmation of Amended Joint Chapter 11 Plan Denied ----------------------------------------------------------------- Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York denied confirmation of the 53 Stanhope LLC and its affiliated Debtors' amended joint chapter 11 plan of reorganization. Judge Drain denied confirmation of the Debtors' Plan for the reason that Brooklyn Lender, LLC's claims against certain of the Debtors for default interest based on the maturity of the loans to those Debtors as well as against two Debtors based on the encumbrances permitted by those Debtors would give rise to claims that could not be rendered unimpaired by full cash payment under the Plan. The Court gave a lengthy oral ruling on December 17, 2020 regarding the request of each of the 18 debtors and debtors in possession herein for confirmation of their amended joint chapter 11 plan of reorganization and their related objection to a substantial portion of the proofs of claim filed in each of the cases by their primary secured creditor, Brooklyn Lender, LLC. In requesting confirmation of the Plan, the Debtors also sought a determination that the claims of the "Israeli Investors" — which comprise claims filed against the Debtors by (a) what the parties have referred to as the "Israeli Investor LLCs" and (b) individual investors in the Investor LLCs (the "Individual Israeli Investors") — should be subordinated under section 510(b) of the Bankruptcy Code, 11 U.S.C. Section 510(b), to the claims of the Debtors' other creditors. Class 6 of the Plan provides for such treatment. The Court's ruling only addressed the merits of those claims to the extent they were relevant to the feasibility of the Plan under section 1129(a)(11) of the Bankruptcy Code, 11 U.S.C. Section 1129(a)(11). The Debtors proposed to finance their exit from Chapter 11 with a loan from an entity known as Lightstone Capital. The exit loan proceeds would suffice to pay in full the claims of Brooklyn Lender in the amount of roughly $35.3 million. After paying allowed administrative expenses and general unsecured claims that the Plan also provides will be paid in full on the Plan's effective date — but not the payment of any cash on account of the Israeli Investors' claims, which the Plan contemplates satisfying, with equity interests in the applicable reorganized Debtors — the exit loan would leave the reorganized Debtors with approximately a $2 million cushion before consideration of Brooklyn Lender's claim for attorneys fees and expenses under section 506(b) of the Bankruptcy Code, 11 U.S.C. Section 506(b). Section 506(b)'s allowance of claims for attorneys fees and costs, as well as for allowance of postpetition interest notwithstanding the general rule, comes into play because the Debtors acknowledge that in each of their estates Brooklyn Lender is oversecured — that is, the value of its collateral exceeds the amount of its claim against each Debtor for unpaid principal and prepetition interest. Under section 506(b), Brooklyn Lender would have an entitlement, up to the value of its collateral, not only to the allowance of any unpaid postpetition interest, but also to reasonable attorneys' fees and expenses as provided in the various loan agreements that the Debtors entered into with Brooklyn Lender's assignor and the Debtors' original lender, Signature Bank. Even with the payment of reasonable attorneys fees and expenses, however, the Debtors contend that they would have a small surplus left over, including for interest payments under the Lightstone Capital loan after a lengthy interest payment holiday thereunder, and could service that loan or reduce it by refinancing or selling various of their properties at agreed-to release prices. Brooklyn Lender opposed the Debtors' objections to its claims and confirmation of the Plan, as have the Israeli Investors. The Plan is an unimpairment plan under section 1124(1) of the Bankruptcy Code because it provides for cash payment in full of the allowed claims against each Debtor's estate (except where a claimant has agreed to a lesser treatment). Section 1124(1) provides that a claim is impaired unless the plan "leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the holder of such claim or interest." Section 1126(f) of the Bankruptcy Code, provides that classes that are not impaired by a chapter 11 plan are deemed to have accepted it. "If, however, any Debtor lacks sufficient cash to pay Brooklyn Lender's ultimately allowed claims against it, the Plan cannot be confirmed with respect to such Debtor because Brooklyn Lender would be impaired and its votes in that Debtor's case would have to be counted, and, therefore, the Debtor would have to "cram down" the Plan over Brooklyn Lender's negative vote under section 1129(b) of the Bankruptcy Code — something that the Debtors have not tried to do — or the Plan would not be feasible as to such Debtor under section 1129(a)(11) of the Bankruptcy Code, which the Debtors appear to concede. Even if Brooklyn Lender's allowed claims exceed the amount of cash available only at certain of the Debtors, moreover, the Plan cannot be confirmed, because the Plan is a joint plan for all of the Debtors and does not provide for the Debtors' substantive consolidation. It also is the case that Lightstone Capital's exit financing cannot be disaggregated from all or substantially all of the Debtors. If the Israeli Investors' allowed claims cannot be subordinated under section 510(b) of the Bankruptcy Code and more cash is required to pay them than is provided for in the exit facility combined with the Debtors' other sources of cash, the Plan also cannot be confirmed unless amended to provide for such claims' impairment and cram down, again something that the Debtors have not sought," Judge Drain explained. Judge Drain said that "the fundamental dispute between the Debtors and Brooklyn Lender is over the amount of the interest component of Brooklyn Lender's claims, both with respect to claims for pre-bankruptcy, or prepetition interest and claims for postpetition, or pendency interest, i.e. interest accruing after the bankruptcy petition date and before confirmation and the effective date of the Plan. The Debtors contend that both pre- and postpetition interest should be allowed on Brooklyn Lender's claims at the non-default contract rate, which, because they have consistently paid that interest, would mean that any further claims by Brooklyn Lender for unpaid interest would be disallowed. Brooklyn Lender, to the contrary, contends that it has an allowed claim for a substantial amount of unpaid default rate interest, accrued both pre- and postpetition. Brooklyn Lender's non-default rate varies among the Debtors, between 3.625 percent and 4.35 percent, whereas the default rate under the loan documents is 24 percent. Moreover, Brooklyn Lender has asserted certain defaults against each Debtor that the parties agree — if default interest is enforceable — would start the accrual of such interest from the making of each loan. The monetary spread between the parties' positions therefore is huge; indeed, Brooklyn Lender's claims including its claims to default interest are more than double the amount that the Debtors assert." Judge Drain goes on to say that "although the spread here between non-default and default interest is significant, I would not view the parties' default rate, standing on its own, as an unenforceable penalty for purposes of section 506(b)... I do not accept some courts' logic of finding a penalty based on an analysis of what would be a 'reasonable profit' for a defaulted loan. To do so would unduly curtail the ability to sell defaulted loans, which might cause lenders to overprice pre-default interest and lead courts to reduce claims based on what the claimant paid for the loan, a proposition disavowed as early as Hamilton's First Report on the Public Credit. Here, each of the Debtors is solvent, at least based on the Debtors' claims calculations. On the other hand, if Brooklyn Lender's claims are allowed in full, most, if not all, of the Debtors will become insolvent, the Debtors will be unable to confirm the Plan and, more importantly, unless they find additional, materially greater financing, which appears unlikely, most, if not all, of the Debtors would either have the automatic stay lifted as to their underlying properties or liquidate either in Chapter 11 or in converted cases under Chapter 7 of the Bankruptcy Code. If Brooklyn Lender's claimed default interest were allowed in full, therefore, it appears that some, if not all, of the Debtors would not receive a fresh start. In addition, based on the evidence before me in connection with the best interest analysis of the Plan under section 1129(a)(7) of the Bankruptcy Code, unsecured creditors of most, if not all, of the Debtors would not be paid in full." Addressing the Plan's treatment of the Israeli Investors, Judge Drain held that "by its plain terms the Plan does not provide for substantive consolidation of the Debtors' estates. The only basis for the Israeli Investors' contention to the contrary was that the proposed exit loans were cross collateralized, but that does not equate with substantive consolidation, just as cross-collateralization of DIP loans under section 364 of the Bankruptcy Code, 11 U.S.C. 364, does not result in substantive consolidation... the Plan in fact satisfies section 1129(a)(7) of the Bankruptcy Code with the exception of one Debtor, 106 Kingston, which the Debtors' counsel conceded would be separately carved out from the Lightstone Capital exit facility, at which point that Debtor also would satisfy section 1129(a)(7). Finally, the Debtors have a pending objection to the Israeli Investors' claims, which the Israeli Investors have not sought to be temporarily allowed for voting purposes. Assuming, consistent with my ruling, that the Debtors are not able to subordinate all of the Israeli Investors' claims on this record under section 510(b) of the Bankruptcy Code, the Israeli Investors therefore nevertheless are not allowed to vote on the Plan as Class 4 (General Unsecured) Claims." The case is In re: 53 STANHOPE LLC, et al., Chapter 11, Debtors, Case No. 19-23013-rdd (Jointly Administered) (Bankr. S.D.N.Y.). A full-text copy of the Modified Bench Ruling on Confirmation of the Debtor's Amended Joint Chapter 11 Plan of Reorganization, dated February 19, 2021, is available at https://tinyurl.com/ywrms2w5 from Leagle.com. 53 Stanhope LLC and its affiliated Debtors are represented by: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Tel: (212) 593-1100 Email: mfrankel@bfklaw.com - and - Andrea J. Caruso, Esq. ABRAMS, FENSTERMAN, FENSTERMAN, EISMAN, FORMATO, FERRARA, WOLF & CARONE, LLP 1 MetroTech Center, Suite 1701 Brooklyn, NY 11201 Tel: (718) 215-5300 Email: acaruso@abramslaw.com Brooklyn Lender, LLC is represented by: Jennifer Recine, Esq. Andrew Glenn, Esq. KASOWITZ BENSON TORRES LLP 1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Email: jrecine@kasowitz.com The Israeli Investors are represented by: Melissa Pena, Esq. NORRIS MCLAUGHLIN, P.A. Times Square New York, NY 10036 Tel: (917) 369-8847 Email: mapena@norris-law.com About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-22285) on Feb. 21, 2019. Its case is not jointly administered with those of the Debtors. Backenroth Frankel also serves as counsel to 73 Empire Development. 96 WYTHE: Seeks Use of Cash Collateral -------------------------------------- 96 Wythe Acquisition LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral on an interim basis in accordance with its budget and provide Lender Benefit Street Operating Partnership, L.P. with adequate protection. The Debtor owns and operates the Williamsburg Hotel located at 96 Wythe Avenue, Brooklyn, New York. The Debtor requires the use of cash collateral to pay operating expenses and maintain the hotel. The hotel is operating on a limited basis as a result of the COVID-19 pandemic and has limited revenue. On December 13, 2017, the Debtor borrowed $68 million from Benefit Street Operating Partnership, L.P. under a loan agreement to construct the Hotel. The Loan was subsequently assigned to BSPRT 2018-FL3 Issuer, Ltd. The Debtor's financial problems pre-date the COVID-19 pandemic. They arose from the Mortgagee's misconduct in: (i) denying that the Debtor had completed construction; (ii) the Lender's consequent demands for additional interest as a result thereof; and (iii) the Lender's ultimate filing of a foreclosure complaint. Lender's actions obstructed the Debtor's ability to refinance the Loan. Constantino Sagonas, was appointed temporary receiver for the Hotel in the Foreclosure Action. The Receiver is in poor health and a motion was made in the Foreclosure Action to relieve him of control. Upon the filing of the bankruptcy case, the Receiver has agreed to cooperate in transferring control of the accounts he maintained to the Debtor. The Debtor's day to day operations are managed by a hotel manager which has managed the business throughout Mr. Sagonas' appointment, as directed by the Court in the Foreclosure Action. The Debtor intends to maintain the status quo with no change in day-to-day management. The COVID-19 pandemic and the attendant travel restrictions and quarantine requirements beginning in March 2020 had an immediate impact on the hospitality industry as a whole and caused the Hotel to shut down operations entirely for a period of time. The Debtor has reopened and employs 80 workers. On February 24,2021, the Mortgagee consented to the Debtor's payment of payroll on February 25 for certain employees for pre-petition services, but denied payment of payroll for six selected employees. The Unpaid Employees are critical to the Debtor's operations. The Unpaid Employees prepared the Budget for the motion and the payroll information necessary to make payroll. The Debtor submits that the Unpaid Employees' compensation is low by industry standards and their retention by the third-party disinterested receiver during the course of the receivership indicates that any concern the Mortgagee may have arising from their relationship to the Debtor's management is unfounded. In addition to the amounts sought in the projections, the Debtor seeks authority to pay the Unpaid Employees for their pre-petition for the one week pay period that ended on February 21, in the same manner as all other employees. At the time of the financing of the Property, there was a substantial equity cushion. Since the valuation of the Debtor's assets is subject to later determination by the Court, the Debtor proposes that it will use the Lender's Cash Collateral to maintain the value of the Property though payment of the normal monthly operating expenses substantially in accord with the Budget, maintain the cash it collects over and above its expenditures in its debtor in possession account pending further order of the Court, and to the extent that the Lender does not have a post-petition security interest in the Debtor's post-petition assets, grant the Lender a security interest in such assets to the extent of any diminution of Cash Collateral. A copy of the motion and the Debtor's budget through the week of May 21 is available for free at https://bit.ly/301XnTT from PacerMonitor.com. 96 Wythe Acquisition LLC 96 Wythe Acquisition LLC is a privately held company whose principal property is located at 96 Wythe Ave, Brooklyn, NY 11249. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on February 23, 2021. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed $0 in assets and $79,990,206 in liabilities. Judge Robert D. Drain oversees the case. BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, is the Debtor's counsel. ALTRA MORTGAGE: $10K Sale of Assets to PRH, Subject to Overbid OK'd ------------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California authorized Altra Mortgage Capital, LLC's bidding procedures in connection with the sale of assets to PRH Capital, LLC for $10,000, under the terms of the Asset Purchase Agreement subject to overbid. The Assets to be sold consists of the following intellectual property: (a) the two Trademarks: (i) ALTLOAN and (ii) NOREDTAPE; (b) the Three Domain Names: (i) altloan.com; (ii) noredtape.com; (iii) altapp.com, including websites and marketing materials and social media assets for them; (c) the Real Estate Investors and Mortgage Brokers and Pricing Database; (d) the web based, front-end Loan Pricing Software; and (e) all of the goodwill relating to the Purchased Assets. A hearing on the Motion was held on Feb. 18, 2021, at 1:30 p.m. The Assets are sold free and clear of all Liens. The proposed Bidding Procedures are approved. The 14-day waiting period set forth in Bankruptcy Rule 6004(h) is waived. A copy of the Bidding Procedures is available at https://tinyurl.com/4cat24fb from PacerMonitor.com free of charge. Altra Mortgage Capital, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 1:20-bk-11653-VK) on Sept. 10, 2020. AMERICAN LIMOUSINE: Gets Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized American Limousine LLC to use cash collateral on a final basis in accordance with the terms of the Final Order and the Budget. The Debtor acknowledges that M&T Bank has, as of the Petition Date, a valid, binding, perfected, and enforceable first priority lien and security interest in substantially all assets of the Debtor, in the principal amount of $2,130,197.05, as of the Petition Date, together with accrued interest, fees and costs. As adequate protection for use of Cash Collateral, M&T Bank is granted additional and replacement valid binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens on all property. The Adequate Protection Liens are subordinate only to valid, perfected, unavoidable and enforceable liens existing as of the Petition Date that are senior in priority to the pre-petition liens of M&T Bank. M&T Bank will also have an allowed superpriority administrative expense claim senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code, whether in this proceeding or in any superseding proceeding. The replacement liens and security interests granted are automatically deemed perfected upon entry of the Final Order without the necessity of M&T Bank taking possession, filing financing statements, mortgages or other documents. The Debtor is directed to make adequate protection interest payments to M&T Bank in the monthly amount of $5,000. The Debtor is authorized and directed to pay up to $15,000 per month within seven days of presentment of an invoice to the Debtor describing in customary detail the reasonable and documented fees and expenses of M&T Bank, whether incurred before or after the Petition Date. Any unused portion of the Monthly Fee Cap will be available for payment of M&T Bank's fees and expenses for any subsequent month. A copy of the Order and the Debtor's budget through the week of April 22 is available for free at https://bit.ly/3q50zsv from PacerMonitor.com. About American Limousine LLC American Limousine LLC operates in the taxi & limousine services industry. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 21-10121 on January 8, 2021. In the petition signed by Michael Fogarty, president, the Debtor disclosed $540,528 in assets and $14,371,280 in liabilities. Judge Stacey L. Meisel oversees the case. Dean G. Sutton, Esq. represents the Debtor as legal counsel. ANTARA SYSTEMS: Has Deal on Cash Collateral Access -------------------------------------------------- Antara Systems, LLC d/b/a Jimdi Plastics, TCF National Bank, and Jimdi Receivables, Inc. have advised the U.S. Bankruptcy Court for the Western District of Michigan that they have reached an agreement regarding Antara Systems' use of cash collateral and now desire to memorialize the terms of this agreement into an Agreed Order. The Debtor is in immediate need of an Order authorizing the use of cash collateral in order to sustain its operations and preserve its assets for the benefit of the estate and the creditors. The parties agree that TCF and Jimdi Receivables have perfected their respective security interests in the personal property of Debtor, including accounts and deposit accounts prior to the Petition Date. The parties authorize the Debtor to use the Cash Collateral in the amount of $42,015, for the purpose of making its ongoing scheduled payroll to its employees on February 24, on an interim basis only until a final hearing on use of cash collateral or until the date the stipulated order becomes a final order. They reserve all rights to object to any request by the Debtor for final authority to use the Cash Collateral. The Parties reserve all rights to (i) object or contest the use of cash collateral; (ii) seek adequate protection for its interest in the Cash Collateral, including, but not limited to, continuing or replacement liens and/or periodic payments; (iii) contest the propriety of the inclusion of the Cash Collateral in the bankruptcy estate, to the extent the Parties purchased and own said Cash Collateral; and (iv) any and all other rights. The Parties are granted replacement liens in cash received by the Debtor post-petition in the same priority, validity and extent as existed in all Cash Collateral expended. A copy of the stipulation is available for free at https://bit.ly/2ZP2wi5 from PacerMonitor.com. About Antara Systems, LLC d/b/a Jimdi Plastics Antara Systems, LLC dba Jimdi Plastics was founded in 1997 to produce a proprietary flooring system used in the agricultural industry with anticipation of doing custom injection molding for other customers. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 21-00427) on February 21, 2021. In the petition signed by Reed E. Lawrie, managing member, the Debtor disclosed up to $2,112,129 in assets and up to $4,392,696 in liabilities. Judge Scott W. Dales oversees the case. A. Todd Almassian, Esq. at KELLER & ALMASSIAN, PLC is the Debtor's counsel. Jimdi Receivables, Inc., as creditor, is represented by Tim Hoesch as corporate counsel. TCF National Bank, as secured creditor, is represented by Douglas C. Bernstein as corporate counsel. ARETE LAND: Lodge Buying Groups of Parcels for $5.92 Million ------------------------------------------------------------ Arete Land Co., LLC, asks the U.S. Bankruptcy Court for the District of Utah to authorize the sale of the parcels in groups as set forth in Schedule B to The Lodge at Bear Lake, LLC for $5.916 million. Among other things, the Debtor is in the business of buying and selling real estate for development, particularly in the area of Bear Lake, Utah. On Jan. 15, 2016, the Debtor entered into a Real Estate Purchase Contract for Land ("REPC") with Lodge. In accordance with paragraph 2.2(b) of the REPC, the Debtor was authorized to purchase the parcels in groups as set forth in Schedule B: Purchase Price for Parcel Groups and Take Down Order Option attached to the REPC at p.16. The Debtor chose and has exercised purchase Option A of Schedule B. From Jan. 15, 2016 through Jan. 20, 2017, WEP paid the Debtor $1.5 million for the parcels in Group A, which funds were delivered to the Lodge. Accordingly, the purchase price was paid by WEP and, after the Lodge released its lien on those parcels, the Debtor conveyed the parcels in Group A to WEP. WEP used the parcels in Group A to build the first phase of The Water's Edge Resort in Bear Lake. The Debtor operates two of its DBA's (Bear Lake Surf Club and Bear Lake Candy Co.) out of the Resort. From June 2, 2017, through Dec. 1, 2019, WEP paid the Debtor another $1.5 million for the parcels in Group B, which funds were also delivered to the Lodge. On Feb. 21, 2020, the Lodge released its lien on and reconveyed the parcels in Group B to the Debtor. Accordingly, there are no liens on the parcels in Group B. Hickman Land Title Co. was to prepare and file the Deed to convey the parcels in Group B to WEP. The Debtor and WEP expected that the conveyance to WEP would have been done in the ordinary course of business. It was anticipated that the construction on the next phase of the Resort development would have commenced in the summer of 2020. Unfortunately, because of the Covid 19 pandemic, the start of phase 2 of the Resort development had to be postponed until the spring of 2021. For nearly one year after the Lodge released its lien and reconveyed the parcels in Group B to the Debtor, WEP was working with the lender to secure construction loan financing so that WEP could develop the next phase of the Resort. On the Petition Date, the Debtor commenced a voluntary case under Subchapter V of Chapter 11 of the Bankruptcy Code. On Feb. 10, 2021, the Debtor and WEP were informed that the title to the parcels in Group B were still held in the Debtor's name and had not been conveyed to WEP, as the Debtor and WEP had anticipated. The construction of the next phase of the Resort development is essential to the Debtor's ongoing business and cannot be commenced until the title to the parcels in Group B are conveyed to WEP free and clear of any liens or interest and a title policy issued. Even without the inclusion of the parcels in Group B, the Debtor's bankruptcy estate is solvent and will not be rendered insolvent by the transfer. Accordingly, the Debtor asks Court approval to finalize and complete the conveyance of the parcels in Group B to WEP. A copy of the REPC is available at https://tinyurl.com/3ffakjks from PacerMonitor.com free of charge. About Arete Land Company, LLC Arete Land Company, LLC operates in the traveler accommodation industry. The Debtor sought Chapter 11 protection (Bankr. D. Utah Case No. 21-20488) on Feb. 9, 2021. The case is assigned to Judge William T. Thurman. As of Jan. 31, 2021, the Debtor's total assets is at $4,184,852 and $3,469,900 in total debt. The Debtor tapped Andres Diaz, Esq., at Diaz & Larsen as counsel. The petition was signed by Christofer Shurian, manager. ARETE LAND: March 25 Hearing on Sale of Groups of Parcels to Lodge ------------------------------------------------------------------ Arete Land Co., LLC, filed with the U.S. Bankruptcy Court for the District of Utah a notice of its proposed sale of the parcels in groups as set forth in Schedule B to The Lodge at Bear Lake, LLC for $5.916 million. A hearing on the Motion is set for March 25, 2021, at 3:00 p.m. via Telephonic Hearing by dialing (636) 651-3182 followed by 9626637# for access code. The Objection Deadline is March 15, 2021. A copy of the Schedule B is available at https://tinyurl.com/3ffakjks from PacerMonitor.com free of charge. About Arete Land Company, LLC Arete Land Company, LLC operates in the traveler accommodation industry. The Debtor sought Chapter 11 protection (Bankr. D. Utah Case No. 21-20488) on Feb. 9, 2021. The case is assigned to Judge William T. Thurman. As of Jan. 31, 2021, the Debtor's total assets is at $4,184,852 and $3,469,900 in total debt. The Debtor tapped Andres Diaz, Esq., at Diaz & Larsen as counsel. The petition was signed by Christofer Shurian, manager. ARTISAN BUILDERS: Equity Buying Phoenix Property for $255K Cash --------------------------------------------------------------- Artisan Builders, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the real property located at 4307 N. 13th Place, in Phoenix, Arizona, to Equity Sunrise, LLC for $255,000, cash, subject to higher and better offers. At the time of filing its Petition it held title to 18 parcels of real property. The Subject Property is an unimproved lot. There is no current appraisal of the property. The Debtor has entered into a Vacant Land/Lot Real Estate Purchase Contract for the sale of Subject Property with the Buyer. The escrow is to close upon Court approval. The Purchase Contract also affords the Buyer a three-day Inspection Period. A $5,000 nonrefundable deposit will be paid by the Buyer. The balance is due, all cash, at close of sale. InFocus Investments, LLC issued a loan in the principal amount of $140,000 secured by a first position deed of trust against the Subject Property. The balance currently owed by Debtor and secured by the Subject Property is approximately $170,000. There are no other liens against the Subject Property. A motion for stay relief was filed by InFocus. A Stipulation calling for an adequate protection payments was entered into. Payments are current. On Dec. 10, 2020, the Court issued its Order Authorizing Employment of Urban Blue Realty, and its broker, Nicholas Blue, to list and sell the subject property for the Debtor. The Listing Agreement and Purchase Contract call for the broker and agent, Bevla Reeves, to receive a $3,000 commission upon a successful sale. The Listing Agreement calls for the Buyer's agent to also receive a 3% commission. The Purchase Agreement, however, indicates the Buyer's agent waives its commission. Upon Court approval, the Subject Property will be sold free and clear of liens, claims, and encumbrances. The secured lien of InFocus will attach to the net sale proceeds. The balance of the sales price will cover the associated closing costs with the net to be paid to the Debtor. The Debtor suggests any party desiring to bid provide the counsel for the Debtor with a $5,000 cashier's check, or cash, on the date of the sale and bid increases in increments of at least $1,000. The sale, after payment of the secured debt, commissions, and closing costs, is anticipated to net Debtor approximately $80,000. The sale is a typical transaction of the Debtor, although unique in the sense it comprises a lot and not a completed home. The sale, if approved, will generate net proceeds for Debtor to fund operations, payment of administrative claims, and a dividend for potential unsecured creditors. The Debtor asks a waiver of the 14-day stay pursuant to Rule 6004(h) to allow the order approving the relief sought to take effect immediately so as to allow the sale to take place on the date set forth in the Purchase Contract or as close to it as reasonably possible. A copy of the Agreement is available at https://tinyurl.com/33axm2zx from PacerMonitor.com free of charge. About Artisan Builders, LLC Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale, Arizona, is a full service general contractor specializing in custom homes. Artisan Builders sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07501) on June 24, 2020. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group, PLC as counsel. The petition was signed by James Guajardo, manager. On Oct. 20, 2020, the Court appointed Urban Blue Realty, LLC, and Nicolas Blue as Broker. ASAIG LLC: Files Supplemental Notice of Intent to Assume Contracts ------------------------------------------------------------------ ASAIG, LLC, and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a supplemental notice of their intent to assume and assign certain unexpired leases and executory contracts, and setting forth the cure amounts relating to the auction sale of substantially all assets. On Jan. 18, 2021, the Debtors filed with the Court their Emergency Motion for (a) Entry of an Order (i) Approving Bidding Procedures, (ii) Approving Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases, (iii) Approving Stalking Horse Protections, (iv) Scheduling Bid Deadline, Auction Date and Sale Hearing Date, and (v) Approving Form of Notice Thereof; (b) Entry of an Order After the Sale Hearing (i) Authorizing the Debtors to Sell Their Assets, and (ii) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases; and (c) Granting Related Relief. After the Bidding Procedures Hearing held on Jan. 26, 2021, the Court entered the Bidding Procedures Order, which among other things, (a) establishes the Bidding Procedures that govern the manner in which the Purchased Assets of the Debtors are to be marketed and sold; and (b) establishes procedures for the assumption by the Debtors and assignment to a Stalking Horse Purchaser or other Successful Bidder, as applicable, of certain of the Debtors' executory contracts and unexpired leases pursuant to section 365 of the Bankruptcy Code. The Debtors are parties to various executory contracts and unexpired leases which may be designated as Assumed Executory Contracts in connection with the Sale. Pursuant to the Bidding Procedures Order, the Debtors intend to assume and assign the Assumed Executory Contracts to a Stalking Horse Purchaser or other Successful Bidder, as applicable, upon the closing of the Sale. Interested Parties have been identified as a counterparty to an executory contract or unexpired lease that may potentially be designated as an Assumed Executory Contract in a Stalking Horse Agreement or other Asset Purchase Agreement to be executed by the Debtors and Stalking Horse Purchaser or Successful Bidder. The executory contract or unexpired lease with respect to which you have been identified as a counterparty, and the corresponding proposed Cure Amount which the Debtors have identified, based on their books and records, as necessary to cure defaults and/or provide compensation or adequate assurance of compensation for defaults arising prior to the Aztec Petition Date are set forth on Schedule 1 annexed to the Supplemental Cure Notice. The Debtors believe that any and all defaults (other than the filing of the Chapter 11 Cases) and actual pecuniary losses under the Assumed Executory Contracts can be cured by the payment of the Cure Amount. The Contract Objection Deadline is March 8, 2021, at 5:00 p.m. (CT). In the event that the Debtors and the non-debtor counterparty cannot resolve the Cure Objection, the Debtors will segregate the disputed Cure Amount pending the resolution of such dispute by the Court or mutual agreement of the parties. The Adequate Assurance Objection Deadline is the later of: (i) 10 days after service of the Stalking Horse Selection Notice, if such Adequate Assurance Objection relates to the Stalking Horse Purchaser, and (ii) if such Adequate Assurance Objection relates to a Successful Bidder that is not a Stalking Horse Purchaser, on 5:00 p.m. (CT) on March 31, 2021. The Debtors filed and served their Cure Notice on Feb. 1, 2021. Unless the contract counterparty to the Previously Omitted Contract properly files a Contract Objection to the Supplemental Cure Notice within 14 days of service of the Supplemental Cure Notice, the Debtors will obtain an order of the Court fixing the Cure Amounts and approving the assumption and assignment of the Previously Omitted Contract as an Assumed Executory Contract. The Debtors' decision to assume and assign the Assumed Executory Contracts is subject to Court approval and consummation of the Sale. Absent consummation of the Sale, each Assumed Executory Contract will not be deemed assigned and will in all respects be subject to further administration under the Bankruptcy Code. The Successful Bidder is not bound to accept assignment of any executory contract or unexpired lease, and may amend the list of Assumed Executory Contracts at any time prior to closing the Sale. A copy of the Schedule 1 is available at https://tinyurl.com/257hj97c from PacerMonitor.com free of charge. About ASAIG LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35600) on Nov. 17, 2020. The petition was signed by A. Kelly Williams, manager. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marvin Isgur oversees the case. Matthew Okin, Esq., at Okin Adams LLP, represents the Debtor as counsel. ASTRIA HEALTH: Emerging From Bankruptcy Financially Stronger ------------------------------------------------------------ Mai Hoang of Yakima Herald-Republic reports that Astria Health says it's now financially stronger after it exited from bankruptcy. "Astria Health is already stable and growing," the organization said in a written statement. "Both hospitals have positive bottom lines." The organization would not elaborate more on the hospital's improved finances. However, financial statements filed with the U.S. Bankruptcy Court over 2020 do show financial improvement. In December 2020, the latest a full month of data was available, SHC Medical Center- Toppenish, the operating entity for Astria Toppenish Hospital and several nearby health care facilities, reported EBITDA, earnings before accounting and financial deductions, of $361,779. That is a notable improvement from May 2019, when it had a negative EBITDA of -$231,407. The Sunnyside Community Hospital Association, the entity for Astria Sunnyside Hospital, reported an EBITDA of $807,357 in December. While positive, it was less than the nearly $1.5 million in EBITDA it had in May 2019. The association has maintained positive net earnings throughout the bankruptcy. According to a financial disclosure filed in November, Astria Health had anticipated EBIDA, or earnings before interest, depreciation and amortization for the last six months ending in December to be $13.7 million. It also expects continued positive monthly EBIDA in subsequent months, allow it to sufficiently “pay operating expenses in the normal course of business, debt service and capital expenditures as needed.” Revenue Collection Driving Astria Health's decision to file for bankruptcy was issues with its former revenue cycle vendor. Astria claimed that the vendor could not collect tens of millions of dollars in revenue, creating cash flow issues. In the months leading up to the bankruptcy filing, the company had been making cuts, such as closing the rehabilitation unit at Astria Regional Medical Center and ending its long-standing support of the Central Washington Family Medicine residency. Shortly after filing for bankruptcy, it started working with a new revenue cycle vendor. For several months the new vendor, Gaffey, focused on new revenue collections while the former one, which was later disclosed to be Cerner Corp., focused on getting older outstanding balances. In August, the new vendor, Gaffey, took over the entire revenue collection operation. Astria Health did not comment on its current revenue collection efforts, but documents filed with the U.S. Bankruptcy Court shows that Astria Health has been able to recover much of what it was unable to collect when it filed for bankruptcy. As of May 31, 2019, weeks after filing for Chapter 11 bankruptcy protection, Astria Health reported $263.4 million in outstanding balances, with about $160.9 million more than 120 days old. As of mid-January of this year, the organization had collected 83% of the balance. The $44.9 million still outstanding was 120 days or older. The organization's outstanding balance as of November 2019 at $138.6 million, compared to $239 million in November 2019. This balance includes anything posted after Astria Health filed for bankruptcy in May 2019. Astria Health and Cerner are still working to resolve their ongoing dispute in U.S. Bankruptcy Court. Astria Health is seeking damages from the revenue collection issue while Cerner claims that Astria Health owes money for services rendered before and after the bankruptcy filing. Anticipated financial growth In its reorganization plan, the organization projects continued growth in the next several years. In a consolidated income statement filed last fall, the organization anticipates annual net revenue to increase from $164.8 million in the 2020 fiscal year to $181.1 million by the 2025 fiscal year, a nearly 10% increase. Astria Health declined to elaborate on how it came up with that growth forecast. Still, it said it expects further growth that would lead to additional job opportunities and increased medical providers. In recent years, Astria Health has increased or relocated services to both hospitals. It opened a new behavioral health unit in Toppenish prior to the bankruptcy filing. It also moved services once offered in Yakima to Astria Sunnyside and nearby clinics. "Astria Health continues to focus on maintaining a positive bottom line so that we can continue to reinvest in the care provided to the community," the organization wrote in a written response. About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. Astria has 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash. Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. AVERY ASPHALT: Seeks Cash Collateral Access ------------------------------------------- Avery Asphalt, Inc. and affiliates ask the U.S. Bankruptcy Court for the District of Colorado for entry of an order authorizing, among other things, the use of cash collateral and the joint administration of multiple bankruptcy cases. The Debtors consist of Avery Asphalt, Inc., LBLA Ventures, Inc., Avery Equipment, LLC, Avery Holdings, LLC, Regional Pavement Maintenance of Arizona, Inc., and 1401 S. 22nd Ave., LLC. They are related entities owned by various members of the same family. Although Avery Asphalt and Regional are the primary obligors for the majority of the Companies' secured debt, the other Debtors have pledged their property as collateral for the loans. For instance, Sunflower Bank, N.A. has filed UCC Financing Statements with the Colorado Secretary of State against each of the Debtors and list all the Debtors' property as collateral for its loan(s). Similarly, Greenline CDF Subfund XXIII, LLC has filed UCC Financing Statements against each of the Debtors which describes all assets of the various Debtors as collateral. The Debtors' bankruptcy cases are interrelated. The Debtors' various assets serve as collateral for multiple loans. The cases will involve many common factual and legal issues. A plan of reorganization will require a resolution of such issues and joint administration of the Debtors' cases will be the most cost-effective and efficient way to proceed. The Debtors financial problems began after LBLA purchased Regional and 1401 only to face a significant tax liability that was not disclosed by the previous owners of Regional. The Debtors have an exigent need for immediate access to and use of any post-petition proceeds from the pre-petition accounts receivable to preserve and maintain its business as a going concern. To pay necessary operating expenses, the Debtors must immediately use funds in which the creditors may claim a security interest. In the short term, the Debtors anticipate that the receiver will release $40,000 of the Debtors' pre-petition funds and that the Debtors will receive post-petition income from private-pay jobs which are not bonded by Nationwide. The Debtors propose to provide adequate protection for the Debtors' use of business revenue, among other limitations and requirements set forth in a proposed stipulated order: a. The Debtors will maintain adequate insurance coverage on their property and adequately insure against any potential loss; b. The Debtors will provide all periodic reports and information required by the Bankruptcy Code, Local Bankruptcy Rules, and the Office of the United States Trustee; c. The Debtors will only expend its business revenue pursuant to the projection and budget subject to reasonable additional expenditures of no more than 10% for each expense item unless prior written approval is obtained from Sunflower; d. The Debtor will retain in good repair all collateral in which creditors claim an interest; and e. Sunflower, Greenline, and Nationwide will be granted a replacement security interest in any and all property and property interest that accrue or that are obtained or acquired by the Debtors post-petition up to the value of the creditors' pre-petition security interests and such security interests shall have the same validity, priority and effect as currently exists in any Cash Collateral. A copy of the Motion is available at https://bit.ly/2NF6J5n from PacerMonitor.com. About Avery Asphalt, Inc. Avery Asphalt is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Avery Equipment, LLC owns the equipment used in Avery Asphalt's business. Avery Holdings, LLC owns the real estate used in Avery Asphalt's business. LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company and 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 21-10799 on February 19, 2021. The bankruptcy was filed after a receiver was appointed for all the Debtors in one state court case. The receivership hampered Avery Asphalt's ability to operate profitably. The Debtors believe this reorganization proceeding will facilitate a better return to creditors than a receivership or liquidation. The Debtors intend to streamline operations and sell equipment and real estate that is no longer used by Avery Asphalt in connection with a plan of reorganization. In the petition signed by Aaron Avery, CEO, the Debtors disclosed up to $50,000 in assets and up to $10 million in liabilities. David J. Warner, Esq. at WADSWORTH GARBER WARNER CONRARDY, P.C. is the Debtor's counsel. AVIANCA HOLDINGS: Moody's Gives Ba3 Rating on $1.2B DIP Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating on the $1.2 billion Senior Secured Super-priority Debtor-in-Possession Term Loan A1 and A2 and B3 rating to the $723 million Senior Secured Super Priority Term Loan B, (the DIP facilities) issued by Avianca Holdings S.A. (DIP) (Avianca or the obligor). With the proceeds from the DIP Financing, Avianca expects to weather the COVID 19 crisis with the necessary liquidity and flexibility to execute its restructuring plan through the Chapter 11 process. Avianca filed for Chapter 11 in May 2020. The following ratings were assigned: Issuer: Avianca Holdings S.A. (DIP) $1.0 billion Senior Secured Term Loan A1, Assigned Ba3 $176 million Senior Secured Term Loan A2, Assigned Ba3 $723 million Senior Secured Term Loan B, Assigned B3 $64 million Senior Unsecured Regular Bond/Debenture, Assigned Ba3 Outlook Actions: Issuer: Avianca Holdings S.A. (DIP) Outlook, Assigned No Outlook RATINGS RATIONALE The Ba3 rating on the $1.2 billion Senior Secured Term Loan A1 and A2 and B3 rating on the $723 million Senior Secured Term Loan B, incorporates the senior secured super-priority position of the claims and a number of factors including the cause of the bankruptcy, the nature and scope of reorganization, the structural features of the DIP facility, size of the DIP facility relative to pre-petition debt and collateral coverage of the DIP facility. The Company faced significant financial pressure before 2020; in fact, in 2019 the airline negotiated temporary deferrals on some of its debt and carried out an exchange offer for all of its $550 million senior notes due in May 2020 while raising additional liquidity and beginning the execution of a short-term strategic plan to increase margins. However, the bankruptcy was brought on by the effects of the coronavirus pandemic, which had a profound impact on the demand for air travel, preventing the company from achieving sustainable profitability expected after the voluntary restructuring program in 2019. Following the onset of the pandemic in early March 2020, all of Avianca's home countries imposed travel restrictions and flight bans, leading to a complete suspension of the company's scheduled passenger flight activity that largely persists to this day. In light of recent developments, Avianca initiated a restructuring under Chapter 11 of the U.S. bankruptcy code, allowing for an orderly court supervised process to reorganize the business. Total DIP financing amounts $2.0 billion, out of which $1.2 billion are related to new money and the balance to roll-up debt. The DIP term loans are issued in two tranches subject to different terms and conditions. To establish collateral package securing the DIP financing, Avianca negotiated three transactions. The company agreed with the stakeholder lenders to participate in the Tranche B that converts to equity in exchange for a release of significant collateral to support the entire DIP. As part of the agreement, stakeholder lenders provided fresh liquidity, raising $336 million of new money and $384 million rollup of an existing facility, for a total of $723 million for tranche B. Avianca also negotiated with an ad hoc group of its 2023 noteholders to roll up $220 million into Tranche A of the DIP facility in exchange for $200 million new money commitments to Tranche A and the ability to pledge the noteholder collateral on a senior priming basis. Additionally, $168.5 million was issued to Advent for its remaining stake in LifeMiles Ltd. (Lifemiles), totaling $389 million in roll-up debt and acquisition financing. Total Tranche A amounts to $1.2 billion, out of which $900 million is new money and the balance consists of roll up debt and acquisition financing. Moody's believes the reorganization is somewhat complex because of Avianca's debt structure and the ongoing execution risk given major transformative restructurings of key aspects of its business. Complexity is attributable to multiple claim priorities. Avianca expects aircraft financings to be rejected or abandoned through the court process and to refinance LifeMiles debt upon maturity in August 2022. As per the two-tranche term loan DIP facility, the company expects it to be converted into exit financing and equity upon emergence. The forecast assumes Tranche B DIP Facility will be converted into equity and $1.2 billion under Tranche A will be converted into new debt to be issued at exit. From an operational standpoint, Avianca faces high execution risk to resume the reorganization started in 2019 to turnaround its operation. The plan focuses on profitable growth by simplifying the network and eliminating unprofitable flying. By re-designing its network, Avianca plans to focus on profitable routes and to strengthen the Bogota hub, whereas by modifying its fleet, the company plans to maximize profits in the new network. The plan also includes lifting commercial performance and customer experience. Prior to the pandemic, the company had already achieved some milestones such as the sale of aircrafts, reduction in orders of aircraft to be delivered from 2025 onwards, cancellation of 25 unprofitable routes and an overall capacity reduction of 6.9%. Since the irruption of the pandemic, the company faces strong challenges to turnaround its operations in the midst of ongoing travel weaknesses. Avianca expects revenues to recover to $2.3 billion in 2021 from approximately $1.6 billion in 2020 and to sustain growth through stabilization close to $4.0 billion through 2025. Likewise, it expects to expand EBIT margin towards 15% through 2025 from a flat 0.7% in 2021 and around 5.0% prior to coronavirus. Collateral coverage relies heavily on assets that are more difficult to value, such as intangibles. The company estimates collateral value to surpass $2.0 billion based on third party valuations. However, the largest portion is related to Avianca's 89.9% equity interest in the LifeMiles loyalty program. Appraisal value is between $1.6 billion to $2.6 billion. Collateral also includes pledge of the cargo freighter business valued at $600 million to $920 million given a 5x to 7x annualized EBITDA multiple. Close to $300 million are related to the valuation of brand and trademark, aircraft and credit card receivables. The balance is $400 million perfected first lien on cash. Moody's estimates that the collateral value provides adequate coverage relative to the DIP facility in the most likely reorganization bankruptcy exit scenario, but collateral in the event of liquidation would not be sufficient to cover the DIP facility. Value of LifeMiles under a liquidation scenario would be much lower than when assuming ongoing concern given its strong ties with the airline. Although LifeMiles has a strong business model that includes unrelated commercial partners and co-branded credit cards, its single largest contributor to gross billings is Avianca, which, together with its air partners, represent around 30% of gross billings. LifeMiles' benefits from Avianca's leading market position in Colombia (Colombia, Government of; Baa2 negative) and Central America, where its share of passengers is 50% and 60%, respectively. As of March 31, 2020, LifeMiles had over 600 active commercial partners, which include airlines, financial institutions, hotels, gas stations, supermarkets, restaurants, car rentals and apparel stores. These partnerships allow LifeMiles' members to accrue and redeem miles for different products and services. Around 80% of the accrued miles are redeemed, and 90% of them are redeemed into airline tickets. The balance is redeemed into hotel nights, merchandise and other rewards. Moody's also assume the DIP facility is not subject to borrowing base conditions and estimate the $2.0 billion face value of the DIP is between 30%-50% of pre-petition debt obligations that Moody's believe is at least $5.4 billion as of March 31, 2020 or later, to the extent known. The principal methodology used in these ratings was Debtor-in-Possession Lending published in June 2018. Avianca Holdings S.A. (DIP) (Avianca) is domiciled in Panama and has been the flag carrier of Colombia since 1919, when it was initially registered under the name SCADTA. It is headquartered in Bogota, D.C. with its main hub at El Dorado International Airport. Since 2013, the company has been publicly listed in the New York Stock Exchange. B-LINE CARRIERS: March 4-11 Online Auction of Equipment via Moecker ------------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorize B-line Carriers, Inc.'s procedures relating to the nationally advertised, timed online auction sale of non-essential equipment, comprised of 35 semi-trucks and trailers, free and clear of liens, claims, encumbrances, and interests, to the highest and best bidders. The Auction Procedures and Sale Hearing was held on Feb. 1, 2021, at 1:30 p.m. The Auction Agreement with Moecker Auctions, Inc. is approved in all respects. The Debtor, in consultation with Regions Bank, N.A., is authorized to exercise its business judgment to adjust the minimum starting bid and reserve price parameters set forth in the Auction Procedures, and has exercised such business judgment in consultation with Regions, to adjust the minimum starting bid to 25% of fair market value and the reserve price to 50% of fair market value, as set forth in the Auction Procedures. The Buyer's Premium is approved in an amount equal to 13% of the purchase price for each piece of Equipment and will be paid by each Purchaser in addition to the amount of its winning bid for each piece of Equipment through the Auction. The payment of 11% of the sales price from the Buyer's Premium to Moecker, and 2% of the sales price from the Buyer's Premium to proxibid.com is approved in all respects as fair and reasonable. The Expense Reimbursement is approved in an amount not to exceed $7,179.60. The Expense Reimbursement will be paid out of the aggregate proceeds of the sale of the Equipment. The Marketing Schedule is approved. The Marketing Period may begin immediately following the February 1 hearing or thereafter as determined by Moecker and will continue for a period of 30 days. The inspection period for the Equipment will occur from 10:00 a.m. to 3:00 p.m. on March 10, 20. The Auction will be held in accordance with the Auction Procedures on the online platform proxibid.com for a seven-day period to begin on March 4, 2021, and end on March 11, 2021. The Sale Objection Deadline is five business days prior to the end of the Auction (i.e. March 4, 2021). The manner of notice and advertising of the proposed Auction and sale of the Equipment and the Auction Procedures constitutes sufficient and proper notice and is approved in all respects. No other or further notices of the proposed Auction, sale, or the Auction Procedures will be required. Within one day of entry of the Order, the Debtor will serve the Order, together with the Equipment List (Exhibit A) and the Auction Procedures upon the Interested Buyers that have expressed an interest or may have an interest in acquiring the Equipment. The sale of the Equipment pursuant to a nationally advertised online Auction conducted by Moecker in accordance with the Auction Procedures and the Auction Procedures and Sale Motion will constitute the highest and best offer for the purchase of the Equipment and represents fair and adequate consideration for the Equipment. The Debtor is authorized and directed to sell, transfer, assign and deliver each piece of Equipment to the respective Purchaser free and clear of any and all Encumbrances, subject to (i) the payment by the Purchasers of the purchase price and the Buyers' Premium, and (ii) the delivery by each Purchaser of the documentation necessary for the consummation of the purchase. The lien of Regions will attach to the proceeds of the sale of each piece of Equipment in which Regions holds a security interest, and will constitute an Encumbrance. Any other Encumbrances will attach to the sale proceeds to the same extent, validity, and priority as such Encumbrances had in the Equipment on the date of its sale. The net proceeds from the sale of Equipment subject to Regions' lien will be applied in accordance with the terms of the Amended Plan of Reorganization for Small Business Under Chapter 11 . The 14-day stay period set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived, and the Order will be immediately enforceable. Attorney Amy Denton Harris is directed to serve a copy of this order on interested parties who do not receive service by CM/ECF and to file a proof of service within three days of entry of the order. A copy of the Exhibit A and Auction Procedures is available at https://tinyurl.com/wb2fsf2w from PacerMonitor.com free of charge. About B-Line Carriers B-Line Carriers, Inc., a full-service petroleum transportation company, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06034) on Aug. 7, 2020. The petition was signed by Jason L. Baldree, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., is serving as the Debtor's counsel. On Jan. 5, 2021, the Court appointed Moecker Auctions, Inc. as Auctioneer. BAY HARBOR: Hearing on $28.5M Sale of High View Ranch on March 22 ----------------------------------------------------------------- Judge Edward L. Morris of the U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on March 22, 2021, at 9:30 a.m., to consider Bay Harbor Investment Group, LLC's proposed sale of the 2,970-acre High View Ranch in Midlothian, Texas, to RREAF Holdings, LLC for $28,502,064 (or approximately $9,603 per acre). On May 20, 2020, through the entry of General Order 2020-14, the Court invoked Continued Court Operations During the COVID-19 Pandemic. The Order may be found at: https://www.txnb.uscourts.gov/sites/txnb/files/news/General%20Order%202020-14.signed.pdf. With certain exceptions set forth in the Order, hearings will generally be conducted by either: (a) videoconference; or (b) teleconference. Each judge, in his or her discretion, will determine which is appropriate. Further instructions will be provided by the Court prior to the hearing to the counsel and the parties having requested notice. Additionally, around the same time, the connection information will be docketed in the ECF file and made available on the Court's website. A copy of the PSA is available at https://tinyurl.com/7aec79kw from PacerMonitor.com free of charge. About Bay Harbor Investment Group, LLC Based in Midland, Texas, Bay Harbor Investment Group, LLC primarily engages in renting and leasing real estate properties. Bay Harbor Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42757) on Aug. 31, 2020. Bay Harbor Investment President Thomas Kelly signed the petition. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of the same range. Judge Edward L. Morris oversees the case. Crowe & Dunlevy, P.C. is Debtor's legal counsel. BAY HARBOR: March 22 WebEx Hearing on Sale of High View Ranch ------------------------------------------------------------- Bay Harbor Investment Group, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas an amended notice of its proposed sale of the 2,970-acre High View Ranch in Midlothian, Texas, to RREAF Holdings, LLC for $28,502,064 (or approximately $9,603 per acre). Judge Edward L. Morris will convene a hearing on the Motion on March 22, 2021, at 9:30 a.m. Said hearing will be conducted by WebEx videoconference only via the following link https://us-courts.webex.com/meet/morris. WebEx hearing Instructions may be obtained at: https://www.txnb.uscourts.gov/judges-info/hearing-dates/judge-morris-hearing-dates-0. On May 20, 2020, through the entry of General Order 2020-14, the Court invoked Continued Court Operations During the COVID-19 Pandemic. The Order may be found at: https://www.txnb.uscourts.gov/sites/txnb/files/news/General%20Order%202020-14.signed.pdf. With certain exceptions set forth in the Order, hearings will generally be conducted by either: (a) videoconference; or (b) teleconference. Each judge, in his or her discretion, will determine which is appropriate. A copy of the PSA is available at https://tinyurl.com/7aec79kw from PacerMonitor.com free of charge. About Bay Harbor Investment Group, LLC Based in Midland, Texas, Bay Harbor Investment Group, LLC primarily engages in renting and leasing real estate properties. Bay Harbor Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42757) on Aug. 31, 2020. Bay Harbor Investment President Thomas Kelly signed the petition. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of the same range. Judge Edward L. Morris oversees the case. Crowe & Dunlevy, P.C. is Debtor's legal counsel. BAY HARBOR: RREAF Holdings Buying High View Ranch for $28.5 Mil. ---------------------------------------------------------------- Bay Harbor Investment Group, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the 2,970-acre High View Ranch in Midlothian, Texas, to RREAF Holdings, LLC, for $28,502,064 (or approximately $9,603 per acre). The Debtor was organized for the purpose of acquiring real estate investment properties. The purpose of the Chapter 11 Case is to consummate the sale of the Debtor's primary real estate asset--the Property. On Aug. 6, 2020, the Debtor entered into a pre-petition Agreement of Purchase and Sale ("PSA") for the Property with RREAF. The PSA provides for a purchase price of $28,502,064 (or approximately $9,603 per acre). Happy State Bank ("HSB"), the Debtor's primary secured lender, filed a Motion for Relief from the Automatic Stay on Dec. 12, 2020. On Jan. 13, 2021, RREAF filed its Motion to Compel Prompt Assumption and Performance of Executory Contract Or, In the Alternative, Motion for Appointment of Chapter 11 Trustee. After extensive discussions and negotiations, the Debtor, RREAF and HSB convened at a hearing before the Court on Feb. 9, 2021 and announced agreements between the parties on the record related to the Motion to Compel and the Motion for Relief. On Feb. 17, 2021, the Court entered an Agreed Order Providing Adequate Protection and Conditional Relief from the Automatic Stay - Happy State Bank, and an Agreed Order on Motion to Compel Assumption and Performance of Executory Contract. The Agreed Order to Assume provided that the Debtor would (i) promptly assume and perform its obligations under the PSA, (ii) file a motion for approval of the sale of its Property to RREAF by Feb. 26, 2021, (iii) obtain an order of the Court approving the sale of the Property to RREAF by April 9, 2021, and (iv) deliver a certified copy of a final, non-appealable order of the Court approving the sale of the Property to the title company identified in the PSA by April 23, 2021. As more fully discussed in the Agreed Adequate Protection Order, the purchase price for the Debtor's Property exceeds the aggregate amount of HSB's secured claim in the case and if the sale is approved by the Court, the Debtor will be able pay all of its creditors in full and have excess funds to distribute to the Debtor's equity members -- a rarity in bankruptcy cases. For these reasons set forth, and in the exercise of its business judgment, the Debtor believes the sale of its Property to RREAF is in the best interests of the Debtor and its creditors. The material terms on which RREAF proposes to purchase the Property are: a. Sale of Property: (a) Those certain parcels or tracts of land containing approximately 2,968 acres of land located in Midlothian and Waxahachie, Ellis County Texas and more particularly described on Exhibit A to the PSA; (b) All equipment, machinery or other property which is affixed to the improvements so as to constitute fixtures; (c) All right, title and interests of Debtor in and to any plans, specifications, reports, licenses, permits, entitlements, surveys, maps and warranting relating to the Property; and (d) All right, title and interests of the Debtor in and to any contracts or agreements relating to the Property. b. Purchase Price: $28,502,064 c. Closing Date: May 4, 2021. d. The Proposed Sale is to be free and clear of all liens, claims, and encumbrances. By the Motion, the Debtor asks Court approval of the sale of the Property to RREAF pursuant to the PSA. It also asks Court approval to distribute the proceeds from the Proposed Sale and pay its creditors. In the event the Proposed Sale of the Property to RREAF does not close as contemplated, it asks authority to amend the Motion to ask approval of the sale of its Property to a new buyer and under a new contract. The Debtor asks the authority in order to ensure the Property is sold to a potential (but unnecessary) back-up buyer and closes prior to June 1, 2021, which is the date the automatic stay will be modified and lifted pursuant to the Agreed Adequate Protection Order. In order to promptly consummate the Proposed Sale and relieve the estate of ongoing administrative obligations and risk, the Debtor asks that the Court waives the stay imposed by Bankruptcy Rule 6004(h) and allows it to consummate the transaction contemplated. No party will be prejudiced by the requested waiver. A copy of the PSA is available at https://tinyurl.com/7aec79kw from PacerMonitor.com free of charge. The Purchaser: RREAF HOLDINGS, LLC 1909 Woodall Rodgers Freeway Third Floor Dallas, Texas 75201 Telephone: (214) 522-3300 Attn: David R. Cragle, General Counsel E-mail: dcragle@comcast.com - and - RREAF HOLDINGS, LLC 1909 Woodall Rodgers Freeway Third Floor Dallas, Texas 75201 Telephone: (214) 522-3300 Attn: Daren S. Harrell, Real Estate Counsel E-mail: daren@rreaf.com About Bay Harbor Investment Group, LLC Based in Midland, Texas, Bay Harbor Investment Group, LLC primarily engages in renting and leasing real estate properties. Bay Harbor Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42757) on Aug. 31, 2020. Bay Harbor Investment President Thomas Kelly signed the petition. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of the same range. Judge Edward L. Morris oversees the case. Crowe & Dunlevy, P.C. is Debtor's legal counsel. BENJA INCORPORATED: Chapin's Motion to Stay Proceedings Granted --------------------------------------------------------------- Judge Henry Edward Autrey of the United States Bankruptcy Court for the Eastern District of Missouri, Eastern Division, granted Defendant Andrew Chapin's motion to stay proceedings. On October 9, 2020, Plaintiff Busey Bank served Mr. Chapin with the Summons and Petition, both in his individual capacity and in his capacity as an officer of codefendant Benja Incorporated. The case was removed from state court to the Bankruptcy Court on October 13, 2020. On October 15, 2020, Benja filed a Chapter 11 Petition in the United States Bankruptcy Court for the Northern District of California, so the instant case was stayed as to Benja as a result of the bankruptcy-imposed automatic stay. On November 23, 2020, the United States filed a Criminal Complaint against Mr. Chapin in the United States District Court for the Northern District of California. On the same day, the Securities and Exchange Commission filed a Complaint against Mr. Chapin and Benja in the United States District Court for the Northern District of California. Defendant Chapin asked the Court for a stay of the matter as to him, arguing that the case is intrinsically interrelated with the criminal proceeding against him. "Plaintiff has a legitimate interest in the expeditious resolution of this case, which seeks to recover money lent based on alleged misrepresentations of the defendants. Immediately upon the filing of the suit, however, Defendant Benja Incorporated filed for bankruptcy protection, which required the Court to impose a stay as the Benja. Thus, if this action is to proceed without a stay, only proceedings as to Defendant Chapin can occur at this time. This would possibly require double the work for all involved, as the proceedings may be necessarily repeated as to Benja. While there will be a delay, there is necessarily a delay in the proceedings as to one defendant because of the filing of the bankruptcy. Quite possibly, by the time the criminal matter is resolved, the bankruptcy may also be resolved, and the efforts of all parties will be limited rather than doubled. This factor weighs in favor of a stay," said Judge Autrey. "Chapin asserts he will suffer substantial, irreparable harm if the stay is not granted because if the matter is allowed to proceed, he would have to choose between asserting and preserving his constitutional right against self-incrimination and defending himself in this matter, which could potentially be used against him in the criminal case. Or if he chooses not to testify, the jury could draw a negative inference from his silence. The criminal prosecution, SEC Complaint, and this civil case arise out of the same facts. This is borne out by a comparison of the facts alleged in the complaint, the SEC Complaint, and the allegations of the criminal complaint... Further, Chapin has been indicted and a 'stay of a civil case is most appropriate where a party to the civil case has already been indicted for the same conduct'... Under these circumstances, the Court finds that Defendant has made a 'strong showing' the actions are 'so interrelated' he cannot protect himself in the civil case by selectively invoking his Fifth Amendment privilege, and the trials would so overlap that effective defense of both is impossible... As a result, the Court finds a substantial burden rests on Defendant that weighs strongly in favor of a stay of the case," added Judge Autrey. Judge Autrey concluded that a complete stay of the proceedings of the case until final disposition of the criminal case was warranted to permit Mr. Chapin to preserve his Fifth Amendment right against self-incrimination. The case is BUSEY BANK, an Illinois Banking Corporation, Plaintiff, v. BENJA INCORPORATED and ANDREW J. CHAPIN, Defendants, Case No. 4:20CV1473 HEA (E.D. Miss.). A full-text copy of the Opinion, Memorandum and Order, dated February 23, 2021, is available at https://tinyurl.com/ypjcxe8n from Leagle.com. About Benja Incorporated Benja Incorporated -- https://benja.co -- operates a shoppable media network. Benja sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30819) on October 15, 2020. The petition was signed by Andrew J. Chapin, president and CEO. The case is assigned to Judge Dennis Montali. The Debtor is represented by Paul S. Manasian, Esq. At the time of filing, the Debtor had estimated both assets and liabilities between $1 million to $10 million. BLUE EAGLE: Turnipseeds Buying Forse's Gadsden Property for $275K ----------------------------------------------------------------- Forse Investments, LLC, an affiliate of Blue Eagle Farming, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the real property located at 1075 Lakemont Drive S., in Gadsden, Etowah County, Alabama, to John D. Turnipseed, Jr. and Mariel R. Turnipseed for $275,000, free and clear of any liens, encumbrances or interests. The tax parcel identification numbers for the Property is 09-09-30-0-000-006.00. Forse Investments proposes to sell the Property to the Buyers. On Feb. 18, 2021, it entered into a Purchase Agreement with the Purchasers. The Purchasers agreed to pay a total price of $275,000 for the Property. The listing agent for the Property is Charlotte Denney with Hagemore Realty Group, and the selling agent for the Property is Lisa Harris with ERA King Real Estate. The agent compensation is 6%, to be split between the selling agent and the listing agent. The marketing efforts for the Property were mostly the use of a real estate agent to list the Property for sale. The Purchasers made prior offers for the Property before the sales price was agreed upon. The tax value given by Etowah County in 2020 was $218,600. Forse Investments has concluded that the sale of the Property presents the best option for maximizing the value to its estate's creditors. A copy of the Agreement is available at https://tinyurl.com/vmwf588a from PacerMonitor.com free of charge. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BRADLEY RAY FOX: Chang & Lee Buying Santa Ana Property for $2.9M ---------------------------------------------------------------- Bradley Ray Fox filed with the U.S. Bankruptcy Court for the Central District of California a notice of his proposed bidding procedures in connection with the sale of the residential real property located at 411 West Fourth Street, in Santa Ana, California, to David Chang and Denise Lee for $2.9 million, subject to overbid. The Court will conduct the hearing on the Motion using ZoomGov audio and video technology on March 24, 2021, at 10:00 a.m. Hearing participants and members of the public may participate in and/or observe the hearing using ZoomGov, free of charge using the following information: Video/audio web address: https://cacb.zoomgov.com/j/1618731773, ZoomGov meeting number: 161 873 1773, Password: 602584, Telephone conference lines: 1 (669) 254 5252 or 1 (646) 828 7666. Objections, if any, must be filed 14 days prior to the hearing date. The Property is the Debtor's residence and is primary asset of the estate. The Property was purchased in 2014 for $2,225,000. On the Petition Date, the Debtor has claimed a $175,000 homestead exemption. On Dec. 18, 2020, after a hearing on a motion to approve a sale of the Property, the Court entered an order approving a sale of the Property for $2.5 million; however, shortly thereafter, the sale of the Property had fallen out of escrow due to delays from title concerns. It was discovered during the prior sale escrow and title search that the Debtor's former business partner Kristina Roth is still listed on title as co-tenant in common with the Debtor on the Property entitling her to potentially 50% of the proceeds from the sale. Since the prior sale order, the Debtor has received a purchase offer for $2.9 million ($400,000 more than the prior offer) that he wishes to pursue. He is continuing in the operation and management of his financial affairs as a DIP pursuant to Bankruptcy Code Sections 1107 and 1108. There have been no official committees appointed in his case. On Feb. 7, 2021, subject to Court approval, the Debtor entered into a residential purchase agreement and joint escrow instructions with the Buyers executed on Feb. 14, 2021 by all parties, including Roth and the Debtor, as the Sellers. The general terms of the Purchase Agreement are: a. Purchase price of $2.9 million; b. Deposit of $87,000, representing 3% of the Purchase Price, which has been paid; c. The Property is being sold "as is"; d. Each party to pay their own share of title and escrow; e. The Sellers to pay for title insurance policy; f. The Buyers to pay $928,000 as a down payment and the remainder paid through a first mortgage with Buyers providing proof of funds for the down payment and a loan prequalification letter; g. The Sellers to pay County and City transfer tax, if any; h. The real estate brokerage commissions to be paid by Sellers in the amount of 5% of the Purchase Price for a total of $145,000 payable 50% to First Team Real Estate, the Sellers' broker and 50% to Partners Plus Realty, Inc., the Buyers' broker; i. The Buyers have signed a complete removal of all buyer contingencies; j. The escrow has been opened with Coast Cities Escrow under Escrow Number #6422 DM and will close on March 16, 2021 or sooner; and k. Other than the relationship from the proposed sale transaction, the Debtor is unrelated to the Buyers and has no prior relationship with them. All discussions regarding the sale of the Property were conducted in good faith, without collusion, and at arms'-length. The following liens are recorded against the Property: a. First priority lien in favor of Cenlar Federal Savings, with an estimated amount owing of $1,802,600; b. Second priority lien in favor of Pentagon Federal Credit Union, with an estimated amount owing of $230,000; c. Secured tax lien of the Franchise Tax Board ("FTB") in the amount of $4,239 [Claim No. 4]; d. Judgment lien of American Express in an estimated amount of amount of $13,000; e. Financing Statement in favor of Sunserve Energy, with an estimated amount owing of $7,500; and f. Judgment for Support by the Riverside County Department of Child Support Services in an estimated amount of $12,000. The following amounts will be deducted and paid out of escrow: a. Escrow and title charges estimated at $12,500; b. Real estate broker's commissions in the amount of $145,000; c. Real property taxes estimated at $10,840 (July 1, 2020 through close of sale); d. First priority lien in favor of Cenlar in the approximate amount of $1,802,600; e. Second priority lien in favor of Pentagon in the approximate amount of $230,000; f. Secured tax lien in favor of FTB in the approximate amount of $4,300; g. Judgment lien of American Express in an estimated amount of amount of $13,000; h. Financing Statement in favor of Sunserve, with an estimated amount owing of $7,500; and i. Judgment for Support by the Riverside County Department of Child Support Services in an estimated amount of $12,000. There is currently a potential claim by Roth to 50% of the net proceeds. The Debtor is informed that she has retained counsel and what amount may need to go to Roth will need to be determined and whether this will come out through escrow. The Debtor has a $175,000 claimed homestead exemption which will need to be determined at what point this amount will be deducted while resolving the title issue with Roth. Unless those issues are resolved prior to the close of escrow, the Debtor proposes holding the net proceeds in escrow or a trust account subject to court approval of the Roth amount owed and homestead exemption. It is estimated that the Debtor will not incur any capital gains tax liability form the sale of the Property per the terms set forth in the Sale Motion. The Court is closed to public access and the hearing on the Sale Motion will be conducted through Zoom. As a result, parties interested in participating in the overbid process must present the offer to counsel for the Debtor at least three business days prior to the scheduled hearing on the Sale Motion. Chris Barsness can be reached by calling (949) 529-1072, by facsimile at (949) 534-4317 or by email at chris@irvinecounsel.com. The Notice of Hearing on the Sale Motion includes Zoom Court Appearance information. The sale will be free and clear of liens. There will be sufficient proceeds from the sale to pay all liens against the Property. Any interest of Roth in the Property will be paid out of the net proceeds and Roth has signed off on the Purchase Agreement. The proposed sale of the Property as set forth in the Purchase Agreement and with a Purchase Price of $2.9 million will be subject to overbid and the Debtor asks the Court to approve the following overbid procedure: a. Bid Deadline: Three business days prior to the hearing on the Sale Motion b. Initial Bid: The initial overbid must exceed the Purchase Price by a minimum of $10,000. For instance, the first bid must be at least $2.91 million. Each subsequent bid must then be in increments of at least $5,000. For instance, the first subsequent bid must be at least $2.915 million. c. Deposit: $87,000 d. Bid Increments: $5,000 Pursuant to the terms of the sale, the Debtor desires to close the sale as soon as practicable after entry of an order approving the sale. Accordingly, he respectfully asks that the Court, in the discretion provided it under Federal Rule of Bankruptcy Procedure 6004(h), waives the 14-day stay. A copy of the Agreement is available at https://tinyurl.com/nau5myz3 from PacerMonitor.com free of charge. Bradley Ray Fox sought Chapter 11 protection (Bankr. C.D. Calif. Case No. 20-10958) on March 17, 2020. The Debtor tapped Michael Totaro, Esq., as counsel. BRAZOS ELECTRIC: Co-Op Files for Chapter 11 After $2.1-Bil. Bill ---------------------------------------------------------------- Brazos Electric Power Cooperative, Inc., a leading, and Texas' oldest and largest, generation and transmission power cooperative serving 16 distribution Member cooperatives that serve more than 1.5 million Texans, announced March 1, 2021, that it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Brazos Electric Power Cooperative filed for Chapter 11 in Texas after racking up an estimated $2.1 billion in charges over seven days of the freeze. Last year, it cost cooperative members $774 million for power for all of 2020, according to Bloomberg. Brazos Electric initiated this financial restructuring to maintain the stability and integrity of its entire electric cooperative system. Before the severe cold weather that blanketed Texas with sub-freezing temperatures February 13-19, Brazos Electric was in all respects a financially robust, stable company with a clear vision for its future and a strong "A" to "A+" credit rating. As a result of the catastrophic failures due to the storm, Brazos Electric was presented with excessively high invoices by ERCOT for collateral and for purported cost of electric service, payment of which was required within days. As a cooperative whose costs are passed through to its members, and which are ultimately borne by Texas retail consumers served by its Member cooperatives, Brazos Electric determined that it cannot and will not foist this catastrophic financial event on its members and those consumers. Chapter 11 is a protective measure that will allow Brazos to maintain the stability and integrity of its entire electric cooperative system and allow the cooperative to continue to provide reliable power and transmission service to its member cooperatives, which includes HILCO Electric. "This week, Brazos and other power distributors are getting invoices to be paid by the end of next week that are 10, 20 and 100 times the normal invoice amounts," said Jackson Walker bankruptcy partner Matt Cavenaugh, who is not currently representing a party in the matter but has direct knowledge of the situation, according to Texas Lawbook. The problem for Brazos Electric, which is a nonprofit, and other power co-ops is that they paid high prices to purchase electricity for their clients, but they don't have the ability to collect the high rates from its retail customers. According to Texas Lawbook, Brazos Electric, a public utility, reported about $1 billion in revenues last 2020 and about $3 billion in assets. It is a 16-member power cooperative -- the state's oldest -- that supplies electricity to hundreds of thousands of customers from Navasota to Lubbock, in addition to supplying some areas in North Texas, such as Azle, Cleburne, Corinth, Corsicana and Decatur. Aside from its power bills, the cooperative has more than $2 billion of debt outstanding, spread across $1.56 billion of secured notes and about $480 million under a credit line administered by Bank of America Corp. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, it is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric Power Cooperative filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. Brazos listed at $1 billion to $10 billion in assets and liabilities as of the filing. Brazos Electric has hired Norton Rose Fulbright and Dallas partner Louis Strubeck, to lead its restructuring effort. Lawyers say that Foley & Lardner LLP bankruptcy partner Holland O'Neil is also advising Brazos Electric. CHATTANOOGA MERCANTILE: Court Denies Assumption of Lease -------------------------------------------------------- Judge Nicholas W. Whittenburg of the United States Bankruptcy Court for the Eastern District of Tennessee, Southern Division, denied Chattanooga Mercantile, LLC's Motion to Assume Lease or Executory Contract and to Determine Any Lease Arrearage. The Debtor is a single-member limited liability company, which operates an antique consignment store in East Ridge, Tennessee. It is owned by Luke Stewart and managed by Steve Watts. In 2012, Luke Stewart and Steve Watts leased commercial property from Chun Chen for the first time. There was no written lease, the parties having contracted orally in their individual capacities. In early 2018, Mr. Stewart and Mr. Watts began looking for a larger business location to operate an antique mall. Once again, they contracted with Mr. Chen, but this time, they executed a written lease. Both parties were represented by counsel, with Mr. Chen's attorney preparing the written lease. The written lease, was signed on April 13, 2018. The lease defined Chun Chen as lessor and Luke Stewart and Steve Watts as lessees. Chattanooga Mercantile, LLC, was formed less than a month later, on May 2, 2018, and began operating an antique mall on the leased premises. During trial, Mr. Stewart and Mr. Watts testified that they discussed with Mr. Chen several changes before signing the contract, with Mr. Stewart writing the agreed-upon revisions into the contract and each party initialing the changes in-line and at the bottom of each page. The lease was executed by all three parties individually at a local bank and was notarized there by Diana Cardona, an employee of the bank. Mr. Chen left the bank with the signed lease; Mr. Stewart and Mr. Watts did not retain a copy of the lease that day. Mr. Chen's attorney recorded the lease with the Hamilton County Register of Deeds on May 9, 2018. For almost two years, the parties performed their lease obligations without incident. When the COVID-19 disease spread throughout the United States in early 2020, the Governor of the State of Tennessee issued an executive order requiring all nonessential businesses to close, effective April 1, 2020. The Debtor complied with the order. In April, Mr. Stewart and Mr. Watts met with Mr. Chen to discuss paying rent while the business was closed. Mr. Stewart and Mr. Watts testified at the hearing that Mr. Chen agreed to waive rent for April, May, and June 2020. Mr. Stewart, however, stated in his declaration that the parties agreed to a waiver of rent only until June 2020. Further, while Mr. Watts testified that the rent for three months was to be free, his declaration states that Mr. Stewart "requested three months for free and if in the future . . . the Debtor could afford to pay [Mr. Chen] back . . . the Debtor would do that." Accordingly, the evidence presented by the Debtor was inconsistent and suggested that if Mr. Chen agreed to anything, he merely agreed to defer the rent rather than waive it. Mr. Chen recalled a different interaction, in which April rent would be waived if rent for the months of May and June was timely paid. The Debtor reopened in May 2020, but the May rent was not paid to Mr. Chen. After Mr. Chen did not receive May's rent, he filed a detainer action in state court. Attached to the detainer summons was a copy of the lease. Mr. Stewart and Mr. Watts maintain that was the first time they were provided with a copy of the executed lease. The Debtor filed its bankruptcy petition under chapter 11 subchapter V on July 23, 2020. During the February 9, 2021 hearing the debtor presented evidence that four handwritten changes were omitted from the recorded lease that accompanied the detainer summons, principal among them being that the debtor would become the lessee once it was formed. Mr. Chen denied he agreed to any changes to the recorded lease that were not expressly noted thereon. He certainly denied agreeing to substitute the debtor as the lessee upon its formation and releasing the individual named lessees to the lease. Mr. Chen opposed assumption of the lease. He contended that the Debtor was not a party to the lease dated June 1, 2018, and therefore, may not assume the lease. The Debtor did not dispute that Mr. Chen, Mr. Stewart, and Mr. Watts executed the lease individually on April 13, 2018. The Debtor however contended that the parties made handwritten changes to the lease contemporaneous with its execution. The Debtor further contended that such changes included an agreement that the Debtor would be deemed the lessee upon the formation of the company. Mr. Chen denied that he agreed to that change to the lease. "Considering the evidence presented as a whole, the court does not find it highly probable that the parties to the lease agreed that, following its formation, Chattanooga Mercantile, LLC, would be the lessee under the lease rather than Mr. Stewart and Mr. Watts. The court does not doubt that Mr. Stewart and Mr. Watts genuinely believe the debtor to be the lessee. The debtor simply failed to establish by clear and convincing evidence the first element necessary to reform the lease as written—that each of the parties, including Mr. Chen, agreed that the debtor, not Mr. Stewart and Mr. Watts, would be the lessee. Accordingly, the court declines to reform the lease to name the debtor as the lessee. Because the lease at issue is not with the debtor, assumption of the lease under 11 U.S.C. Section 365(a) is unavailable to the debtor," Judge Whittenburg held. The case is In re: Chattanooga Mercantile, LLC, Chapter 11, Subchapter V, Debtor, Case No. No. 1:20-bk-12020-NWW (Bankr. E.D. Tenn.). A full-text copy of the Memorandum, dated February 19, 2021, is available at https://tinyurl.com/mk5x4s24 from Leagle.com. About Chattanooga Mercantile Chattanooga Mercantile, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 20-12020) on July 23, 2020, listing under $1 million in both assets and liabilities. Richard L. Banks, Esq., at Richard Banks & Associates, P.C., represents the Debtor as counsel. CHEETAH RENTALS: Creditors to Get Paid from Future Income --------------------------------------------------------- Cheetah Rentals, LLC, submitted an Amended Plan of Reorganization and a Disclosure Statement dated Feb. 23, 2021. The Class 1 claim of the JAMES S. WILKINS, P.C. by James S. Wilkins shall be paid from the retainer held by the claim holder upon the Court's approval of the claim holder's fee, current cash reserves, and from future income of the Debtor. The Class 1 claim of the United States Trustee shall be paid as they become due. Class 2 consists of the secured tax claims in the total amount of $68,592. The Class 2 Creditors, to the extent that their claims are allowed, will be paid over a period of 60 months from the petition date, the entire 100% of the debt, with 12% interest per year. The Class 2 Creditors shall retain the lien against the real property until the debt is paid in full. Class 3 consists of the secured claims of Maria Luisa G. Henderson and Gateway Truck Terminal I, Ltd. The Class 3 claim of Henderson is disputed and will not be paid. The parties for the secured claim of Gateway Truck have agreed to settle this case and the Motion to Compromise has been approved by the Court. Gateway Truck will accept the total sum of $1,500,000 in full satisfaction of all claims asserted against the Debtor. A payment of $30,000 shall be made 30 days following approval of the Rule 99 motion or confirmation of the Plan of Reorganization, whichever occurs later. The remaining balance of $1,470,000 will be amortized over 10 years at 7% interest. Class 4 consists of the unsecured claim of Gateway Truck Terminal I, Ltd. The Class 4 claim of Gateway Truck has been resolved by the Compromise and Settlement Agreement that is referred to in Class 3. The Plan contemplates distributions from the proceeds from the Debtor's future business. The Debtor anticipates that the business will be operated profitably and that it will be able to pay the allowed claims of the creditors. A full-text copy of the Amended Disclosure Coversheet dated Feb. 23, 2021, is available at https://bit.ly/3kw8ttR from PacerMonitor.com at no charge. Attorney for Debtor: James S. Wilkins, Esq. James S. Wilkins, P.C. 1100 NW Loop 410, Suite 700 San Antonio, TX 78205-1711 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About Cheetah Rentals Cheetah Rentals, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-50061) on June 1, 2020. At the time of the filing, the Debtor disclosed total assets of $100,236 and total liabilities of $1,500,000. Judge David R. Jones oversees the case. James S. Wilkins, P.C. serves as the Debtor's counsel. CHENIERE ENERGY: S&P Rates $1BB Senior Unsecured Notes 'BB' ----------------------------------------------------------- On Feb. 25, 2021, S&P Global Ratings assigned its 'BB' issue-level rating (recovery rating: '4') to Cheniere Energy Partners L.P.'s (CQP) $1 billion senior unsecured debt due 2031. At the same time, S&P affirmed its 'BB' issuer credit rating on CQP. The negative outlook on CQP reflects the core relationship with its parent Cheniere Energy Inc. (CEI; BB/Negative/--). The company plans to use the proceeds from the financing to partially repay the $1.5 billion 5.25% senior unsecured notes due in 2025. The 'BB' issue-level rating and the '4' recovery rating on the bonds due in 2031 reflect our expectation that bondholders would receive meaningful (30% to 50%; rounded estimate: 40%) recovery if a payment default occurs. Given the nature of the relationship between CQP and CEI, the outlook on CQP reflects the negative outlook on CEI. S&P could lower the rating on CQP if it lowered the rating on CEI. S&P could revise the outlook to stable if it revised the outlook on CEI. CIELO VISTA: Plan Depends on Outcome of Adversary Proceeding ------------------------------------------------------------ Cielo Vista Hospitality, LLC, a New Mexico LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Liquidating Plan and a corresponding Disclosure Statement on Feb. 23, 2021. Cielo Vista is a single-use entity, owned by Hitendra Bhakta, created to purchase a motel property in El Paso, Texas. The sale has never closed and Cielo Vista does not operate any business. Gateway escrowed $300,000 pending closing of the purchase, which funds are still held by Stewart Title Company. Cielo Vista is engaged in litigation with the seller of the hotel, CPLG TX Properties, LLC, over the ownership of the escrowed funds in an adversary proceeding pending before this Court. Currently CPLG's motion to dismiss is fully briefed and awaiting decision. The dispute which will determine whether a distribution in the case is possible is represented by Adversary No. 20-1054j. Defendant CPLG has filed a motion to dismiss, which is fully briefed and awaiting decision. The rest of the pretrial deadlines are stayed pending the decision on CPLG's motion to dismiss Adversary Docket No. 14, issued December 16, 2020. Class 1 consists of the General Unsecured Claims (Non-Insiders). Allowed Class 1 Claims will be paid pro rata, from the recovery of the Escrowed Funds from Stewart Title, if the Debtor prevails in the adversary proceeding. Class 1 creditors will not receive any interest on their allowed claim. If the Debtor prevails, Class 1 claims will be paid in full. If not, there is unlikely to be any recovery at all. Hitendra Bhakta will retain his ownership of Cielo Vista post- confirmation. The Debtor anticipates funding the Plan through the sale of all assets of the Estate. The Escrowed Funds are subject to the claims of CPLG; if Debtor prevails in the Adversary Proceeding the Escrowed Funds will fund the payment of creditors. The Debtor filed an adversary proceeding against CPLG to recover the Escrowed Funds it paid to Stewart Title for the purchase of the La Quinta Inn. Debtor seeks a Court ruling that performance of the Purchase Agreement was rendered impossible, impracticable or both by the global Covid-19 pandemic. The relief the Debtor seeks is a rescission of the Purchase Agreement whereby CPLG will recover title to the La Quinta Inn and Debtor will recover ownership of the Escrowed Funds. A full-text copy of the Disclosure Statement dated Feb. 23, 2021, is available at https://bit.ly/2P9i3qH from PacerMonitor.com at no charge. Attorney for the Debtor: Michael K. Daniels PO Box 1640 Albuquerque NM 87109 Telephone:(505)246-9385 Fax:(505)246-9104 About Cielo Vista Hospitality Cielo Vista Hospitality, LLC was incorporated in January of 2020 under the laws of the State of New Mexico. It is a single-member limited liability company owned by Hitendra Bhakta. Cielo Vista is a single-use entity created to purchase a motel property in El Paso, Texas. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20 10877) on April 29, 2020, listing under $1 million in both assets and liabilities. Michael K. Daniels, Esq., represents the Debtor. COMPASS GROUP: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------- On Feb. 25, 2021, S&P revised its outlook on Compass Group Diversified Holdings LLC (CODI) to stable from negative and affirmed its 'B+' long-term issuer credit rating. S&P said, "At the same time, we raised our senior unsecured issue rating on CODI to 'B+' from 'B'. We revised the recovery rating to '4', indicating our expectation for an average (30%-50%) recovery in the event of a default, from '5', a modest (10%-30%) recovery. "We also affirmed our senior secured rating on the revolver at 'BB'. The recovery rating on the senior secured revolver remains '1', indicating our expectation for very high (90%-100%) recovery in the event of a default. "The outlook revision reflects that CODI's aggregate portfolio value has improved, in our view, and we now expect that the company's loan-to-value (LTV) ratio will remain 30%-45%. We also believe that CODI's investee companies will continue to be able to make interest payments on their intercompany loans, and that these payments will continue to cover CODI's operating expenses by above 0.7x." CORSAIR GAMING: S&P Upgrades ICR to 'BB-' on Stronger Performance ----------------------------------------------------------------- S&P Global Ratings raised its rating on Fremont, Calif.-based computer peripherals and gaming hardware provider Corsair Gaming Inc. to 'BB-' from 'B+' and its rating on its first-lien debt to 'BB-' from 'B+'. Corsair has fully repaid the outstanding amount on its second-lien debt. S&P's '3' recovery rating on the first-lien debt is unchanged. S&P said, "The stable outlook reflects our expectation for low-double-digit percentage revenue growth for 2021 and continued free cash flow growth, enabling lower debt balances and leverage maintained below 3.0x. "Our upgrade is based on strong performance in 2020 and our forecast for further growth and cash generation improvement. S&P Global Ratings-adjusted leverage declined to less than 2.0x as of year-end 2020, well below our previous forecast, driven by 55% revenue growth and S&P Global Ratings-adjusted EBITDA margin expansion of over 600 basis points (bps). EBITDA margin expansion was enabled by positive mix shifts, including strong growth in the higher-margin streaming portfolio. For 2021, we forecast EBITDA margins to stay in 10%-12% range, while we anticipate debt to EBITDA to remain below 2.0x, with FOCF to debt exceeding 25%. Our 2021 base-case assumptions include low-double-digit revenue growth and an additional $100 million in debt repayment, which is subject to supportive business conditions and cash flows strength. "We expect Corsair to repay debt over 2021, and the corresponding reduction in interest expense will support improved FOCF generation capabilities; however, we expect modest margin compression, as we anticipate additional investment in product innovation to drive growth. Subsequently, we forecast EBITDA to remain broadly flat in 2021, after increasing more than twofold in 2020, while we anticipate FOCF to remain stable as well at approximately $160 million." Financial-sponsor ownership, relatively low margins, and lack of a stated financial policy remain significant constraints. S&P said, "After Corsair's IPO, financial sponsor EagleTree continues to hold about 69% ownership in the company, and we continue to consider it to be sponsor controlled. Additionally, through its Investor Rights Agreement, EagleTree retains the exclusive right to designate the chairman to the board of directors, as well as to nominate the majority of the directors to the board, which, in our view, enables it to control many aspects of financial decision-making. That said, we believe that EagleTree will continue to reduce its ownership stake over the coming quarters, and may revise our assessment of Corsair's control in the future as EagleTree's ownership level declines. However, we believe that management remains committed to maintaining a conservative balance sheet and reducing debt over time and additional debt repayments (beyond our assumptions) will be supportive to a higher rating, in our view." Growing demand for gaming and streaming peripherals remains key growth driver. Growth of Corsair's gamer and peripherals segment (peripherals) growth outpaced the company's overall revenue growth in the last two years, as peripherals more than doubled its scale (partially lifted by the SCUF acquisition), while consolidated revenue grew at 35% compound-annual-growth-rate (CAGR). Rising streaming and gaming activities due to COVID-19 shelter-in-place restrictions allowed this segment to post solid earnings, which has also been very accretive to the company's overall margin profile. For fiscal 2021 and beyond, we expect the peripherals segment to continue to outperform gaming components and systems (components) segment, on the back of new product launches (new console-related hardware) and relatively shorter-replacement cycles. S&P said, "Our stable outlook on Corsair is based upon our expectation that Corsair will be able to generate double-digit revenue growth as demand in gaming system/peripherals remains robust and e-sports markets continue to outgrow broader computing hardware sales. Moreover, the modest improvement in the macroeconomic backdrop could further support top-line growth, profitability, and free cash flow, subsequently improving the company's ability to maintain an adjusted debt-to-EBITDA ratio below 2.0x. "Our outlook is also supported by our expectation that leverage will decline to the sub-1.5x area by the end of 2021 and stabilize through 2022, largely the result of continued debt repayment. Our base-case scenario assumes Corsair will not pursue additional major acquisitions over the next 12 months. "We could lower the rating over the next year if the company sustains adjusted debt to EBITDA above 3.0x or experiences a significant deterioration in free cash flow. Such a scenario could occur if the company loses key distribution partners or there is a sharp decline in discretionary spending or a general downturn in the PC gaming hardware market. "Given Corsair's existing sponsor ownership and relatively low margin profile, it is unlikely we would raise the ratings over the next 12 months. Over the longer term, we would consider an upgrade to Corsair if it is able to improve its margin profile over a longer period, maintain leverage below 2.0x, and see an increasing share of public ownership. Furthermore, any additional debt repayments, above and beyond our assumptions, would also be supportive to a higher rating." COUNTRY FRESH: Auction of Substantially All Assets Set for March 22 ------------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by Country Fresh Holdings, LLC, and affiliates relating to the sale of substantially all assets to Stellex/CF Buyer (US) and Stellex/CF Buyer (CN) Inc., subject to overbid. The Stalking Horse Bidder will buy the Assets for a total consideration of: (a) $30 million in cash consideration; (b) $25 million senior secured note; (c) assumption of certain liabilities relating to PACA Claims, Assumed Prepetition Payables and Post-Petition Trade Payables not to exceed, in the aggregate, $21.5 million; and (d) Cure Costs. The Bid Procedures Hearing was held on Feb. 25, 2021, at 11:30 a.m. (CT). The Debtors are authorized to enter into the Stalking Horse Purchase Agreement, subject to higher or otherwise better offers received from Qualified Bidders at the Auction in accordance with the Bid Procedures. The Expense Reimbursement ($700,000) and Break-Up Fee ($1.45 million) are approved in their entirety and are payable in accordance with, and subject to the terms of, the Stalking Horse Purchase Agreement and the Bid Procedures. The Break-Up Fee and the Expense Reimbursement will constitute allowed super-priority administrative expense claims pursuant to sections 364(c)(1), 503, and 507 of the Bankruptcy Code. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 19, 2021 b. Initial Bid: The aggregate amount of cash and other consideration being offered by the Potential Bidder exceeds the aggregate sum of the following: (i) the Purchase Price (as defined in the Stalking Horse Purchase Agreement); (ii) an amount in cash sufficient to satisfy the Stalking Horse Bid Protections payable to the Stalking Horse Bidder; and (iii) minimum overbid amount of $500,000 in cash or cash equivalents c. Deposit: 10% of the aggregate value of the Potential Bidder's cash and non-cash consideration to be held in the Sellers' counsel's trust account d. Auction: 10:00 a.m. (CT) on March 22, 2021, at 9:30 a.m.(CT) e. Bid Increments: $200,000 f. Sale Hearing: (i) U.S. - March 25, 2021, at 9:30 a.m. (CT), (ii) Canada - March 26, 2021 at 12:00 p.m. (ET) g. Sale Objection Deadline: March 23, 2021, at 4:00 p.m. (CT) h. Closing: March 31, 2021 The Sale Notice and Post-Auction Notice are approved. Within three business days after the Court enters the Order, the Debtors shall file and serve a copy of the Sale Notice upon the Sale Notice Parties. The Assumption and Assignment Procedures regarding the assumption and assignment of the executory contracts and unexpired leases proposed to be assumed by the Debtors and assigned to the Stalking Horse Bidder (or the Successful Bidder(s), following the Auction, if any), in accordance with the Stalking Horse Purchase Agreement (or other definitive asset purchase agreement), are approved. On March 2, 2021, the Debtors will file and serve a copy of the Assumption and Assignment Notice on the counterparties to the Proposed Assumed Contracts. The Contract Objection Deadline is (i) March 23, 2021 at 4:00 p.m. (CT), and (ii) 14 calendar days following service of the Assumption and Assignment Notice. Notwithstanding Bankruptcy Rules 6004, 6006, or otherwise, the Order will be effective and enforceable immediately upon entry, and its provisions will be self-executing. To the extent applicable, the stays described in Bankruptcy Rules 6004(h) and 6006(d) are waived. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/2xrxj79s from PacerMonitor.com free of charge. About Country Fresh Holding Country Fresh Holdings, LLC, operates as a holding company. The Company, through its subsidiaries, provides fresh-cut fruits and vegetables, snacking products, and home meal replacement solutions. Country Fresh Holdings serves customers in the United States and Canada. Country Fresh Holding Company Inc. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-30574) on Feb. 15, 2021. The Hon. David R. Jones is the case judge. The Debtors tapped FOLEY & LARDNER, LLP, as counsel; and ANKURA CONSULTING GROUP, LLC, is the management and restructuring services provider. EPIQ CORPORATE RESTRUCTURING is the claims agent. CPI CARD: S&P Places 'CCC+' ICR on Watch Positive on Refinancing ---------------------------------------------------------------- S&P Global Ratings placing all of its ratings on CPI Card Group Inc., including its 'CCC+' issuer credit rating and existing issue-level ratings, on CreditWatch with positive implications. At the same time, S&P is assigning its preliminary 'B-' issue-level rating and '3' recovery rating to CPI's proposed $310 million senior secured notes due 2026. The '3' recovery rating indicates its expectation for average (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. CPI Card is planning to refinance its existing capital structure with a $50 million asset-based lending (ABL) facility (unrated) and $310 million of senior secured notes, both due 2026. The company will use the proceeds from this debt to repay all of its existing outstanding debt and any related fees and expenses. The CreditWatch placement reflects S&P's view that the proposed transaction will alleviate CPI's near-term refinancing risks, which are a key credit factor constraining its current ratings. S&P also expects the company to maintain its improved operating performance in 2021 with free operating cash flow (FOCF) generation of between $12 million and $14 million over the next 12 months. The proposed refinancing will materially improve CPI's maturity profile while lowering its net debt and reducing its covenant risk. The company plans to use the proceeds from the proposed transaction, along with balance sheet cash, to repay all of its existing debt. The ABL and senior secured notes will both mature in 2026 and we expect the refinancing to eliminate the refinancing risk associated with its existing debt, all of which matures between May and August 2022. Furthermore, the proposed transaction will be covenant-lite, which reduces the likelihood of a covenant breach over the next 12 months and alleviates any potential liquidity concerns. The natural credit and debit card renewal cycles along with the increased uptake of high-margin new products will support the company's future revenue growth and improve its EBITDA and cash flows. S&P said, "CPI's fiscal-year 2020 operating performance exceeded our expectations. Existing card replacement demand and the ongoing transition to new dual-interface contactless cards helped the company increase its revenue while improving its adjusted EBITDA margins to the high-teen percent area amid the highly unusual conditions stemming from the coronavirus pandemic. We expect a steady card renewal cycle along with the increased penetration of higher-margin products, such as the dual-interface contactless cards and other more sustainable offerings like cards made from recovered ocean-bound plastic, to help the company improve its revenue by the low-single digit percent area while sustaining adjusted EBITDA margins in the 17.5%-18.0% range. We forecast these factors will translate to an increase in CPI's absolute EBITDA and cash flow generation and support an overall improvement in its credit metrics over the next two years." S&P said, "The CreditWatch placement reflects our view that the proposed transaction will alleviate CPI's near-term refinancing risks, which is a key credit factor constraining our current ratings. We also expect the company to maintain its improved operating performance in 2021 with FOCF generation of between $12 million and $14 million over the next 12 months. "We expect to resolve our CreditWatch, raise our issuer credit rating on CPI by one notch, and assign a stable outlook if the company completes the transaction as proposed. On the other hand, we could remove the 'CCC+' rating from CreditWatch and assign a negative outlook if CPI is unable to consummate the transaction or the terms are onerous enough to reduce its annual FOCF generation below $10 million." DON & SON: Seeks Court Approval to Hire Accountant -------------------------------------------------- Don & Son Excavating, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Zeljko Jake Mitrovic, an accountant at Pinnacle Accounting, Inc. The accountant will render these services: (a) advise the Debtor regarding financial matters; (b) prepare tax returns; (c) prepare additional financial data necessary to be filed or presented in this case; (d) perform such other accounting services in the case. Mr. Mitrovic will be compensated at his hourly rate of $175 and will be reimbursed for work-related expenses incurred. As disclosed in court filings, Mr. Mitrovic neither holds nor represents any interest adverse to the Debtor. The accountant can be reached at: Zeljko Jake Mitrovic Pinnacle Accounting, Inc. 24600 Center Ridge Rd., Suite 215 Westlake, OH 44145 Telephone: (440) 471-0184 About Don & Son Excavating Don & Son Excavating, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10548) on Feb. 18, 2021. In the petition signed by Donald E. Mansfield, Jr., owner, the Debtor disclosed $100,001 to $500,000 in both assets and liabilities. Judge Arthur I. Harris oversees the case. The Debtor tapped Susan M. Gray, Esq., as its legal counsel and Zeljko Jake Mitrovic of Pinnacle Accounting, Inc. as its accountant. DOS POTRILLOS: Unsecured Creditors to Be Paid in Full in Plan ------------------------------------------------------------- Dos Potrillos LLC submitted a Plan and a Disclosure Statement on Feb. 24, 2021. A preliminary hearing on the Disclosure Statement and Plan is scheduled for March 9, 2021. The Debtor filed a combination of a liquidating plan and a plan of reorganization. In other words, the Debtor seeks to sell one or more assets and, after the sale, make payments under the Plan to holders of allowed claims. The Debtor owns four pieces of real property. One property is a triplex which is rented to three separate families, one property is commercial land which is rented to a trucking company, one property is occupied by David Romero, his wife and his daughter Tracey Romero, and one property is an eight-unit building which Debtor intends to sell. The Debtor's intention is to sell the eight-unit building and pay the secured creditor in full from the proceeds of the sale. If the proceeds are not sufficient, the Debtor will attempt to work out an agreement with the lender to consent to the sale of the eight-unit property while retaining its lien on the other two properties for any remaining balance owed on the note. Once this is accomplished, the Debtor will attempt to work on consensual plan treatment for payment of any remaining balance. The Debtor's significant assets are as follows: 1. Real property commonly referred to as 534 E. 19th Street, Long Beach, CA 90806. This property is a triplex with an estimated value of $700,000; 2. Real property commonly referred to as 524 E. 19th Street, Long Beach, CA 90806. This property is a single-family residence with an estimated value of $535,000; 3. Real property commonly referred to as 329 W. Magnolia Street, Compton, CA 90220. This property is an eight-unit apartment complex with an estimated value of $2,450,000; and 4. Real property commonly referred to as 902 Nicholson Avenue, Wilmington, CA 90744. This property is a commercial lot used to park commercial vehicles. It does not have any structures on the lot. The estimated value is $1,300,000. The Debtor estimates that Class 3 general unsecured debt totals $1,638. Class 3 will be paid in full on the Effective Date. The Plan will be funded from Debtor's rental income. In addition, David Romero as an interest holder of the Debtor shall contribute new value by providing a cash infusion of $10,000 upon the effective date of the plan. Attorney for the Debtor: Thomas B. Ure Ure Law Firm 800 West 6th Street, Suite 940 Los Angeles, California 90017 Tel: (213) 202-6070 Fax: (213) 202-6075 E-mail: tom@urelawfirm.com A copy of the Disclosure Statement is available at https://bit.ly/3r1YQWa from PacerMonitor.com. About Dos Potrillos LLC Long Beach, Calif.-based Dos Potrillos LLC filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 20-20771) on Dec. 7, 2020. In the petition signed by David Romero, manager, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Barry Russell oversees the case. Ure Law Firm serves as the Debtor's bankruptcy counsel. EASTERN NIAGARA: Diamond Medical Buying Newfane Property for $800K ------------------------------------------------------------------ Eastern Niagara Hospital, Inc., asks the U.S. Bankruptcy Court for the Western District of New York to authorize the private sale of the real property located at 2600 William Street, in Newfane, New York ((1)V/L William Street, SBL No. 38.08-2-50; (2) 6-37 Ketchum Avenue, SBL No. 380.08-2-60.1; (3) V/L Main Street, SBL No. 38.08-2-71; (4) V/L Wallace Avenue, SBL No. 38.08-2-73.1; and (5) V/L William Street, SBL No. 38.08-2-51.1), to Diamond Medical Associates, P.C. for $800,000, "as is, where is," free and clear of liens, claims and encumbrances. A hearing on the Motion is set for March 25, 2021 at 12:00 p.m., (call-in 1-571-353-2300, courtroom id 790038600# and security passcode 9999#). Any appearances must conform with the Court's Administrative Order, entitled In re: Court Proceedings During COVID-19 Public Health Emergency, dated March 24, 2020 and updated on May 7, 2020, June 29, 2020, Aug. 25, 2020, Oct. 30, 2020 and Dec. 16, 2020 and available at https://www.nywb.uscourts.gov/court-coronavirus-covid-19-news-and-updates. Since the inception of the Chapter 11 case, the Debtor, with the assistance of its counsel and financial advisors, have investigated and analyzed a number of strategies to preserve and maximize the value of its assets. It retained Hunt Commercial Real Estate as its real estate broker to sell 2600 William Street. It concluded that, under the circumstances, the best way to maximize the value of its assets for the benefit of its creditors is to conduct a private sale of the Property. The Debtor previously filed a motion to approve the sale of 2600 William Street, which was approved by the Court for the purchase price of $1 million. However, the purchaser terminated the agreement during the due diligence period. Hunt has extensively marketed the property. After the exhaustive efforts of Hunt, the Debtor brought a motion to sell 2600 William Street to Daniel Dadbin. Dadbin made a deposit of $30,000 and agreed to a purchase price of $1 million. Dadbin terminated the agreement during the 90-day due diligence period. After termination of the first contract, Hunt continued to market the property. After negotiations, the Debtor accepted an offer from the Purchaser, subject to Court approval. The deposit of $25,000. is being held in escrow by the Debtor's broker. The Agreement provides for a sale price of $800,000 for 2600 William Street. It provides the Purchaser with a 45-day Due Diligence period. However, on Jan. 27, 2021, a first addendum was executed which reduced to purchase price to $650,000. The first addendum was entered into because of the anticipated regulatory delay in approval of the property for the Purchaser's intended use (Department of Health approval is required). The approval is expected to take approximately two years and there will be significant carrying cost as a result. The Purchaser is able to pay cash at closing. Said fund would be immediately available to the Debtor, consistent with the terms of the Agreement, which is subject to Court approval. The Debtor has scheduled the value of the property to be $1 million. It now asks to sell 2600 William Street to the Purchaser in an effort to maximize the value of this asset for its estate. Hunt has saturated the market, and has diligently marketed 2600 William Street, locally, nationally and internationally. Monetizing the asset at this price after extensive marketing efforts will result in the best return to the estate. The Purchaser is ready and able to acquire 2600 William Street subject to the terms of the Agreement, which includes Court approval. Additionally, the Debtor asks permission to pay a 5% commission to Hunt in connection with the sale. Said commission was set forth in the listing agreement which was filed with the Court as part of Hunt's retention. The Debtor submits that the facts in the case warrant approval of the private sale to the Purchaser, and special circumstances exist to approve such a sale. Among other things, it is not in need of 2600 William Street since it has significantly scaled back its operations. Also, winter months are coming which will require added expense to preserve the property. For all of these reasons, the private sale of 2600 Williams Street as sought and the payment of the realtor's commission should therefore be approved. The Debtor owns the property free and clear of any liens and encumbrances. To implement the foregoing successfully, the Debtor asks that the Court enters an order providing that notice of the relief sought satisfies Bankruptcy Rule 6004 (a) and that the Debtor has established cause to exclude such relief from the 14-day stay under Bankruptcy Rule 6004 (h). A copy of the Agreement is available at https://tinyurl.com/hxefw3k2 from PacerMonitor.com free of charge. The Purchaser: DIAMOND MEDICAL ASSOCIATES, P.C. 911 Avenue U, First Floor Brooklyn, NY 11223 Attn: Eili Fteha, Manager About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. On Aug. 27, 2020, the Court appointed Hunt Commercial Real Estate as broker. EDGEWELL PERSONAL: S&P Rates New $500MM Senior Unsecured Notes 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Edgewell Personal Care Co.'s proposed $500 million senior unsecured notes due 2029. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P views the transaction as leverage neutral because the company will use the net proceeds from the proposed notes to repay its $500 million 4.70% senior unsecured notes due 2022, which are being called. S&P estimates Edgewell has about $1.3 billion of total debt outstanding. S&P said, "All of our existing ratings on the company, including our 'BB' issuer credit rating, are unchanged. Our ratings incorporate Edgewell's participation in intensely competitive categories where it competes against larger multinational players, such as Procter & Gamble Co. This includes its position as the No. 2 player in the $20 billion wet shave category, which accounts for about 65% of its operating profit. "Our negative outlook reflects the company's weakened credit metrics following its recent acquisition of Cremo and the potential that we will lower our rating if it sustains leverage of over 4x due to more aggressive financial policies or potentially sustained weak economic conditions following the COVID-19 pandemic. Edgewell's S&P Global Ratings-adjusted leverage was in the low-4x area as of Dec. 31, 2020." EVEN STEVENS: United States Trustee Says Plan Deficient ------------------------------------------------------- The United States Trustee objects to the Disclosure Statement filed by Debtors Even Steven Sandwiches, LLC, Even Stevens Utah, LLC, Even Stevens Idaho, LLC, and Even Stevens Washington, LLC. The United States Trustee points out that the Debtors' Disclosure Statement in the case is deficient because it fails to provide adequate information upon which creditors are able to make an informed decision regarding acceptance or rejection of the Plan. The United States Trustee claims that the Debtors have offered no proof or even factual allegations to support either theory upon which consolidation may be ordered. Instead, the Debtors rely upon the mere conclusory assertion that the criteria for consolidation have been met. The United States Trustee asserts that the Debtors should be required to clarify that ballots are not currently due and will only become due after the Court approves the Disclosure Statement and issues an order providing a deadline for casting ballots. The United States Trustee further asserts that the creditors simply lack sufficient information to make an informed decision about the feasibility of the Plan without any information from which creditors can gauge whether the Proposed Purchaser will realistically be able to make the future payments under the Plan. The United States Trustee states that the Disclosure Statement is deficient because there is no itemization of assets held by each Debtor as of the date of the Disclosure Statement. Creditors need to know precisely what assets are currently held by each Debtor, including present cash on hand. The United States Trustee says that the Disclosure statement fails to advise creditors of the estimated return to each class of creditors. If the Plan is confirmed, the Debtors need to explain how the future periodic payments called for by the sale will be distributed, to whom, in what amounts, and on what dates. A full-text copy of the United States Trustee's objection dated Feb. 23, 2021, is available at https://bit.ly/2OaGjbn from PacerMonitor.com at no charge. About Even Stevens Sandwiches Even Stevens Sandwiches, LLC, opened its first restaurant in downtown Salt Lake City, Utah, in June 2014. It has eight operating locations: seven in Utah and one in Idaho. Even Stevens Sandwiches and its affiliates each filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on March 21, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is the Debtor's legal counsel. FLORIDA TILT: Has Cash Collateral Access on Interim Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, has authorized Florida Tilt, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance to pay for the expenses and costs of administration incurred by the Debtor. The Secured Creditors, Wells Fargo, EBF Partners, LLC d/b/a Everest Business Funding or any other creditor that may assert a lien on cash collateral will retain their liens on the Cash Collateral to the extent and priority that they held properly perfected prepetition security interests in such Cash Collateral, subject to further order of the Court. The Debtor is directed to pay adequate protection in the amount of $1,500, due on or before November 25, 2020 during the period of the Interim Order without prejudice to future modification of the adequate protection payment by the secured creditor and maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Wells Fargo, with appropriate endorsements naming Wells Fargo as loss payee. The Debtor will also provide Wells Fargo with reasonable and prompt access to all personal property collateral securing Wells Fargo's claims so as to allow Wells Fargo appraisers to evaluate the collateral, with at least 10 business days advance notice and in a fashion so as to not interrupt the business operations of the Debtor. The Court's Order enumerated these Termination Events: (a) the Debtor's failure to promptly remit to Wells Fargo any adequate protection payment; (b) the Debtor's filing of a motion for the conversion of this reorganization case to Chapter 7; (c) the reversal, revocation, modification, amendment, stay or rescission of the Order, unless expressly consented to by the Wells Fargo; (d) the Debtor's failure to comply with, or its default under any terms or condition of, the Order or any amendment or modification hereof, which failure or default is not cured by 5:00 p.m. Eastern Time on the fifth Business Day after the giving of written notice of such failure or default by Wells Fargo or their counsel to the Debtor and its counsel of the occurrence of such failure or default; (e) the distribution of any Cash Collateral, other than in accordance with the express terms of the Order and Budget; or (f) upon payment in full of the entire claim of the Secured Creditors. A further hearing on the Motion is scheduled for April 8, 2021 at 1:30 p.m. A copy of the Order and the Debtor's budget is available for free at https://bit.ly/3kwmCXP from PacerMonitor.com. About Florida Tilt, Inc. Florida Tilt, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20779) on Oct. 1, 2020, listing under $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Ariel Sagre, Esq., at Sagre Law Firm, P.A., serves as the Debtor's legal counsel. Until further notice, the United States Trustee said it will not appoint a Committee of Creditors pursuant to 11 USC Section 1102. FOCUS FINANCIAL: S&P Assigns 'BB-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issuer credit rating to Focus Financial Partners Inc. The outlook is stable. S&P issues rating on the first-lien term loan and revolving credit facility issued by Focus Financial Partners LLC, a subsidiary of Focus Financial Partners Inc., remains 'BB-'. The recovery rating on the first-lien facility remains '3', reflecting its expectation for a meaningful (50%) recovery in the event of a payment default. Focus Financial Partners Inc., established after the launch of the company's IPO, is the parent entity of Focus Financial Partners LLC, the borrower of the company's first-lien credit facility (which includes a $650 million revolving credit facility and $1.63 billion term loan). Given the strong linkage between the companies, S&P views Focus Financial Partners LLC as core to Focus Financial Partners Inc. In its assessment, S&P takes into account that the operating entities are under Focus Financial Partners LLC and that is closely linked to the firm's reputation, among other factors. Focus is a partnership of independent fiduciary firms offering wealth management services primarily in the U.S. through the registered investment adviser channel. The company offers multiple services to its partner firms, including marketing and business development, legal and regulatory oversight, talent management, operational and technological enhancement, cash and credit solutions, and succession planning. Stone Point Capital and KKR, two private equity firms, strategically invested in Focus in 2017, while management and partners rolled over a significant interest in this transaction. S&P said, "The stable outlook indicates that we expect the company will operate with leverage, as calculated by S&P Global Ratings, of 4x-5x during the next 12 months and post a double-digit percent increase in revenues as a result of acquisitions completed during 2020 and continued growth of the Focus partnership. "We could lower the ratings if Focus operates with debt to adjusted EBITDA above 5.0x or if its business deteriorates significantly. "We could raise the ratings if the company operates with leverage comfortably below 4x and the business continues to diversify while retaining downside protection." FREEMAN HOLDINGS: Seeks to Amend Order Approving Property Sale -------------------------------------------------------------- Freeman Holdings, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida to amend the order authorizing the sale of the 11,350 sq. ft. single-story medical office building located at 803 Quandt Ave., in Springdale, Arkansas, 0.4-acre lot, legally described as Lots 29 and 30 Block 1, RL Hayes Park Addition, City of Springdale, County of Washington, Parcel No. 815-22544-000, to Arvest Bank for $500,000 credit bid and the reasonable administrative expense claims incurred by the Debtors' estate associated with the sale of the Property to correct a scrivener's error. On Nov. 17, 2020, the Debtor filed an Expedited Motion for Entry of an Order (A) Authorizing and Scheduling the Sale of Real Property, Free and Clear of all Liens, Claims and Encumbrances, Subject to Higher and Better Offers; (B) Approving the Bidding Procedures; (C) Approving the Form of the Asset Purchase Agreement; (D) Scheduling an Auction to Accept Higher and Better Bids; (E) Scheduling a Hearing to Approve Sale Arising out of Auction; (F) Approving Broker Commission; and (G) Waiving the 6004(H) 14-day. On Feb. 16, 2021, the Court entered the Sale Order. As a result of a scrivener's error, recital "E" of the Sale Order incorrectly states that the legal description of the subject real property only includes Lot 29, when it actually includes both Lot 29 and Lot 30. As the property address and the mortgages referenced in the Sale Motion both cover Lots 29 and 30, it is apparent that the parties intended the Sale Motion and Sale Order to reference both Lot 29 and Lot 30. Arvest Bank has consented to the requested relief. The Debtors have filed a copy of the Amended Order Granting Sale Motion. Therefore, the Debtors, with the consent of Arvest Bank, respectfully asks that the Court (a) enters an order granting the Motion and (b) authorizes them to upload an Amended Order Granting Sale Motion, with such order reflecting the corrected lot numbers. A copy of the proposed Amended Order is available at https://tinyurl.com/yz3znhjw from PacerMonitor.com free of charge. About Freeman Holdings Freeman Holdings, LLC, and FWP Realty Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-15410 and 20-15412) on May 17, 2020. At the time of the filing, the Debtors each had estimated assets of between $500,001 and $1 million and liabilities of between $1 million to $10 million. Judge Scott M. Grossman oversees the cases. Wernick Law, PLLC is the Debtor's legal counsel. On June 25, 2020, the U.S. Trustee said it was unable to appoint an Official Committee of Unsecured Creditors. FREEMAN MOBILE: May Use Woodforest National Bank's Cash Collateral ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has authorized Freeman Mobile Orthodontics PLLC to use the cash collateral of Woodforest National Bank, including the cash or noncash proceeds of assets that were not Cash Collateral on the Petition Date, on a final basis. The Debtor was authorized to use cash collateral in accordance with the budget with a five percent variance. As adequate protection for the use of Cash Collateral and for any diminution in value of the Lender's prepetition collateral, the Lender is granted a valid, perfected lien upon, and security interest in, all property of the Debtor generated post-petition to the same extent and in the same order of priority of any valid pre-petition lien. The post-petition liens and security interests granted to the Lender, if any, will be valid and perfected post-petition, to the extent and priority of the prepetition liens, without the need for execution or filing of any further documents or instruments otherwise required to be filed or be executed or filed under non-bankruptcy law. The Court's Order enumerated these Events of Default: (a) If the Debtor breaches any term or condition of the Order or any of the Lender's loan documents, other than defaults existing as of the Petition Date; (b) If the Case is converted to a case under Chapter 7 of the Bankruptcy Code; (c) If the case is dismissed; or (d) If any violation or breach of any provision of the Order occurs. The Debtor is also directed to maintain an accounting of all Cash Collateral funds received postpetition, and funds expended to pay the expenses set forth in the Budget, as required by the monthly operating report guidelines. For the sake of clarity, the Debtor will identify cash sales, realized receivables, and new receivables. A copy of the order and the Debtor's budget is available for free at https://bit.ly/2ZWfNp7 from PacerMonitor.com. About Freeman Mobile Orthodontics PLLC Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes price in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christoper Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FRONTERA HOLDINGS: Seeks to Tap Kirkland & Ellis as Legal Counsel ----------------------------------------------------------------- Frontera Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel. Kirkland & Ellis will render these services: (a) advise the Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult the conduct of these chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estates; (e) prepare pleadings in connection with these chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases. The hourly rates of Kirkland's counsel and staff are as follows: Partners $1,085 - $1,895 Of Counsel $625 - $1,895 Associates $625 - $1,195 Paraprofessionals $255 - $475 In addition, Kirkland will be reimbursed for out-of-pocket expenses incurred. As of the petition date, the Debtors did not owe Kirkland any amounts for legal prepetition services. Kirkland also provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' chapter 11 cases? Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category U.S. Range Partners $1,085 - $1,895 Of Counsel $625 - $1,895 Associates $625 - $1,195 Paraprofessionals $255 - $475 Kirkland represented the Debtors during the twelve-month period before January 1, 2021, using the hourly rates listed below: Billing Category U.S. Range Partners $1,075 - $1,845 Of Counsel $625 - $1,845 Associates $610 - $1,165 Paraprofessionals $245 - $460 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period from February 3, 2021 through May 31, 2021. Joshua Sussberg, a partner at Kirkland & Ellis LLP and Kirkland & Ellis International, LLP, disclosed in a court filing that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joshua Sussberg, Esq. Kirkland & Ellis LLP Kirkland & Ellis International, LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com About Frontera Holdings Frontera Holdings, LLC operates a 526-MW combined-cycle natural gas plant near Mission, Texas, and exports power to Mexico. On Feb. 3, 2021, Frontera Holdings LLC and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. No. 21-30354) to seek confirmation of a debt-for-equity plan that would reduce debt by $800 million. At the time of the filing, Frontera Holdings had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis and Jackson Walker L.L.P. as their legal counsel, Alvarez & Marsal as financial advisor, and PJT Partners LP as investment banker. Prime Clerk LLC is the claims agent. The term loan lenders' advisors include Houlihan Lokey Inc. and Akin Gump Strauss Hauer & Feld LLP. The noteholders' advisors include Silver Foundry, LP and Morgan, Lewis & Bockius LLP. FRONTERA HOLDINGS: Seeks to Tap PJT Partners as Investment Banker ----------------------------------------------------------------- Frontera Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ PJT Partners LP as investment banker. PJT Partners will render these services: (a) assist in the evaluation of the Debtors' businesses and prospects; (b) assist in the development of the Debtors' long-term business plan and related financial projections; (c) assist in the development of financial data and presentations to the board, various creditors and other third parties; (d) analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; (e) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the restructuring; (f) provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; (g) evaluate the Debtors' debt capacity and alternative capital structures; (h) participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; (i) value securities offered by the Debtors in connection with a restructuring; (j) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; (k) assist in arranging financing for the Debtors; (l) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and (m) provide such other advisory services. PJT Partners will be compensate based on the following fee structure: (a) Monthly Fee. The Debtors shall pay PJT a monthly advisory fee of $150,000. (b) Capital Raising Fee. The Debtors shall pay PJT a capital raising fee for any financing arranged by PJT. (c) Restructuring Fee. The Debtors shall pay PJT an additional fee equal to $6.50 million. (d) In addition, the Debtors agree to reimburse PJT for out-of-pocket expenses incurred. During the 90-day period before the petition date, the Debtors paid PJT $310,714.29 for fees earned and $364.07 for expenses incurred. Prior to the petition date, PJT had also received advance payments in the aggregate amount of $189,285.71. John James O'Connell III, a partner at PJT Partners, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John James O'Connell III PJT Partners LP 280 Park Avenue New York, NY 10017 Telephone: (212) 364-7800 About Frontera Holdings Frontera Holdings, LLC operates a 526-MW combined-cycle natural gas plant near Mission, Texas, and exports power to Mexico. On Feb. 3, 2021, Frontera Holdings LLC and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. No. 21-30354) to seek confirmation of a debt-for-equity plan that would reduce debt by $800 million. At the time of the filing, Frontera Holdings had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis and Jackson Walker L.L.P. as their legal counsel, Alvarez & Marsal as financial advisor, and PJT Partners LP as investment banker. Prime Clerk LLC is the claims agent. The term loan lenders' advisors include Houlihan Lokey Inc. and Akin Gump Strauss Hauer & Feld LLP. The noteholders' advisors include Silver Foundry, LP and Morgan, Lewis & Bockius LLP. FRONTERA HOLDINGS: Taps Alvarez & Marsal as Financial Advisor ------------------------------------------------------------- Frontera Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Alvarez & Marsal North America, LLC as financial advisor. Alvarez & Marsal will render these services: (a) assist the Debtors in the preparation of financial-related disclosures required by the court; (b) assist the Debtors with information and analyses required pursuant to the Debtors' financing; (c) assist with the identification and implementation of short-term cash management procedures; (d) assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (e) assist the Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) assist in the preparation of financial information for distribution to creditors and others; (g) attend at meetings and assist in discussions with potential investors, banks, and other secured lenders, any official committee(s) appointed in these chapter 11 cases, the United States Trustee for the Southern District of Texas, other parties in interest, and professionals hired by same; (h) analysis of creditor claims by type, entity, and individual claim; (i) assist in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in these chapter 11 cases; (j) assist in the analysis/preparation of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization in these chapter 11 cases; (k) assist in the development and implementation of a communications plan; (l) render such other general business consulting or such other assistance as the Debtors' management or counsel may deem necessary consistent with the role of a financial advisor. The hourly billing rates for the firm's restructuring professionals are as follows: Managing Director $925 - $1,200 Director $725 - $900 Analysts/Associates $425 - $700 The hourly billing rates for the firm's case management professionals are as follows: Managing Director $875 - $1,100 Director $700 - $850 Analysts/Associates $400 - $650 In addition, the firm will be reimbursed for out-of-pocket expenses incurred. The firm received $200,000 as a retainer in connection with preparing for and conducting the filing of the Debtors' Chapter 11 cases. Ray Dombrowski, a managing director at Alvarez & Marsal North America, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ray Dombrowski Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Telephone: (212) 759-4433 Facsimile: (212) 759-5532 Email: rdombrowski@alvarezandmarsal.com About Frontera Holdings Frontera Holdings, LLC operates a 526-MW combined-cycle natural gas plant near Mission, Texas, and exports power to Mexico. On Feb. 3, 2021, Frontera Holdings LLC and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. No. 21-30354) to seek confirmation of a debt-for-equity plan that would reduce debt by $800 million. At the time of the filing, Frontera Holdings had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis and Jackson Walker L.L.P. as their legal counsel, Alvarez & Marsal as financial advisor, and PJT Partners LP as investment banker. Prime Clerk LLC is the claims agent. The term loan lenders' advisors include Houlihan Lokey Inc. and Akin Gump Strauss Hauer & Feld LLP. The noteholders' advisors include Silver Foundry, LP and Morgan, Lewis & Bockius LLP. GALICIAPOKE LLC: SEL Buying Orlando Personal Property for $27K -------------------------------------------------------------- Galiciapoke LLC asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of personal property at the leased premises located at 7600 Dr. Phillips Blvd., Suite 102, in Orlando, Florida, to SEL Ventures, LLC, for $27,000. The Debtor operated a restaurant/food service franchise at the Leased Premises. Pursuant to the Order Deeming Nonresidential Property Lease Rejected as of Date Certain and Granting Turnover of Leased Premises Pursuant to Section 365(d)(4), the Debtor's lease at said location expires on Feb. 28, 2021. Its assets include various restaurant and office furniture and equipment and other personal property at said location, as listed in its Schedule A. The Property is encumbered by a senior lien held by SunTrust Bank. The amount of SunTrust Bank's secured claim far exceeds the value of the Property. The Property was encumbered by junior liens held by American Momentum Bank and the U.S. Small Business Administration, which liens have either been avoided or are subject to avoidance. The Debtor asks the Court's authority to sell the Property free and clear of all liens, claims, encumbrances, and interests, but otherwise "As-Is, Where-Is" and without representations or warranties of any type, express or implied. It proposes to sell the Property to a third-party purchaser, SEL, which is the new tenant for the premises. SunTrust Bank consents to the relief sought. Given that SunTrust Bank's senior lien exceeds the sale price, SunTrust Bank's senior lien will attach to the sale proceeds. The Debtor believes that the price offered for the Property is fair and reasonable and is significantly higher than the prepetition appraisal, and therefore it believes further marketing is unnecessary. About Galiciapoke LLC Galiciapoke LLC sought protection under chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04381) on August 3, 2020, listing under $1 million in both assets and liabilities. Jeffrey S. Ainsworth, Esq. at BRANSONLAW, PLLC represents the Debtor as counsel. GATEWAY HOSPITALITY: Plan Depends on Adversary Proceeding's Outcome ------------------------------------------------------------------- Gateway Hospitality, LLC, a New Mexico LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Disclosure Statement in support of the Liquidating Plan on Feb. 23, 2021. Gateway is a single-use entity, owned by Hitendra Bhakta, created to purchase a motel property in El Paso, Texas. The sale has never closed and Gateway does not operate any business. Gateway escrowed $300,000 pending closing of the purchase, which funds are still held by Stewart Title Company. Gateway is engaged in litigation with the seller of the hotel, CPLG TX Properties, LLC over the ownership of the escrowed funds in an adversary proceeding pending before this Court. Currently CPLG's motion to dismiss is fully briefed and awaiting decision. The dispute which will determine whether a distribution in the case is possible is represented by Adversary No. 20-1054j. Defendant CPLG has filed a motion to dismiss, which is fully briefed and awaiting decision. The rest of the pretrial deadlines are stayed pending the decision on CPLG's motion to dismiss Adversary Docket No. 14, issued December 16, 2020. Class 1 consists of the General Unsecured Claims (Non-Insiders). Allowed Class 1 Claims will be paid pro rata, from the recovery of the Escrowed Funds from Stewart Title, if the Debtor prevails in the adversary proceeding. Class 1 creditors will not receive any interest on their allowed claim. If the Debtor prevails, Class 1 claims will be paid in full. If not, there is unlikely to be any recovery at all. Hitendra Bhakta will retain his ownership of Gateway post-confirmation. The Debtor anticipates funding the Plan through the sale of all assets of the Estate. The Escrowed Funds are subject to the claims of CPLG; if Debtor prevails in the Adversary Proceeding the Escrowed Funds will fund the payment of creditors. The Debtor filed an adversary proceeding against CPLG to recover the Escrowed Funds it paid to Stewart Title for the purchase of the La Quinta Inn. Debtor seeks a Court ruling that performance of the Purchase Agreement was rendered impossible, impracticable or both by the global Covid-19 pandemic. The relief Debtor seeks is a rescission of the Purchase Agreement whereby CPLG will recover title to the La Quinta Inn and Debtor will recover ownership of the Escrowed Funds. A full-text copy of the Disclosure Statement dated Feb. 23, 2021, is available at https://bit.ly/3kvmHLm from PacerMonitor.com at no charge. Attorney for the Debtor: Michael K. Daniels PO Box 1640 Albuquerque NM 87109 Telephone:(505)246-9385 Fax:(505)246-9104 About Gateway Hospitality Gateway Hospitality, LLC, was incorporated in January of 2020 under the laws of the State of New Mexico. It is a single-member limited liability company owned by Hitendra Bhakta. Gateway is a single use entity created to purchase a motel property in El Paso, Texas. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-10879) on April 19, 2020, listing under $1 million in both assets and liabilities. Michael K. Daniels, Esq. represents the Debtor as counsel. GEORGE ANDREW SPRAGUE: Selling 1% Interest in Gas Holdings for $75K ------------------------------------------------------------------- George Andrew Sprague asks the U.S. Bankruptcy Court for the Western District of Kentucky to authorize the sale of his 1% membership interest in GAS holdings, LLC, to GAS Holdings for $$75,000, free and clear of all liens, claims, interest and encumbrances. The Debtor is a farmer and surveyor with his residence and principal place of business in Morganfield, Union County, Kentucky. Prepetition, he owned a 1% membership interest in GAS Holdings which was organized in February 2011. Prepetition, the Debtor was also the manager of GAS Holdings. The other 99% interest in GAS Holdings were owned by the Debtor's three children in equal shares of 33 1/3% each. Upon filing of the petition, the Debtor resigned and was removed as manager of GAS Holdings. John Miller was appointed the manager by the remaining members. The Debtor then entered into a contract with GAS Holdings to provide services to the Company, including continuing with the farming operations which are part of Sprague Brothers Farms. GAS Holdings owns interest in other limited liability companies and partnerships, specifically: a. A 48% interest in William Sprague holdings, LLC, a Georgia limited liability originally organized by the Debtor's father in 1997. b. A 33.33% interest in Sprague Brothers Farms, a Kentucky general partnership acquitted on Jan. 1, 2015; c. A 50% interest in Sprague & Miller Holdings, LLC, a Kentucky limited liability company organized in 1998; d. A 50% interest in Peabody Properties, LLC, a Kentucky limited liability company organized in 2001; and e. 100% interest in real estate located at 311 S. Morgan St., Morganfield Kentucky, acquired in May 2018. Exhibit A is a balance sheet prepared by the Debtor and his counsel with a list of the holdings of GAS Holdings and an estimate as to the value of the assets held by each of the individual entities. The Debtor has not obtained appraisals of these assets other than the real estate located at 311 S. Morgan Street which was appraised for $310,500. GAS Holdings adopted an Operating Agreement. A number of the provisions of the Operating Agreement impact the management and transferability of a membership interest in the Company. On Nov. 30, 2020, the Debtor received a proposal to purchase his interest in GAS Holdings from the company for the sum of $48,000. As the Proposal states, the Company has taken into consideration the lack of control, marketability and transferability of the Debtor's interest in discounting the proposed purchase price from the balance sheet amount listed in Exhibit A. Pursuant to the Operating Agreement, the Company has the right to purchase for "fair market value" which would entitle to the offeror to take discounts for lack of marketability and lack of control. Any third-party purchaser of the Debtor's interest would not have any assurance that it would be admitted as a member of the Company; would be subject to the restrictions on the transfer of the Company; would not have any right to manage the Company and would not necessarily be entitled to any distributions which are left in the sole discretion of the Manager. The Debtor initially filed a Motion to Sell the Membership Interest on Dec. 8, 2020. After objections were filed as to the Motion to Sell, certain parties, including the new manager for GAS Holdings participated in a medication at which time the Company has agreed to pay the sum of $75,000 for the purchase of the stock. The Debtor believes that a purchase price of $75,000 for the 1% membership interest is fair and reasonable, and in the best interest of the estate and the creditor. The Debtor respectfully asks that the Court enters an order authorizing a sale of his 1% membership interest in gas holdings, with the proceeds to be distributed to the unsecured creditors pursuant to a confirmed Plan of Reorganization or as otherwise ordered by the Court. Finally, Federal Rule of Bankruptcy Procedure 6004(h) provides that any order approving a sale of property other than cash collateral is stayed for a period of 14 days. The Debtor respectfully ask that the Court enters an order authorizing a sale of his 1% membership interest in gas holdings, with the proceeds to be distributed pursuant to a confirmed Plan of Reorganization or as otherwise ordered by the Court. A copy of the Exhibit A and the Agreement is available at https://tinyurl.com/hvb6jzaj from PacerMonitor.com free of charge. George Andrew Sprague sought Chapter 11 protection (Bankr. W.D. Ky. Case No. 20-40566) on Sept. 13, 2017. The Debtor chose to proceed as a small business debtor pursuant to Subchapter V of Chapter 11. Elizabeth Zachem Woodward has been appointed as the Subchapter V Trustee. GORDON BROTHERS: Seeks Extension of Cash Collateral Access ---------------------------------------------------------- Gordon Brothers Cellars, Inc. and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Washington for authority to continue using cash collateral on an interim basis. The Debtors have been utilizing cash collateral of Bank of Eastern Washington pursuant to several agreed cash collateral orders. The current cash collateral orders allow the Debtors to utilize cash collateral through February 28, 2021. A final cash collateral hearing was previously set for February 24. The Debtors and BOEW have reached an agreement on the interim use of cash collateral for the period March, 1 2021 to May 31, 2021. The agreement is subject to BOEW receiving the same adequate protection and other protections provided by the previous cash collateral orders entered by the Court. The hope is that the approved cash collateral usage will provide the Debtors with operating money through the projected confirmation hearing on the Debtors' plan -- which was to be filed by March 1. The Debtors intend to submit two agreed orders (one for Gordon Brothers and one for its affiliate, Kamiak Vineyards Inc.) containing the same adequate protection and other protections provided by the previous cash collateral orders entered in the case. A copy of the motion is available at https://bit.ly/37P9Uyf from PacerMonitor.com. About Gordon Brothers Cellars, Inc. Gordon Brothers Cellars, Inc. owns and operates a wine business. Gordon Brothers Cellars sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 20-02003) on November 6, 2020. In the petition signed by Jeffrey J. Gordon, president, the Debtor disclosed $447,844 in assets and $2,148,304 in liabilities. Gordon Brothers Cellars' case is jointly administered with the Chapter 11 case of Kamiak Vineyards Inc., which sought bankruptcy protection (Bankr. E.D. Wash. Case No. 20-02038) on November 17, 2020. Gordon Brothers Cellars' is the lead case. Judge Whitman L. Holt oversees the cases. Roger W. Bailey, Esq. at Bailey & Busey PLLC is the Debtor's counsel. Kevin O'Rourke is the Chapter 11 Subchapter V Trustee. Jason Ayres, Esq., and Todd Reuter, Esq., at Foster Garvey P.C., represent Bank of Eastern Washington. Michael Paukert, Esq., at Paukert & Troppmann, PLLC, represents Equitable Financial Life Insurance Company. GULFPORT ENERGY: To Seek Plan Confirmation on April 7 ----------------------------------------------------- Judge David R. Jones has entered an order approving the Disclosure Statement of Gulfport Energy Corporation, et al. The judge set these dates with respect to the solicitation of votes to accept the Plan, voting on the Plan, and confirmation of the Plan: * The voting record date will be on Feb. 22, 2021. * The solicitation mailing deadline will be on March 1, 2021. * The plan supplement filing deadline will be on March 22, 2021. * The confirmation objection deadline will be on March 29, 2021, at 4:00 p.m. (prevailing Central Time). * The voting deadline will be on March 29, 2021, at 11:59 p.m. (prevailing Central Time). * The deadline to file a voting report will be on April 5, 2021, at 12:00 p.m. (prevailing Central Time). * The confirmation brief response deadline April 5, 2021, at 12:00 p.m. (prevailing Central Time). * The confirmation hearing date will be on April 7, 2021, at 1:00 p.m. (prevailing Central Time) Balance Sheet Restructuring Gulfport Energy Corporation, et al., submitted a Disclosure Statement. Under the terms of the Restructuring Support Agreement, which are embodied in the Plan, the RBL Lenders and the Ad Hoc Noteholder Group have agreed to facilitate a balance sheet restructuring that will reduce debt by approximately $1.25 billion, reduce the Debtors' high fixed operational costs, and provide the Debtors with $580 million in exit financing. As of the Petition Date, the Debtors had approximately $2.41 billion in total funded debt obligations, consisting of: -- A senior secured revolving credit facility (the "RBL Facility") with a borrowing base of $580 million, an elected commitment amount of $580 million, $355.5 million in borrowings outstanding, and $243.7 million in outstanding letters of credit, as of November 13, 2020 (the "Petition Date"). -- A Headquarters Mortgage with approximately $22 million outstanding. -- The 6.625% senior notes due 2023 (the "2023 Notes") in an approximate aggregate principal amount of $350 million. -- The 6.000% senior notes due 2024 (the "2024 Notes") in an approximate aggregate principal amount of $650 million. -- The 6.375% senior notes due 2025 (the "2025 Notes") in an approximate aggregate principal amount of $600 million. -- The 6.375% senior notes due 2026 (the "2026 Notes" and together with the 2023 Notes, the 2024 Notes, and the 2025 Notes, the "Unsecured Notes") in an approximate aggregate principal amount of $450 million. More specifically, the Restructuring Support Agreement and Plan contemplate the following: * DIP and Exit Financing. The RBL Lenders, with the Bank of Nova Scotia as administrative agent (the "DIP Agent"), will provide the $262.5 million DIP Facility, that will "roll up" a portion of the existing RBL Facility and provide sufficient liquidity for the Debtors to operate while in chapter 11. The RBL Lenders have agreed that the RBL Facility and DIP Facility will convert into an exit financing facility (the "Exit Facility") upon the effective date of the Plan (the "Effective Date") subject to the terms and conditions set forth in the Exit Facility Term Sheet. * New Money Equity Rights Offering. The Ad Hoc Noteholder Group has agreed to backstop a new money rights offering of at least $50 million (the "Rights Offering"), in exchange for New Preferred Stock. * Treatment of Unsecured Claims. The holders of unsecured claims against the Debtors (including bondholder claims, rejection damages claims and litigation claims) will receive in the aggregate 100% of the equity of the Reorganized Debtors (prior to the Rights Offering and subject to dilution by the Management Incentive Plan) and $550 million of New Unsecured Notes, depending on whether the Holder's claim is against Gulfport Parent or one of its subsidiaries. * Holders of Notes Claims and General Unsecured Claims against Gulfport Subsidiaries will share in an equity pool consisting of 94% of the equity of the Reorganized Debtors (prior to the Rights Offering and subject to dilution by the Management Incentive Plan) and will receive Rights Offering Subscription Rights and New Unsecured Notes. * Holders of Notes Claims and General Unsecured Claims against Gulfport Parent will share in an equity pool consisting of 6% of the equity of the Reorganized Debtors (prior to the Rights Offering and subject to dilution by the Management Incentive Plan). Holders of Notes Claims will waive recoveries from Gulfport Parent to the extent such Holders have, in the aggregate, received 94% of the equity of the Reorganized Debtors (prior to and not including any dilution by the Management Incentive Plan or any conversion of New Preferred Stock into New Common Stock) until Holders of General Unsecured Claims receive New Common Stock with a value sufficient to satisfy their General Unsecured Claims against Gulfport Parent in full (based on Plan Value). * Treatment of Intercompany Claims. The Plan and the distributions contemplated thereby constitute a global settlement of any and all Intercompany Claims and causes of action by and between any of the Debtors that may exist as of the Effective Date, and any and all Intercompany Claims will be cancelled on the Effective Date in exchange for the distributions contemplated by the Plan to Holders of Claims against and Interests in the respective Debtor entities. The Plan shall be considered a settlement of the Intercompany Claims pursuant to Bankruptcy Rule 9019. * Treatment of Intercompany Interests. Holders of Intercompany Interests shall receive no recovery or distribution and shall be Reinstated solely to the extent necessary to maintain the Debtors' prepetition corporate structure for the ultimate benefit of the Holders of New Common Stock and New Preferred Stock. * Treatment of Existing Equity Interests. The existing equity interests in Gulfport Parent will be canceled without any distribution. The Restructuring Support Agreement also requires that the Debtors reduce firm transportation costs and volumes. To this end, the Restructuring Support Agreement contains a milestone to secure, no later than one hundred and eighty days after the Petition Date, one or more final orders permanently reducing the future demand reservation fees owed by the Debtors over the life of all firm transportation agreements of the Debtors, taken as a whole, by at least 50% of the amount of all such fees owed on October 31, 2020, as calculated on a PV-10 basis, and reducing the future firm transportation average daily demand reservation volumes over the life of all of the firm transportation agreements of the Debtors as of October 31, 2020, taken as a whole, by at least 35%. A copy of the Order is available at https://bit.ly/3uFiidB from Epiq, the claims agent. About Gulfport Energy Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Partners, LP is the financial advisor. The Office of the U.S. Trustee formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The Committee is represented by Norton Rose Fulbright US LLP and Kramer Levin Naftalis & Frankel, LLP. HARBOUR AIRCRAFT: S&P Places 'BB+' Rating on A Notes on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings placed its 'BB+ (sf)', 'BB- (sf)', and 'CCC (sf)' ratings on Harbour Aircraft Investments Ltd.'s series A, B, and C notes, respectively, on CreditWatch with negative implications. The CreditWatch placement primarily reflects the prolonged negative impact of COVID-19 on world travel and the resulting stress on airlines' liquidity and ability to make timely lease payments, especially for transactions with relatively high exposure to off-lease and near-term lease maturities and continued steep decline in rental collections. As of February 2021, the transaction was backed by a portfolio of 20 aircraft, four of which are currently off lease, and two engines, which are also off lease. As of the determination date for the Jan. 15, 2021, payment date, eight of the lessees were more than one month late in rental payment, and a number of aircraft in the portfolio are subject to power-by-the-hour agreements, which also point to future lease payment uncertainty. On the Jan. 15, 2021, payment date, available amounts were insufficient to pay principal on the series A and B notes as well as interest and principal on the series C notes. Although the transaction structure includes a credit facility that may be drawn upon to pay certain expenses and interest on the series A and B notes, such amounts could be depleted in the near future should collections continue to deteriorate at the current pace. Interest on the series C notes is deferrable; nevertheless, the series C interest reserve account has already been depleted. Non-payment of the series A and B principal and series C interest and principal prior to the legal final maturity date does not constitute an event of default. To resolve the CreditWatch placement, S&P will review the transaction over the next 90 days to assess the extent to which the structure can withstand continued disruption in collections. S&P Global Ratings believes there remains high, albeit moderating, uncertainty about the evolution of the coronavirus pandemic and its economic effects. Vaccine production is ramping up and rollouts are gathering pace around the world. Widespread immunization, which will help pave the way for a return to more normal levels of social and economic activity, looks to be achievable by most developed economies by the end of the third quarter. However, some emerging markets may only be able to achieve widespread immunization by year-end or later. S&P said, "We use these assumptions about vaccine timing in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." Environmental, social, and governance (ESG) factors relevant to the rating action: -- Health and safety HENRY HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative on U.S.-based roofing and building envelope solutions' manufacturer Henry Holdings Inc. S&P believes the company will sustain leverage of about 5x-6x as continued demand will somewhat offset the impact from rising input costs. At the same time, S&P is affirming its 'B' issuer credit rating and its 'B' rating on Henry's senior secured facilities. S&P said, "Steady demand across all end markets has increased revenue, which we expect the company will sustain over the next 12 months. S&P expect Henry's revenues to increase in the low- to mid-single-digit percentages over the next 12 months. Demand for Henry's products has remained stable across its residential and commercial end markets, driven by increased repair and replacement as well as new construction activities. Further, weather conditions were supportive through the end of 2020, helping extend some building season activities. "We expect steady revenues from residential end markets (accounting for about 50% of revenues) as we believe repair and remodeling and homebuilding activities will remain strong for at least the next few quarters. Also, contrary to expectations, Henry's revenues from the new commercial construction end market have not contracted so far. We believe this could be driven by its exposure to end markets such as health care and education, which have been somewhat more resilient than retail, hospitality, etc. However, we recognize that the recovery and/or sustenance of the demand from the commercial segment would be key to the company's future revenue growth. "We expect the significant margin improvement in 2020 to erode as crude prices rise. We expect adjusted EBITDA margins for 2021 and 2022 to be about 15%-16%. Henry's margins in 2020 benefited from input cost deflation, particularly for crude oil. Further, the company's high variable cost structure enabled it to maintain margins during the initial months of the COVID-19 pandemic, when volumes sharply declined. Margins improved 3% to about 19% compared to about 16% in 2019. However, as economic conditions recover and crude prices are higher than before the pandemic, we expect margins to compress over the next 12 months. "We expect Henry's financial policy to remain aggressive and adjusted leverage between 5x and 6x over the next 12 months. Given Henry's financial sponsor-based ownership structure, we do not expect substantial deleveraging over the next 12 months. The company continues to use excess cash flows for dividend payouts. However, based on our earnings expectations, we believe it will maintain adjusted leverage of about 5x-6x over the next 12 months. "We also recognize the potential underlying refinancing risks given Henry's short debt maturity profile as its credit facilities, which represent all its reported debt, approach maturity in October 2023. We view this as a constraint to the ratings and could increasingly pressure them as the time to maturity elapses. "The stable outlook on Henry Holdings reflects our view that adjusted leverage will be roughly 5x-6x and EBITDA interest coverage above 2x, as mid-single-digit percentage revenue growth offsets margin compression from rising input costs." S&P could lower the ratings over the next 12 months if: -- Earnings contract over 20% such that adjusted leverage trends toward 7x and EBITDA interest coverage toward 1.5x. Such a scenario could materialize if demand for Henry's products decline, probably due to in an end-market slowdown or if rapidly rising costs, such as those related to crude oil, deplete margins more than expected; or -- The company adopted a substantially more aggressive financial policy--for instance, dividend payouts or debt-financed acquisitions--causing leverage to approach 7x. S&P views an upgrade as highly unlikely over the next 12 months given Henry's small size, narrow product range, and debt maturity profile. However, it could raise the ratings over the next 12 months if: -- Henry significantly expands and diversifies its business, such that we take a more favorable view of its business and operating prospects; -- It refinances debt while producing sustained adjusted debt to EBITDA below 5x; and -- Henry's financial sponsors to commit to maintaining leverage below 5x. IMERYS TALC: Court Gives Guidance on Common Interest Doctrine ------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware provided guidance to Imerys Talc America, Inc. and its affiliated Debtors, the Tort Claimants Committee, and the Future Claimants Representative with respect to the common interest doctrine that must be applied to specific documents and communications responsive to discovery requests. The Debtors, the TCC, and FCR invoked the common interest doctrine in response to discovery propounded by Johnson & Johnson and Johnson & Johnson Consumer Inc. and Arnold & Itkin in connection with the Debtors' Ninth Amended Joint Chapter 11 Plan of Reorganization. "The common interest doctrine is an exception to the general rule that disclosure of a communication to a third party destroys any attendant privilege. In other words, the doctrine permits attorneys representing different parties with similar legal interests to share information without having to share it with others. 'It expands the reach of the attorney client privilege and work product doctrine by providing that, under certain circumstance[s], the sharing of privileged communications with third parties does not constitute a waiver of the privilege,'" Judge Silverstein explained. "To invoke the common interest doctrine, a party must establish: (1) the communication was made by separate parties in the course of a matter of substantially similar legal interest; (2) the communication was designed to further that effort; and (3) the privilege has not been waived. The 'substantially similar legal interest' must be as to the subject matter of the communication for which protection is sought and 'not solely commercial.' The common-interest doctrine does not require complete unity of interest, 'but it is limited by the scope of the parties' common interest.' To the extent that the parties communicate about matters on which they hold opposing interests, those communications lose any privilege. And, of course, the sharing of non-privileged information or documents gains no protection merely because the parties have a common legal interest," Judge Silverstein explained further. The Debtors asserted that the common interest doctrine protects from discovery documents and communications protected by the attorney client privilege or that are work product: Category 1: among Plan Proponents regarding the proposed plan of reorganization and related documents and issues from March 5, 2020 - ongoing. Category 2: between the Debtors and the FCR regarding preserving and/or maximizing assets available or potentially available for recovery to creditors, including related to insurance and/or estate claims, including claims for indemnification from at least as of September 25, 2018 - February 13, 2019. Category 3: among Plan Proponents regarding preserving and maximizing assets available for recovery to creditors, including as related to Johnson & Johnson's indemnity obligations and insurance assets from at least February 13, 2019 - ongoing. Category 4: between Debtors and Imerys, S.A. regarding the bankruptcy action and related proceedings at least as of February 13, 2019 - ongoing. Category 7: among Plan Proponents, Rio Tinto and Zurich regarding the proposed plan of reorganization and related documents and issues from at least as of June 29, 2020 - ongoing. Category 9: among Debtors, the TCC, the FCR and Cyprus regarding the proposed plan of reorganization and related documents and issues from at least as of December 14, 2020 - ongoing. The TCC argued that the common interest doctrine protects from discovery documents and communications protected by the attorney client privilege or that are work product: Category 1: between the TCC and FCR regarding the proposed plan of reorganization and related documents and issues from March 20, 2020 - ongoing. Category 3: between the TCC and FCR regarding preserving and/or maximizing assets available or potentially available for recovery to creditors, including as related to insurance and/or estate claims, including claims for indemnification from June 17, 2019 - ongoing. Category 5: among the TCC, FCR, Rio Tinto and Zurich regarding proposed plan of reorganization and related documents and issues from May 30, 2020 - July 9, 2020. The FCR contended that the common interest doctrine protects from discovery documents and communications protected by the attorney client privilege or that are work product: Category 1: between the FCR and TCC regarding the proposed plan of reorganization and related documents and issues from March 20, 2020 - October 19, 2020. Category 3: between the FCR and TCC regarding preserving and/or maximizing assets available or potentially available for recovery to creditors, including as related to insurance and/or estate claims, including claims for indemnification from June 17, 2019 - October 19, 2020. Category 5: Among the FCR, TCC, Rio Tinto and Zurich regarding the proposed plan of reorganization and related documents and issues from May 30, 2020 to July 9, 2020. Judge Silverstein found that much of the discovery disputes center around the total distribution points or TDPs. He said that the Plan Proponents consider the TDPs a part of the Plan and thus included within each categorical log as category 1. He concluded that: (i) The Debtors and the FCR share a common legal interest in maximizing assets for recoveries to creditors from September 25, 2018 to the Petition Date. (ii) The TCC and the FCR had a common legal interest in maximizing assets for recoveries to creditors during the asserted dates, i.e. from June 17, 2019 through October 19, 2020. (iii) Debtors generally share that common legal interest in maximizing assets for recoveries to creditors with the TCC and FCR from the Petition Date forward. But, Imerys S.A. does not share in that common legal interest, certainly as it pertains to itself. "To be shielded from discovery a document must be the subject of a common legal interest... and be protected by the attorney-client privilege or be work product," Judge Silverstein held. The case is In Re: Imerys Talc America, Inc., Case No. 19-10289 (Bankr. D. Del.). A full-text copy of the decision, dated February 23, 2021, is available at https://tinyurl.com/3rxhn4dp from Leagle.com. About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc. and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. INTEGER HOLDINGS: S&P Affirms 'B+' ICR on Debt Reduction -------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Integer Holdings Corp. and its 'B+' issue-level rating on its senior unsecured debt. The positive outlook reflects the potential for a higher rating if Integer's operating performance gradually normalizes in 2021 and the company reduces leverage below 3.5x with the intention to sustain it. S&P expects the COVID-19 pandemic headwinds to dissipate gradually over 2021 and enable the company to achieve a more normalized operating performance. Integer's financial results for the fourth quarter of 2020 reflected gradual recovery in demand from the decline stemming from the pandemic. Fourth quarter revenues increased sequentially to $269 million from a trough of $236 million in the third quarter. At the same time, while some of Integer's customers reported recovery to near pre-COVID-19 levels in the fourth quarter, its revenues were still 17% below the fourth quarter of 2019. There was a typical delay between demand for end products sold by medical device manufacturers and suppliers such as Integer. This delay was evidenced in the peak of the pandemic in the second quarter of 2020, when Integer's revenue was impacted less than its customers. S&P said, "Although we believe Integer's path to recovery might be somewhat uneven, as continued high COVID-19 infection rates may delay the normalization in manufacturers' supply chains, we still expect Integer's performance to continue to gradually improve over the coming quarters, and its longer term growth trends to be aligned with its customers. The company's guidance for the first quarter of 2021 projects sales improvement to $280 million-$290 million compared to $269 million in the last quarter of 2020, but still below pre-COVID-19 sales. "In our base-case scenario, we assume Integer's performance may remain somewhat uneven during the first half but expect its recovery in the second half to support improvement in 2021 to near pre-COVID-19 revenues (on a same-store basis, excluding revenues from one customer, Nuvectra, which filed for bankruptcy in November 2019)." The company continues to reduce debt, and we project leverage will decrease below 3.5x by the end of 2021. Despite COVID-19-related hurdles, Integer paid down $87.5 million on its debt obligations during 2020 and plans to deploy most of its free cash flow (estimated at $90 million-$110 million) to additional debt reduction in 2021. S&P said, "We also believe it will continue to focus on tuck-in acquisitions and the development of additional capabilities internally to support future growth. According to our assumptions, Integer's merger and acquisition annual spending will be limited within the company's leverage targets. We believe Integer will reduce leverage to the low-3x area by the end of 2021 and sustain it below 3.5x in the coming years. "Our positive outlook on Integer reflects our expectation that operating performance will gradually normalize in 2021, and that it will reduce leverage to the low-3x area and sustain it below 3.5x in the coming years." S&P could revise the outlook to stable if: -- There is an increased risk that Integer's operating performance may deteriorate compared to our base case in 2021, raising leverage above 3.5x for an extended period with limited chance for improvement. This could result from stronger than expected COVID-19 pandemic headwinds or unexpected loss of a significant customer; or -- The company's financial policy turns out to be more aggressive than S&P expects, and it prioritizes acquisitions and sustains leverage above 3.5x. Over the next 12 months, S&P could raise the rating to 'BB-' if: -- The company meets S&P's base-case projections by reducing leverage below 3.5x and we believe it will sustain it below 3.5x (despite moderate business development activity); and -- Its free operating cash flow-to-debt ratio is above 12%. INTERSTATE COMMODITIES: Seeks to Hire Crowe LLP as Accountant ------------------------------------------------------------- Interstate Commodities, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Crowe LLP as its accountant. The Debtor requires an accountant to prepare its tax returns and tax-related services. Crowe will charge the Debtor $17,900 for the preparation of tax returns. In addition, Crowe will seek reimbursement for expenses incurred. Greg Stump, a managing partner at Crowe LLP, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Greg Stump Crowe LLP 9600 Brownsboro Road, Suite 400 Louisville, KY 40241-3902 Telephone: (502) 420-4478 About Interstate Commodities Interstate Commodities Inc., a Troy, N.Y.-based company engaged in the merchandise of commodities, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139 on Aug. 26, 2020. Michael G. Piazza, chief operating officer, signed the petition. In the petition, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Judge Robert E. Littlefield Jr. oversees the case. Forchelli Deegan Terrana, LLP and Tabner, Ryan & Keniry, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. Crowe LLP is the Debtor's accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtor's case on Sept. 25, 2020. The committee is represented by Lemery Greisler, LLC. IRONSIDE LLC: Says Lubechem's Trustee Bid to Delay Plan Filing -------------------------------------------------------------- Ironside, LLC and Ironside Lubricants, LLC ask the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusivity period for proposing a plan of reorganization until the 14th day following the Court's ruling on the Amended Motion of Lubechem, Inc. to Appoint a Chapter 11 Trustee or in the Alternative, Convert to Chapter 11, which is currently scheduled to be heard on May 17 and 18, 2021. The Debtors had previously asked the Court to extend the exclusivity period for them to propose a plan of reorganization to April 19, 2020. The Debtors tell the Court that "an extension of the exclusivity period is also necessary because the Debtor Ironside, is investigating means, with Third parties, the best terms for the ultimate liquidation of most of the Debtor's assets in a manner that will provide the highest return to the Estate while Ironside Lubricants, works on the best way to reorganize its business as a going concern." The Debtors further tell the Court that "The nature of the debts in this case do require extensive negotiations with one creditor -- Lubechem, Inc. The claim of Lubechem is highly contested, and its recent appearance in this case within the past month is illustrative of the reasons why this is the case. No matter how the Lubechem's claim is classified, it will essentially have veto power over any proposed plan because of the requirement to have at least one impaired class accept the proposed plan . . . The Debtors have been working with third parties to devise a plan that could be presented to the Court that would provide maximum value to the Ironside Estate in a liquidating plan. T he Debtor is looking at various options from a sale under Section 363, to an auction with a stalking horse bidder. No plan has been finalized that could be presented to the Court. The latest conference call, which was supposed to be held February 15 was postponed due to our current local weather emergency . . . An extension is mainly needed so that the Court may hear Lubechem's pending motion to appoint a trustee or, alternatively, convert the cases, and the requested extension is projected to allow the exclusivity period to end on the 285th day of this case, which would be within the maximum time allowed for filing a plan and disclosure statement in a small business Chapter 11 case." A full-text copy of the Debtor's extension request is available for free at https://tinyurl.com/vbv3e5n7 from PacerMonitor.com. About Ironside LLC Ironside, LLC -- https://ironsidemfg.com/ -- designs and builds a line of thru-tubing mud motors and other components for the oilfield industry. Its products include bearings, transmissions, components, motors, agitator, and dual flapper valve. Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug. 20, 2020. Randy Riney, managing member, signed the petitions. At the time of the filing, Ironside, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Judge Eduardo V. Rodriguez oversees the cases. Pendergraft & Simon, LLP serves as the Debtors' legal counsel. JDFIU HOGAN: Amends UMB Treatment in Plan ----------------------------------------- JDFIU Hogan Building, LLC, filed a Third Amended Plan of Reorganization on Feb. 24, 2021. At the status conference hearing on Feb. 1, 2021, the Debtor said it is filing an amended plan which will hopefully be consensual with UMB. The UMB secured claim in Class 1 will receive (i) a cash payment of $530,000 on the Effective Date; (ii) a Cash payment of $530,000 sixty days following the Effective Date; and (iii) a Cash payment of $287,000 on June 1, 2021. The following terms will govern the treatment of the Allowed Class 1 Secured Claim: 1. As of the Effective Date, UMB will waive one-half of the default interest that accrued prior to the Petition Date, which equals $67,404.69. Such waiver shall become null and void if a UMB Event of Default (defined below) shall occur, and such amount shall be reinstituted as part of UMB’s Class 1Secured Claim. 2. Upon the occurrence of aUMB Event of Default, the Reorganized Debtor will make an immediate payment to UMB in the amount of $67,405. 3. Interest on the Allowed Class 1Secured Claim will accrue on the principal amount outstanding at the rate of 6.5% per annum from and after the Petition Date. All interest that accrued between Oct. 20, 2019, and the Petition Date, and that remains unpaid as of the Confirmation Date, less the $67,405 referenced in subsection 1, will be paid to UMB on the Effective Date. Such payment is in addition to the payments described above. 4. Beginning on the Effective Date, the Allowed Class 1Secured Claim will be reamortized to provide for payments in an amount necessary to fully amortize such claim over a 25 year period, such payments to be calculated based on the combined principal balance of the loans underlying the Allowed Class 1 Secured Claim as of the Effective Date (after application of the Cash Payment made by Debtor on the Effective Date, with such cash payment to be applied in UMB's discretion as allowed under the loan documents governing the Allowed Class 1 Secured Claim). 5. Payments of principal and interest shall commence 30 days after the Effective Date (with such day of the month being referred to herein as the ("UMB Monthly Payment Date") and continue on the same day of each month for period of 22 additional months. On the date which 24 months following the Effective Date, all amounts that remain owing on the Allowed Class 1Secured Claim shall be paid to UMB. 6. No excess cash flow derived from UMB's collateral shall be paid to non-operating expenses or to Insiders. 7. The Reorganized Debtor shall maintain its principal bank accounts, including any operating account(s), at UMB. 8. If the Reorganized Debtor fails to enter into a material lease of a portion of the Property on or before Dec. 31, 2021, on arm's-length terms with a third party not affiliated with the Debtor, the Debtor's principals or any Guarantors, the Reorganized Debtor will make an additional payment to UMB of $750,000 on or before Jan. 1, 2022. The Reorganized Debtor shall inform UMB in writing prior to entering into any material lease at the Property, and shall include in such notice a copy of the proposed lease. 9. The Debtor will not amend an existing lease without UMB's approval, which such approval shall not be unreasonably withheld. 10. On or before the Confirmation Date, all guaranties relating to the loans that comprise UMB's Class 1Secured Claim shall be reaffirmed by the guarantors under such guaranties (collectively, the "Guarantors") with releases as to UMB, and all Guarantors under such guaranties shall provide updated financial statements. 11. On or before Confirmation of the Plan, the Debtor will sign a written release of any and all claims against UMB that may have existed as of the Petition Date, such release to be in a form provided by UMB. Allowed General Unsecured Claims in Class 2 will reach receive a cash payment in the amount of its Allowed General Unsecured Claim. Provided however, that holders of Allowed General Unsecured Claims who are Insiders shall not receive payment of their Allowed General Unsecured Claim until the Allowed claims of non-Insider Claim holders have been paid in full. Class 3 Interests in the Debtor will retain their interests. On the Effective Date, all real and personal property of the estate of the Debtor, including but not limited to all causes of action of the Debtor, shall vest in the Reorganized Debtor; provided that upon any subsequent conversion to a case under chapter 7, all assets vesting in the Reorganized Debtor, shall pass to the chapter 7 trustee as property of the chapter 7 estate subject to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan. Counsel for the Debtor: Howard Marc Spector SPECTOR & COX, PLLC 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: Hspector@spectorcox.com A copy of the Plan is available at https://bit.ly/3spU7xM from PacerMonitor.com. About JDFIU Hogan Building JDFIU Hogan Building, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-30385) on Feb. 3, 2020. In the petition signed by Bryan Korba, manager, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Spector & Cox, PLLC, is the Debtor's counsel. KNOTEL INC: Court Gives Final Approval to $40.8-Mil. DIP Loan ------------------------------------------------------------- Allison McNeely of Bloomberg News reports that Knotel Inc. has secured final court approval to use its $40.8 million debtor-in-possession loan, and delayed resolution of a dispute with some of its landlords over how it will reject office leases in bankruptcy. Approval of Knotel's bankruptcy loan motion overcame objections from the official committee of unsecured creditors, who said the loan was designed to benefit its stalking horse bidder, Digiatech. The office-sharing firm faces objections from some of its landlords on three motions to shed leases. Landlords expressed concern over how personal property left in the offices will be handled, among other procedural matters. About Knotel Inc. Knotel -- http://www.Knotel.com/-- is a flexible workspace platform that matches, tailors, and manages space for customers. New York-based Knotel offers workspace properties such as desks, open, and private spaces on rent for companies in 20 global markets. In the U.S., Knotel primarily serves in the New York City and San Francisco areas. Knotel, founded in 2015, raised hundreds of millions of dollars from investors. It expanded rapidly for years and was one of the more aggressive competitors in the co-working and flexible office space sector, becoming one of WeWork's fiercest rival. As the COVID-19 pandemic upended the co-working industry, Knotel, Inc., and its U.S. subsidiaries sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a sale of the assets to Newmark Group. Knotel estimated $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. Judge Mary F. Walrath oversees the cases. The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel, Fenwick & West LLP as corporate counsel, and Moelis & Company LLC as investment banker and financial advisor. The Debtors also hired Ernst & Young LLP to provide tax services. Omni Agent Solutions is the claims agent and administrative agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Potter Anderson & Corroon, LLP and Lowenstein Sandler, LLP. KNOTEL INC: Files Notice of March 12 Auction of All Assets ---------------------------------------------------------- Knotel, Inc., and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their approved bidding procedures relating to the sale of substantially all assets to Digiatech, LLC or its designee for $70 million, subject to overbid. on Feb. 1, 2021, the Debtors filed the Motion with the Court asking entry of orders, among other things, (a) approving the Stalking Horse Agreement between the Debtors and Digiatech and related Expense Reimbursement, subject to higher or better bids, (b) approving the Debtors' Bidding Procedures in connection with the proposed auction for the sale of the Assets, (c) approving procedures for the assumption and assignment of executory contracts and unexpired leases in connection with the Sale, including notice of proposed cure amounts, (d) approving the form and manner of notices related to the Sale and Assumption Procedures, and (e) establishing dates and deadlines in connection with the Sale. The Court entered the Bidding Procedures Order on Feb. 22, 2021. The Bidding Procedures set forth the requirements for becoming a Qualified Bidder and submitting a Qualified Bid, and any party interested in making an offer to purchase the Assets must comply strictly with the Bidding Procedures. Only Qualified Bids will be considered by the Debtors, in accordance with the Bidding Procedures. Copies of the Bidding Procedures Motion, the Bidding Procedures, and the Bidding Procedures Order, as well as all related exhibits, including the Stalking Horse Agreement and all other documents filed with the Court, are available free of charge on the Debtors' case information website, located at https://www.omniagentsolutions.com/knotel or by calling (866) 771-0565 (Domestic) or (818) 581-2989 (International). The important dates and deadlines are: a. Bid Deadlin: March 12, 2021, at 10:00 a.m. (ET) b. Auction: If one or more Qualified Bids is received by the Bid Deadline, the Debtors will conduct the Auction with respect to the Assets. The Auction will commence on March 12, 2021 at 2:00 p.m. (ET) at the offices of Milbank LLP, 2029 Century Park East, 33rd Floor, Los Angeles, California 90067, telephonically, or by video via Zoom, or such later time or other place as the Debtors will timely notify all Qualified Bidders. Any interested party will be permitted to attend the Auction by contacting Debtors' counsel Milbank LLP (Mark Shinderman, Esq. (email mshinderman@milbank.com) and Daniel Denny, Esq. (email ddenny@milbank.com)) by email to request access to the Zoom meeting room at least one day prior to the start of the Auction. c. Sale Objection Deadline: March 16, 2021, at 12:00 p.m. (ET) d. Sale Hearing: March 18, 2021, at 2:00 p.m. (ET) The sale will be free and clear of all liens, claims, interests and encumbrances. About Knotel Inc. Knotel -- http://www.Knotel.com/-- is a flexible workspace platform that matches, tailors, and manages space for customers. New York-based Knotel offers workspace properties such as desks, open, and private spaces on rent for companies in 20 global markets. In the U.S., Knotel primarily serves in the New York City and San Francisco areas. Knotel, founded in 2015, raised hundreds of millions of dollars from investors. It expanded rapidly for years and was one of the more aggressive competitors in the co-working and flexible office space sector, becoming one of WeWork's fiercest rival. As the COVID-19 pandemic upended the co-working industry, Knotel, Inc., and its U.S. subsidiaries sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a sale of the assets to Newmark Group. Knotel estimated $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. Morris, Nichols, Arsht & Tunnell LLP is serving as the Company's counsel. Moelis & Company is the investment banker. Omni Agent Solutions is the claims agent. L&M RETAIL: Granted Cash Collateral Access on Interim Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has authorized L&M Retail Ventures, LLC to use cash collateral on an interim basis in accordance with the budget. Use of cash collateral is the only means available to the Debtor to finance its operation and irreparable harm will result if Debtor is not permitted to use the cash collateral. The Debtor is directed to pay Spark Funding, LLC $1,500 per month beginning on March 1, 2021 and continuing until further order of the Court. Spark Funding, LLC reserves all of its rights to seek a determination of whether the receipts it purchased pre-petition are property of the estate. The Debtor reserves the right to dispute the allegedly secured nature of Spark Funding, LLC’s claims. A further hearing on the matter is scheduled for March 15, 2021 at 1:30 p.m. A copy of the Order is available at https://bit.ly/3r8M8F2 from PacerMonitor.com. About L&M Retail Ventures, LLC L&M Retail Ventures, LLC, doing business as Cork n'Bottle, Haskell Liquor, Mike's Discount Liquor and CBS Liquor, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-33189) on Dec. 29, 2020. Ervin Lee, member of L&M, signed the petition. At the time of filing, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Stacey G. Jernigan oversees the case. The Debtor tapped Lane Law Firm, PLLC as its legal counsel and DiLucci CPA Firm as its accountant. LESLIE'S POOLMART: S&P Assigns 'B+' Rating on $810MM Term Loan B ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to U.S. pool and spa care direct-to-consumer retailer Leslie's Poolmart Inc.'s proposed $810 million term loan B due 2028. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Its 'B+' issuer credit rating and stable outlook on the company are unaffected by this transaction. Leslie's will use the proceeds from this loan to refinance its current term loan maturing in 2023. S&P continues to expect the company to modestly expand its EBITDA on its increasing sales and consistent margins, which we forecast will lead it to sustain leverage in the high-3x to 4x range. This refinancing follows Leslie's recent IPO in October 2020, through which it repaid its $390 million senior unsecured notes and reduced its leverage by roughly one and a half turns. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a hypothetical default occurring in 2025 because of a steep decline in the company's revenue and EBITDA due to a substantial contraction in consumer discretionary spending, which--in combination with accelerated competition in the industry--leads to negative same-store sales and significant promotional activity that weakens its operating margins. -- S&P's simulated default scenario assumes Leslie's would reorganize as a going concern to maximize its lenders' recovery prospects. Therefore, S&P uses an enterprise valuation approach and apply a 5x multiple to our projected emergence EBITDA. -- S&P assumes 60% of the $200 million asset-based lending (ABL) facility would be drawn at default minus expected letters of credit outstanding. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $96 million -- Implied enterprise value (EV) multiple: 5x -- Estimated gross EV at emergence: $480 million Simplified waterfall -- Net EV after 5% administrative costs: $455 million -- Valuation split (obligors/nonobligors): 100%/0% -- ABL (unrated) claims: $113 million* -- Term loan B claims: $800 million* --Recovery expectations: 30%-50% (rounded estimate: 40%) *All debt amounts include six months of prepetition interest. LEWIS E. WILKERSON, JR.: Selling Prince Edward Property for $525K ----------------------------------------------------------------- Lewis E. Wilkerson, Jr., asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property located in Prince Edward County, Virginia, Tax Map No. No. 112-A-40, to William Keplinger and Stacie Shaffer Havens for $525,000. The Property is more particularly described as: "All that certain lot, tract or parcel of land with improvements thereon and appurtenances thereunto belonging, lying and being in Hampden Magisterial District of Prince Edward County, Virginia, and containing 110.55 acres, more or less, located on VSR #721, Dempsey Road, and referred to as "The Old W. T. Joyner Jr. Property," according to plat of survey by William R. Reeves, Jr., dated May 22, 2008 and recorded in the Clerk's Office of the Circuit Court of Prince Edward County, Virginia as Instrument #190000882 (also see Slide B39#l), reference to which is made for a more detailed description of the property herein conveyed. Being the same real estate conveyed to Lewis B. Wilkerson, Jr., by deed from Prince Edward Investors, LLC, a Virginia limited liability company, dated Dec. 21, 2010, recorded Dec. 27, 2010, Clerk's Office, Circuit Court, Prince Edward County, Virginia, as Instrument Number 201002203." Home Loan Investment Bank, FSB holds a first mortgage on the Property. The Debtor has entered into a contract for the sale of the Property with a sales price of $525,000 with brokerage fees in the amount of 6% to be paid which, upon closing of the same, after normal closing costs and any accrued real estate taxes have been paid, the proceeds will be paid to Home Loan Investment Bank's lien in the approximate total amount of $4,245,545 and extinguishing Home Loan Investment Bank's lien against the Property being sold, with Home Loan Investment Bank retaining all of its lien rights against its other collateral. As may be practicable, the Debtor intends to sell its interest in the Property in accordance with the terms of the Contract. A hearing on the Motion is set for March 17, 2021, at 10:00 a.m. The Objection Deadline is March 17, 2021. A copy of the Contract is available at https://tinyurl.com/ax7xx9m from PacerMonitor.com free of charge. Lewis E. Wilkerson, Jr. sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-34576) on Nov. 17, 2020. The Debtor tapped Robert Canfield, Esq., as counsel. LIONS LOGISTICS: Files for Chapter 7 Liquidation ------------------------------------------------ Clarissa Hawes of Freightwaves reports that an Illinois logistics firm that specialized in perishable foods and other time-sensitive loads has filed for Chapter 7 bankruptcy. Lions Logistics Inc., doing business as Lions Logistics 1, filed its petition in the U.S. Bankruptcy Court for the Northern District of Illinois on Tuesday, February 23, 2021. In its filing, Lions Logistics 1 lists assets of up to $50,000 and liabilities of between $100,000 and $500,000. The shuttered logistics company states that it has up to 49 creditors. The company maintains that no funds will be available for unsecured creditors once it pays administrative fees. Dakota Financial, which has a lien on the company's 2015 Volvo VNL780, is listed as the only secured creditor in the filing. Dakota has also filed a breach-of-contract lawsuit against Lions, along with another company, Corona Fruits and Veggies Inc., which is also suing the logistics company over a lost load of perishable freight, costing it nearly $38,500. According to Lions Logistics' financials, its gross revenues were $120,000 in 2020, a 96% drop from the company's nearly $3 million in revenue it posted in 2019. The company had one power unit and one driver, according to the Federal Motor Carrier Safety Administration SAFER website. Its authority was revoked in March 2020. Lions Logistics' attorney, David Freydin of Skokie, Illinois, told FreightWaves that the COVID-19 pandemic and tariffs with China contributed to the logistics company shuttering operations. A creditor's meeting under 11 U.S.C. Sec. 341(a) is scheduled for March 22, 2021. About Lions Logistics Lions Logistics Inc., doing business as Lions Logistics 1, is an Illinois logistics firm that specialized in perishable foods. Lions Logistics filed a Chapter 7 petition (Bankr. N.D. Ill. Case No. 21-02350) on Feb. 23, 2021. It listed assets of up to $50,000 and liabilities of between $100,000 and $500,000. The petition lists Khaled Nabout as president of the logistics firm, which was headquartered in Elk Grove Village, Illinois. The Debtor's Chapter 7 counsel: David Freydin Law Offices Of David Freydin Ltd Tel: 630-516-9990 E-mail: david.freydin@freydinlaw.com LOUISIANA-PACIFIC CORP: S&P Rates $350MM Sr. Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Nashville, Tenn.-based building product manufacturer Louisiana-Pacific Corp.'s (LPX) proposed $350 million senior unsecured notes due 2029. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate; 65%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction to redeem its existing $350 million 4.875% senior unsecured notes due 2024. The transaction is leverage neutral and will allow the company to extend the tenor of its capital structure and reduce interest expense. Issue Ratings - Recovery Analysis Key analytical factors -- S&P is assigning its 'BB+' issue-level rating and '3' recovery rating to LPX's senior unsecured notes due 2029. -- LPX's capital structure also includes $550 million in revolving credit facilities ($200 million due 2023 and $350 million due 2024). S&P assumes 85% utilization at the time of default. -- S&P's simulated default scenario contemplates a default occurring in 2026 in the wake of a prolonged decline of oriented strand board (OSB) prices and decreased home construction, repair, and remodeling. -- S&P said, "In our analysis, we use a 6x multiple, which is at the top end of the multiple range (5x-6x) we use for forest and paper products companies. Our use of the 6x multiple reflects LPX's modern assets, good long-term growth prospects, and increasing use of OSB over plywood as a sheathing product and in engineered lumber and siding." Simulated default assumptions -- Simulated default year: 2026 -- EBITDA at emergence: $186 million -- Enterprise multiple: 6x -- Gross enterprise value: $1.12 billion Simplified waterfall -- Net adjusted enterprise value (after pension adjustment and 5% administrative costs): $1.06 billion -- Estimated net enterprise value available for secured debt: $655 million -- Estimated senior secured claims: $505 million -- Estimated net enterprise value available for unsecured claims: $555 million -- Estimated senior unsecured claims: $356 million -- Senior unsecured debt recovery: 50%-70% (rounded estimate: 65%) --Expected recovery rating: '3' (capped)* All estimated debt claims include six months of accrued but unpaid interest outstanding at the point of default. S&P said, "*Although we have estimated high recovery prospects for LPX's senior unsecured noteholders under our default scenario, we have capped the recovery ratings on the senior notes at '3' in accordance with our general criteria guidelines, which generally limit recovery ratings on unsecured debt issued by corporate entities with issuer credit ratings of 'BB-' or higher." Unsecured debt issued by these entities is generally rated no higher than '3' to account for the risk that their recovery prospects are at greater risk of being impaired by the issuance of additional secured or pari passu debt before default. LOVES FURNITURE: Procurri Buying Excess Technology Assets for $168K ------------------------------------------------------------------- Loves Furniture, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of excess electronic and information technology equipment to Procurri Information Technology and Services for $168,000, subject to higher and better bids. As a result of its decision to close numerous stores, among other reasons, the Debtor's business headquarters has a significant excess of business equipment, fixtures and furnishings. The Debtor has engaged in significant efforts to sell this equipment for the highest possible price. The Motion deals with certain technology assets listed on Exhibit 6-1 ("Excess Technology Assets"). None of the equipment sold will contain any information about the Debtor's business; or any personally identifiable information about individuals to persons that are not affiliated with the Debtor. All of the Debtor's data (including e-mail) is maintained in the cloud unless data is saved only to someone's desktops. When employees are terminated and their computer returned, IT checks to see if there is anything that has been saved to desktop. If so, those items are scanned and moved into that employee’s one drive file which is saved, along with everything else, in the cloud. The computer is then wiped for sale or transfer. By the Motion, the Debtor asks entry of an order authorizing the sale of the Excess Technology Assets to the Buyer for $168,000, subject to higher and better bids. The sale will have the following terms: A. The sale will be free and clear of liens, claims and interests, with such liens, claims and interests to transfer to proceeds of sale; B. The terms of purchase will be payment in cash on entry of an Order authorizing sale to the highest bidder, as established through the procedures set forth; C. The Debtor is not providing any representations and warranties of any kind other than title, provided, however, that the Purchaser may decide not to go forward with the proposed sale if the following conditions are not met: i. All PCs & Laptops are complete, with HDDs installed; ii. Apple MacBook Pro units are fully functional, and complete with accessories (keyboard, mouse, power adapter) where applicable; iii. All MERAKI hardware must be unclaimed; iv. All Meraki Access Points (new-in-box) are complete kits with “wallmounts”. Used units should also have "wallmounts" if available; v. All Fortinet hardware must be Unclaimed, with no custom software; vi. Items are deemed in used, working condition ("working pulls") unless otherwise specified in the inventory sheet (i.e. new-in-box); vii. All "like items" to be packed together, rather than mixed pallets, where this can be accomplished (i.e.. similar to the TABs laid out on spreadsheet); viii. The Buyer is not taking, and Debtor will not pack any smashed, crushed, cracked or otherwise known damaged units; and ix. All items will be packed on pallets, with an appropriate bill of lading and available for pickup at the Debtor's warehouse facility. The Debtor has been marketing the Excess Technology Assets since the Petition Date and has had multiple bidders competing to set the highest price. On that basis, the Debtor asks that the Excess Technology Assets will be fully marketed and that the highest and best price will be realized if bidding is kept open while the Motion is pending, with any bidder being able to submit a "topping bid" by submitting it to the Debtor's general counsel, Cathrine Wegner at Catherine.wegner@lovesfurniture.com and to the Debtor's counsel at any time prior to a hearing on the Motion, with such bid setting forth the terms and conditions of purchase and any differences from the terms set forth in the Motion. All offers must include (a) closing within three days of entry of an order granting the Motion that is not stayed, and that contains the good faith finding under 11 U.S.C. Section363(m) and (b) payment in cash on closing. No less than one day prior to any hearing on the Motion, the Debtor will consult with the Committee and any secured creditor with a security interest in the Excess Technology Assets to determine the highest and best bid, which will be presented to the Court. Any bid will be binding on the proposed purchaser, and the Debtor will be authorized to sell the Excess Equipment to any other bidding party at a price no less than $168,000 if any party that submits a topping bid defaults on its offer. To implement the foregoing successfully, the Debtor asks that the Court finds that notice of the Motion is adequate under Bankruptcy Rule 6004(a) under the circumstances, and waives the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). Accordingly, ample cause exists to justify the finding that the notice requirements under Bankruptcy Rule 6004(a) have been satisfied and to grant a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h). A copy of the Exhibit 6-1 is available at https://tinyurl.com/krht4bs4 from PacerMonitor.com free of charge. About Loves Furniture Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor and appliances. It conducts business under the name Loves Furniture and Mattresses. Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities at the time of the filing. Judge Thomas J. Tucker oversees the case. The Debtor tapped Butzel Long, A Professional Corporation, led by Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services as financial advisor; and Stretto as claims and noticing agent. On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an official committee of unsecured creditors. The committee tapped Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC as its financial advisor. M.E. SMITH: Cash Collateral Moot as Case Dismissed -------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Central Division, rendered moot M.E. Smith, Inc.'s motion to use of cash collateral as the case has been dismissed. Judge Elizabeth D. Katz cancelled the hearing set for March 5, 2021. About M.E. Smith Established in 2004, M.E. Smith, Inc., is a Massachusetts corporation providing construction and maintenance of municipal water utilities. Services are provided generally to cities and towns in Massachusetts and Connecticut. Its sole shareholder is Mark E. Smith. M.E. Smith, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-40235) on Feb. 12, 2019. The Hon. Elizabeth D. Katz is the case judge. The Debtor is represented by Michael Van Dam, Esq. at Van Dam Law LLP. MAJESTIC HILLS: Wants Plan Exclusivity Extended Thru May 17 ----------------------------------------------------------- Debtor Majestic Hills, LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend by 90 days the Debtor's exclusive period to file a Chapter 11 Plan and Disclosure Statement through and including May 17, 2021, and to obtain acceptances through and including July 15, 2021. Since the Petition Date, Majestic Hills has been active in trying to reaching a resolution for the litigation claims that have arisen from and or are related to the Majestic Hills development. On September 18, 2020, the Court entered a Modified Consent Order (I) Directing Mediation; (II) Establishing Mediation Plan and Procedures, Including Limited Pre-Mediation Discovery; and (III) Implementing a Stay of Proceedings Pending Mediation and also entered a Mediation Referral Order, referring on the mediation matters. The Parties to the Mediation have engaged and completed all pre-mediation discovery that was contemplated, including the deposition of Joe DeNardo as the corporate designee of Majestic Hills, LLC and JND Properties, LLC and his individual capacity. In addition, the Parties to the Mediation have prepared and submitted their Confidential Position Summaries to Judge Thomas P. Agresti. The Mediation began on January 19, 2021, and continued through January 21, 2021. It was adjourned, but not terminated, on January 22, 2021. The adjournment was extended through February 18, 2021. To date, the Parties continue to work towards a global resolution of all claims. The Debtor has filed Objections to Claims to all, if not nearly all, of the Parties who filed proofs of claims against the Debtor. Currently, the response deadline for the Objections to Claims has been extended to February 26, 2021, pending the termination or further adjournment of the mediation. While many of the claims may be resolved through judicial mediation, in order to propose a chapter 11 plan and solicit votes for confirmation, the Debtor will need the mediation to be concluded or otherwise resolved in order to determine the finality of the Objections. Also on the Petition Date, the Debtor also filed two motions ("Settlement/Sale Motions"), which will provide a substantial contribution from the insurance companies that will be used to help fund the proposed liquidating trust, if granted. It is possible that these Motions could be resolved during the Mediation. But in the event that the Settlement/Sale Motions are not resolved during the mediation, the Committee for Unsecured Creditors has thirty days after the filing of the Mediator's Certificate of Completion of Mediation Conference or the entry of an order withdrawing the matters from mediation, whichever comes first. Any replies to the response are to be filed within fourteen days following the Committee's response. No hearing date is currently scheduled. In summary, the Debtor continues to work in good faith towards a resolution of all matters and to develop a consensual plan. The Debtor maintains that sufficient cause exists for an extension of the deadline to file a Disclosure Statement and of the Exclusivity Periods. The requested extensions will allow the government bar date for filing proofs of claims to pass, allow the Parties to attend a judicial mediation, provide the Debtor time to assess all creditors in this case, and generate an inclusive plan addressing all claims. The Debtor's creditors will not be prejudiced by the requested extensions; on the contrary, the Debtor's creditors will be best served with an extension of the Exclusivity Periods passed the mediation. A copy of the Debtor's Motion to extend is available at https://bit.ly/2NSsAGe from PacerMonitor.com. About Majestic Hills Majestic Hills, LLC, a privately held company that owns property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. Majestic Hills operated as the developer of the Majestic Hills residential development pursuant with a Lot Purchase Agreement with NVR, Inc. d/b/a Ryan Homes. The petition was signed by Joseph DeNardo, its manager. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Gregory L. Taddonio oversees the case. The Debtor tapped Donald R. Calaiaro, Esq., at Calairo Valencik as counsel and Dingess, Foster, Luciana, Davidson & Chleboski LLP as its special counsel. The official committee of unsecured creditors appointed in the Debtor's Chapter 11 case has tapped Leech Tishman Fuscaldo & Lampl, LLC as its legal counsel. MARLEY STATION: Gets Cash Collateral Access Thru March 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, has entered a First Extension Order authorizing Marley Station Redemption, LLC to use cash collateral on a final basis through March 31, 2021. The Debtor and YAM Capital III, LLC have agreed to an extension of the Debtor's authority to use cash collateral pursuant to the terms and conditions stated in the First Extension Order. The Debtor's sole asset is an interest in the Marley Station Mall and related property, located at 7900 Ritchie Highway, Glen Burnie, Maryland 21061. The Debtor is authorized to use cash collateral only as provided in the Court's Initial Cash Collateral Order and the First Extension Order. If the Debtor fails to comply with the terms and conditions of the Initial Cash Collateral Order and the First Extension Order, YAM will object to any subsequent use of the Cash Collateral, and the Debtor's authorization to use the Cash Collateral for any purpose. The Debtor’s use of Cash Collateral is limited to payment of the ordinary and necessary postpetition expenses that are actually incurred, billed to the Debtor, and in the Budgets. Commencing on March 10, and continuing on the same day of each month thereafter, the Debtor will pay YAM the amount of $143,000. YAM is indefeasibly entitled to the retention of all YAM Payments it receives from the Debtor. YAM will apply the YAM Payments to the Obligations in accordance with the YAM Loan Documents. A copy of the Order is available for free at https://bit.ly/3uGBasI from PacerMonitor.com. About Marley Station Redemption, LLC Marley Station Redemption, LLC is a Single Asset Real Estate. The Debtor sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-43726) on Dec. 10, 2020. The Debtor tapped Behrooz P. Vida, Esq., at the Vida Law Firm, PLLC as counsel. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The petition was signed by Buck Harris, manager. MARSHALL BROADCASTING: Plan of Reorganization Confirmed by Judge ---------------------------------------------------------------- Judge David R. Jones has entered findings of fact, conclusions of law and order approving the Disclosure Statement and confirming the Plan of Reorganization of Marshall Broadcasting Group, Inc. The Plan and the various documents and agreements set forth in the Plan Supplement provide adequate and proper means for implementation of the Plan, thereby satisfying Section 1123(a)(5) of the Bankruptcy Code. Article X.D of the Plan describes certain consensual releases granted by the Releasing Parties (the "Third Party Release"). The Third Party Release provides finality for the Debtor, the Reorganized Debtor, and the Released Parties regarding the parties' respective obligations under the Plan and with respect to the Reorganized Debtor: * The Third Party Release was properly noticed. The Notice of Unimpaired Status sent to all Holders of Claims and Equity Interests unambiguously stated that the Plan contains the Third Party Release and set forth the terms of the Third Party Release. * The Third Party Release is consensual; specific in language; integral to the Plan; and given for consideration and not violative of the Bankruptcy Code. * The Third Party Release is integral to the Plan because it facilitated participation in both the formation of the Plan and the Chapter 11 process generally and will incentivize and facilitate the Reorganized Debtor's fresh start and offer certainty to all stakeholders. A full-text copy of the Plan Confirmation Order dated Feb. 23, 2021, is available at https://bit.ly/37WRYBN from PacerMonitor.com at no charge. Co-Counsel to the Debtor: Jason S. Brookner Lydia R. Webb GRAY REED 1300 Post Oak Blvd., Suite 2000 Houston, Texas 77056 Telephone: (713) 986-7000 Facsimile: (713) 986-7100 Email: jbrookner@grayreed.com lwebb@grayreed.com - and - David B. Golubchik Eve H. Karasik LEVENE NEALE BENDER YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: dbg@lnbyb.com ehk@lnbyb.com About Marshall Broadcasting Group Marshall Broadcasting Group, Inc. -- https://mbgroup.tv/ -- is a minority-owned television broadcasting company that owns three full-power television stations in the United States. Marshall Broadcasting Group filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-367437) on Dec. 3, 2019. The petition was signed by CEO Pluria Marwill Jr. At the time of the filing, the Debtor estimated assets between $50 million and $100 million and liabilities of the same range. Judge David R. Jones oversees the case. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's bankruptcy counsel. MASON BUILDERS: Seeks to Hire Mike Gurkins as Real Estate Broker ---------------------------------------------------------------- Mason Builders, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North California to employ Mike Gurkins, a real estate broker at Country Boys Auction and Realty Co., Inc., to assist in the sale of real property located at Roanoke Rapids Road, Gaston, N.C. Mr. Gurkins will be compensated in the amount of $1,500. Mr. Gurkins disclosed in a court filing that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The professional can be reached at: Mike Gurkins Country Boys Auction and Realty Co., Inc. 1211 W. Fifth Street Washington, NC 27889 Telephone: (252) 946-6007 Facsimile: (252) 946-0460 About Mason Builders Mason Builders, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 19-04869) on Oct. 21, 2019. 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. The case is assigned to Judge Joseph N. Callaway. The Debtor tapped Travis Sasser, Esq., at Sasser Law Firm, as its legal counsel. MEDICAL ASSOCIATES: Objection to Sale of All Assets Due March 10 ---------------------------------------------------------------- Medical Associates of Mt. Vernon, P.C., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a supplemental notice of proposed private sale of substantially all assets to Mount Vernon Medical Associates, P.C. ("MVMA") for $700,000 cash, plus the assumption by the Buyer of all administrative expenses, under the terms of their Asset Purchase Agreement. The Debtor previously filed its Sale Motion, respectfully asking authorization of the Court to approve its APA with MVMA, to approve the sale of substantially all assets free and clear of liens and interest, and to authorize and approve the assumption and assignment of certain executory contracts. The Sale Motion proposes to effect the sale free and clear of any and all liens, encumbrances or interests. The Objection Deadline is March 10, 2021. A copy of the APA is available at https://tinyurl.com/y6jp5ql2 from PacerMonitor.com free of charge. About Medical Associates of Mt. Vernon Medical Associates of Mt. Vernon, P.C. is a medical practice with locations in Alexandria, Lorton and Springfield. Its internal medicine care includes, but is not limited to, physical examinations, routine and sick appointments, pre-operative examinations, immunizations, well-woman examinations, and annual wellness visits for medicare. Medical Associates of Mt. Vernon sought Chapter 11 protection (Bankr. W.D. Va. Case No. 20-11615) on July 10, 2020. Medical Associates President Albert Herrera signed the petition. At the time of the filing, Debtor disclosed estimated assets of $500,000 to $1 million and estimated liabilities of $10 million to $50 million. Judge Klinette H. Kindred oversees the case. Debtor has tapped Henry & O'Donnell, P.C. as its legal counsel and Rubino & Company as its accountant. MICHAEL FELICE: To Seek Plan Confirmation on April 8 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey entered an order conditionally approving the Disclosure Statement filed by Michael Felice Interiors LLC and setting an April 8 hearing on the Debtor's Plan. April 1, 2021, is fixed as (i) the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and (ii) the last day for filing written acceptances or rejections of the Plan. A hearing will be held on April 8, 2021, at 11:00 a.m., for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable Vincent F. Papalia, United States Bankruptcy Court, District of New Jersey. The hearing will take place by telephone conference call. The Debtor has filed a reorganization plan. The Debtor seeks to accomplish payments under the Plan by continuing to generate income from the Debtor's continued operation of its business. Under the Plan, the Class 1 secured claim held by Blue Vine in the amount of $3,000 will be paid quarterly for a total of 12 quarters. The Class 2 claim of Par Funding/Complete Business Solution in the amount of $433,135 will be bifurcated to a secured claim of $3,4747 and an unsecured claim for the remaining balance. General unsecured claims, including deficiency claims, totaling $1,669,405, will receive payments for a total of 20 quarters. The Debtor will make payments on a pro-rata basis in the amount equal to one-fourth of the annual projected net income of the Debtor. Over the life of the Plan, Class 14 holders will share pro rata in the total amount of $195,267. A copy of the Disclosure Statement dated Feb. 22, 2021, is available at https://bit.ly/3bT4zqG About Michael Felice Interiors Michael Felice Interiors LLC -- https://www.michaelfeliceinteriors.com/ -- is a full-service design firm located in Wyckoff, NJ. It offers a large selection of furniture, window coverings, carpet, lighting, and a gallery of Hunter Douglas shades and blinds. Michael Felice Interiors sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-11531) on Jan. 30, 2020. The Debtor disclosed total assets of $97,524 and total liabilities of $2,300,540. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP, led by David L. Stevens, is the Debtor's counsel. MOBITV INC: Files for Chapter 11 Bankruptcy ------------------------------------------- On March 1, 2021, MobiTV, Inc., voluntarily filed for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. MobiTV intends to use these proceedings to implement a restructuring process, which will position the Company's operating platforms for long-term sustainability and growth. The Company is committed to working with its lenders and stakeholders towards a speedy and successful resolution of the case. MobiTV has received a commitment for a $15.5 million debtor-in-possession ("DIP") financing facility that will support the Company for the duration of the restructuring process, providing MobiTV with the financial runway and flexibility to execute on a value-maximizing solution, which may include a going-concern sale under Section 363 of the Bankruptcy Code. The new facility, which is subject to Court approval, will enable the Company to continue to operate the business and meet its financial obligations, including the timely payment of employee wages and benefits, continued provision of service to existing platform customers, and payment of other obligations during the chapter 11 cases. After thoroughly evaluating all strategic alternatives, the Board of Directors unanimously agreed that pursuing a restructuring through a formal chapter 11 process is a necessary step forward for the business. About MobiTV, Inc. Founded in 2000, MobiTV is the first company to bring live and on-demand television to mobile devices and is a leader in application-based television and video delivery solutions. MobiTV provides end-to-end internet protocol streaming television services ("IPTV") via a proprietary cloud-based, white label application. On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457). MobiTV Inc. estimated at least $10 million in assets and $50 million to $100 million in liabilities as of the filing. FTI Consulting, Inc. and FTI Capital Advisors LLC have been retained as the Company's financial advisor and investment banker to assist in negotiation of strategic options. Pachulski Stang Ziehl & Jones LLP and Fenwick & West LLP are serving as the Company's legal advisors. Stretto is the claims agent, maintaining the page https://cases.stretto.com/MobiTV NMG REALTORS: Seeks Court Approval to Hire Bankruptcy Attorney -------------------------------------------------------------- NMG Realtors, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Paul Contessa, Esq., an attorney at Paul N. Contessa & Associates, LLC, to handle its Chapter 11 case. Mr. Contessa will render these legal services: (a) advise the Debtor regarding its rights and duties in the continued management and operation of the business; (b) advise the Debtor regarding the legal and administrative requirements of this Chapter a11 proceeding; (c) take actions to protect and preserve the Debtor's estate; (d) prepare necessary pleadings, applications, motions, answers, orders or other necessary documents; and (e) perform all other legal services for the Debtor in connection with this Chapter 11 case. Mr. Contessa disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul N. Contessa, Esq. Paul N. Contessa & Associates, LLC 15321 S Dixie Hwy., Ste. 207 Miami, FL 33157-1814 Telephone: (305) 251-6221 Facsimile: (305) 251-9793 Email: contessalaw@gmail.com About NMG Realtors NMG Realtors, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-11655) on February 21, 2021, listing under $1 million in both assets and liabilities. Judge A. Jay Cristol oversees the case. Paul Contessa, Esq., at Paul N. Contessa & Associates, LLC serves as the Debtor's legal counsel. NOSCE TE IPSUM: Court Approves Disclosure Statement --------------------------------------------------- Judge Mildred Caban Flores has entered an order approving the Disclosure Statement of Nosce Te Ipsum Inc., and setting a hearing in May to consider confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to confirmation of the Plan will be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Objections to claims must be filed prior to the hearing on confirmation. A hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan will be held on May 5, 2021, at 9:00 a.m., via Microsoft Teams. About Nosce Te Ipsum Nosce Te Ipsum, Inc., owns a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Debtor classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Judge Brian K. Tester oversees the case. Charles A. Cuprill PSC Law Offices is the Debtor's legal counsel. ONEMAIN HOLDINGS: S&P Affirms 'BB-' ICR, Outlook Stable ------------------------------------------------------- On Feb. 25, 2021, S&P Global Ratings affirmed its issuer credit and unsecured debt ratings on OneMain Holdings Inc. and its subsidiary, Springleaf Finance Corp., at 'BB-'. The outlook remains stable. At the same time, S&P affirmed its 'B-' issue ratings on AGFC Capital Trust preferred stock. Despite a difficult 2020, OneMain Holdings maintained steady operating performance and debt to adjusted total equity of 5.1x as of year-end, in line with our expectations. S&P thinks the company is likely to preserve its resilient operating performance in 2021. As a result, S&P is affirming our issuer credit ratings on OneMain and its subsidiary, Springleaf Finance Corp., at 'BB-'. The stable outlook indicates its expectation of OneMain maintaining leverage, measured as debt to adjusted total equity, of 4.5x-6.0x, and net charge-offs below 6.5% on a sustained basis. OWENS & MINOR: S&P Alters Outlook to Positive, Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Mechanicsville, Va.-based Owens & Minor Inc. (OMI) to positive from stable, reflecting a one-in-three chance that it could outperform its EBITDA projection and manage through the potential normalization of the supply/demand dynamic of personal protective equipment (PPE) such that S&P Global Ratings-adjusted leverage will stay in the 3x-4x range on a sustained basis. S&P said, "The outlook revision reflects our more optimistic view of EBITDA generation. Since we upgraded OMI by two notches to 'B+' last October, its positive sales and earnings momentum has continued. We now have incrementally higher confidence that the company can manage through potential earnings headwinds in 2022/2023, when we expect the strong sales for PPE to begin to normalize, such that S&P Global Ratings-adjusted leverage can stay between 3x-4x, even with some EBITDA pressure. While we think the Global Products segment earnings are unlikely to grow in 2022 given the very strong 2021, we believe the pressure could be partially offset by the Global Solutions segment, which could benefit from a combination of new client wins and higher elective procedure volumes, such that the adjusted leverage will stay at 3x-4x over the long term. To be clear, there are still a number of longer-term uncertainties, and the company's recent history of large client losses (mostly during 2016-2019) is still an issue from a credit perspective. However, given the significant debt paydown in 2020 and our expectation for a low-3x leverage profile by year-end 2021, the company has begun to exhibit an improved credit profile that is becoming more in line with that of a 'BB-' issuer." With leverage coming down significantly, a possible return to acquisitions presents risks. Throughout 2020, the management team repeatedly highlighted its desire to lower leverage, and it has repaid its 2021 notes and term loan A. In late 2020, management stated a gross leverage target of 3x-4x (versus approximately 2.8x at year-end 2020). S&P said, "In our opinion, now that OMI's leverage is below its target range, it will prioritize internal reinvestments over debt paydown in 2021. Importantly, since late 2020 management has started publicly indicating its willingness to make acquisitions. Our model does not assume any acquisitions, and our adjusted leverage forecast is 3.1x at year-end 2021 and 3.8x at year-end 2022, driven by a lower contribution from PPE. We will continue to track management's acquisition appetite. If any acquisitions were to result in adjusted leverage of above 4x for over one year, we could revise the outlook back to stable." S&P said, "We still have long-term concerns about OMI's distribution business and true earnings power. Our view of OMI's base business is still clouded by its recent history of large client losses (such as the Kaiser Permanente contract loss in 2016 and another large client loss in 2019)." While the company has improved its service quality under the new management team, we believe it would be challenging for it to regain lost market share quickly given contract stickiness and continued competitive pricing pressure. The margin for the distribution business has been pressured given intense competition and the increasing negotiating power of hospital clients. In addition, compared to Cardinal Health Inc. and Medline Industries Inc., OMI was late entering the fast-expanding post-acute distribution and private-label manufacturing businesses. The company spent over $1 billion in 2017 and 2018 acquiring Byram Healthcare (a key player in home health medical/surgical distribution) and Halyard Health's (a medical product manufacturer) surgical and infection prevention business. The addition of these two businesses hasn't offset the large decline in the core distribution business. Revenue, operating income, and operating cash flow remained lower in 2019 compared to 2016. That said, OMI's Halyard business handles its Americas-based PPE manufacturing, which has emerged as the most significant credit driver since the onset of the pandemic. The positive outlook reflects the possibility that the company will outperform our EBITDA projection and manage through the potential normalization of the supply/demand dynamic of PPE, such that leverage will stay at 3x-4x on a sustained basis. S&P said, "We could consider revising the outlook back to stable or lowering the rating if we believe OMI's S&P Global Ratings-adjusted leverage will increase to above 4x on a sustained basis. One possible path to this happening is if PPE profits drop materially as supply/demand dynamics normalize, without a commensurate recovery of the distribution business. The other possible path is if OMI makes acquisitions that will keep leverage above 4x for more than one year, without a clear path to deleveraging. We caution that recently, management has expressed some willingness to resume acquisitions. "We could consider raising the rating if we believe OMI's S&P Global Ratings-adjusted leverage will stay at 3x-4x over the long term. PPE manufacturing tailwinds could extend beyond 2021, such that the company's S&P Global Ratings-adjusted leverage could reach closer to, or even below, 3x. However, to consider an upgrade, we woud also need to gain confidence that management would not adopt a more aggressive financial policy to jeopardize the leverage profile. In addition, if OMI can demonstrate some large client wins and growth in medical distribution segment (after several years of revenue pressure), that would also help with a potential upgrade." PALM BEACH BRAIN: April 6, 2021 Hearing on Disclosure Statement --------------------------------------------------------------- Judge Mindy A. Mora will hold a hearing on the Disclosure Statement of Palm Beach Brain & Spine, LLC., Midtown Outpatient Surgery Center, LLC, and Midtown Anesthesia Group, LLC, on Tuesday, April 6, 2021 at 1:30 p.m. in United States Bankruptcy Court 1515 North Flagler Drive, Courtroom A, West Palm Beach, Florida 33401. The hearing will be conducted telephonically and all parties in interest must appear solely telephonically via CourtSolutions Objections to the adequacy of the Disclosure Statement will be on March 30, 2021. The Debtor's counsel: Craig I. Kelley, Esquire Kelley, Fulton & Kaplan, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Phone (561) 491-1200 Facsimile (561) 684-3773 E-mail: craig@kelleylawoffice.com About Palm Beach Brain and Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery, and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Judge Mindy A. Mora is the case judge. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L. are the Debtors' counsel. PARAMOUNT INVESTING: Unsecured Class Will Get 50% in Plan --------------------------------------------------------- Paramount Investing, LLC, submitted a First Amended Disclosure Statement describing its Plan of Reorganization. The Debtor's plan of reorganization seeks to accomplish payments under the Plan by positive cash flow from the following sources of income: tenant rents from continuing to own and manage Debtor’s real property, by continuing to refine and improve its operating practices and procedures, or a combination thereof along with contributions of new value from Debtor's principal and Debtor principal's parents, to assist in the creation of the necessary monthly cash flow requirements to fund the plan. The Debtor's estate consists of its property located 8 Catalpa Lane, Willingboro, New Jersey 08046 with an estimated value of $47,500, its bank account and its executory contract for rents aggregating $47,536. Since filing for Chapter 11 Bankruptcy protection on July 1, 2020, Debtor has earned approximately $8,800. Class 1 secured creditor FIG Capital Investments will be paid in full within 48 months of the effective date. Class 2 general unsecured claims are impaired and will recover 50% under the Plan. The lone unsecured creditor, T-Mobile USA Inc (by American InfoSource as Agents) with a claim of $5,935, will receive $3,000 on the 49th month of the plan. Attorney for the Debtor: Law Offices of Scott E. Kaplan, LLC. 5 S. Main Street, P.O. Box 157, Allentown, New Jersey 08501 Tel: (609) 259-1112 A copy of the First Amended Disclosure Statement is available at https://bit.ly/3kqAT8s from PacerMonitor.com. About Paramount Investing Paramount Investing, LLC was formed as a New Jersey limited liability company by Brandon C. Rothwell. Paramount was formed for the purpose of acquiring title to, owning and managing the property located at 8 Catalpa Lane, Willingboro, New Jersey 08046. The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-18204) on July 1, 2020, listing less than $1 million in both assets and liabilities. Scott E. Kaplan, Esq., LAW OFFICES OF SCOTT E. KAPLAN, LLC, is the Debtor's counsel. PATRICIAN HOTEL: Exclusive Plan Filing Period Extended to April 2 ----------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended Patrician Hotel, LLC and its affiliated Debtors' exclusive period to file their plan and disclosure statement to April 2, 2021. The Debtors' exclusive period for soliticing votes and acceptances to their plan was also extended to June 1, 2021. About Patrician Hotel LLC Based in Miami Beach, Fla., Patrician Hotel, LLC and three affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-25290) on Nov. 14, 2019, listing under $1 million in both assets and liabilities. Robert F. Reynolds, Esq. at Slatkin & Reynolds, P.A., represents the Debtor as counsel. The Debtors tapped DWNTWN Realty Advisors, LLC, as their real estate broker. PERFORMANCE AIRCRAFT: Seeks to Hire Golan Christie as Legal Counsel ------------------------------------------------------------------- Performance Aircraft Leasing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Golan Christie Taglia LLP as its legal counsel. The firm will render these legal services: (a) render legal advice with respect to the powers and duties of the Debtor; (b) prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary proper therein; and (c) do the necessary legal work regarding approval of the reorganization plan. The Debtor believes that the attorneys at the firm should be paid their normal hourly rate. Robert Benjamin, Esq., an attorney at Golan Christie Taglia, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert R. Benjamin, Esq. Beverly A. Berneman, Esq. Toni J. Falligant, Esq. GOLAN CHRISTIE TAGLIA LLP 70 W. Madison, Ste. 1500 Chicago, IL 60602 Telephone: (312) 263-2300 Facsimile: (312) 263-0939 Email: rrbenjamin@gct.law baberneman@gct.law tjfalligant@gct.law About Performance Aircraft Leasing Performance Aircraft Leasing, Inc., a corporation that leases aircraft, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-02211) on Feb. 19, 2021. In the petition signed by Edward H. Wachs, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Donald R. Cassling oversees the case. Golan Christie Taglia LLP is the Debtor's counsel. PIERCE CONTRACTORS: Plane Crash Settlement to Fund Plan ------------------------------------------------------- Pierce Contractors, Inc., filed a Combined Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtor acts as a holding company for the property commonly known as 194 Lantz Drive, Morgan Hill, CA, and several vehicles that are used in the business of the owner, Richard Pierce. Mr. Pierce runs a plumbing company in his own name. He funds the corporation with capital contributions from his earnings from the business. Prior to the Chapter 11 filing, Mr. Pierce had a series of setbacks, beginning with licensing issues related to several judgments against him in his personal capacity and then being compounded by COVID-19. Mr. Pierce's business has not yet recovered from the damage that COVID 19 did to it, however, he is expecting to receive a large personal injury settlement prior to the Plan's Effective Date related to a plane crash that killed his wife, Stacey Pierce. Mr. Pierce is not allowed to disclose the amount of the settlement pursuant to its confidentiality provisions but can represent that it is enough to fund the Plan in its entirety. The general unsecured creditors will receive 10% of their allowed claims in quarterly payments over 2 years. Taxes and other priority claims would be paid in full. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor's pre-confirmation debts. Creditors may not seize their collateral or enforce their pre-confirmation debts so long as the Debtor performs all obligations under the Plan. If Debtor defaults in performing Plan obligations, any creditor can file a motion to have the case dismissed or converted to a Chapter 7 liquidation, or enforce their non-bankruptcy rights. A copy of the Combined Chapter 11 Plan of Reorganization and Disclosure Statement is available at https://bit.ly/3uCnrmz from PacerMonitor.com. About Pierce Contractors Pierce Contractors, Inc., acts as a holding company for the property commonly known as 194 Lantz Drive, Morgan Hill, CA, and several vehicles that are used in the business of the owner, Richard Pierce. Mr. Pierce runs a plumbing company in his own name. Pierce Contractors, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50182) on Jan. 31, 2020, listing under $1 million on both assets and liabilities. William Winters, Esq., is serving as the Debtor's counsel. POINT LOOKOUT: Patrick Craig Buying Ridge Property for $1.1 Million ------------------------------------------------------------------- Point Lookout Marine Properties, Inc., asks the U.S. Bankruptcy Court for the District of Columbia to authorize the sale of its single parcel of real property located at 16244 Miller's Wharf Road, in Ridge, St. Mary's County, Maryland, to Patrick Craig for $1.1 million. The Debtor is the owner of the Property at which it operates a full-service marina. The Debtor proposes to sell substantially all of the assets of the bankruptcy estate, free and clear of liens and encumbrances. Through its realtor, it has aggressively marketed the marina property and operations for sale, and it has received offers from three potential purchasers. Those offers are summarized on the accompanying Notice of the Motion. Commencing in August 2018, over a year before the commencement of the case, the Debtor has actively marketed the Property and the marina operations for sale. It listed the Property in its schedules at $1,824,700, which is the tax assessed value of the Property. The Debtor however believes that the fair market value of the Property is significantly less than that. The Property is encumbered by a deed of trust securing a first mortgage claim in favor of Cedar Point FCU, having a balance due of approximately $645,000. It is also encumbered by a judgment lien which resulted from recording in St. Mary's County of a judgement entered against the Debtor in the Circuit Court for Anne Arundel County in the sum of $1,111.57. In addition, the United Marine judgment lien attached to the Debtor's Property 89 days prior to the commencement. The recording of the judgement is an avoidable transfer pursuant to 11 U.S.C. Section 547. Pursuant to 11 U.S.C. Section 363(f)(4), the Debtor should be permitted to sell the Property free and clear of the lien interest held by United Marine, since a bona fide dispute exists as to the enforceability of that lien. The Debtor has employed Daniel Kaufman of the Commercial Division of EXIT by the Bay Realty, who has actively marketed the Property for sale. It has received an offer from the Buyer to purchase the Property for the sum of $1.1 million pursuant to the terms of their Sale Agreement. The Debtor believes that this amount is fair and reasonable and is an accurate reflection of the market value of the Property and Daniel Kaufman has recommended that the Debtor accept the offer. The Sale Agreement provides for an all cash transaction with no financing contingency and it does not required a phase I environmental study, which would require several months to complete. The Buyer is able to close within 30 days. The Debtor proposes a payment of 6% of the gross sales price as the reasonable fees of a real estate professional in connection with the sale. After the satisfaction of the liens against the Property, the Debtor will provide for the payment of federal and state income taxes resulting from the sale, and will hold the remainder pending further Order of the Court. The Debtor receives most of its income from slip rental and dry storage rental. It desires to assume and assign the leases as part of the sale of the Property. The Debtor has not defaulted on any of its obligations under the terms of those leases. The Purchaser will be able to perform on the Leases after the closing on the sale. It is in the best interest of the estate and the parties hereto to authorize the Debtor to proceed to assume and assign its leases and to sell the Property, free and clear of liens, with any liens attaching to the proceeds. A copy of the Agreement is available at https://tinyurl.com/hjecyumw from PacerMonitor.com free of charge. About Point Lookout Marine Properties Point Lookout Marine Properties, Inc. is the owner of fee simple title to real property and improvements located at 16244 Whitaker Court St. Inigoes, Md., having a current value of $1.7 million. Point Lookout Marine Properties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20986) on Dec. 24, 2020. Joseph N. Salvo, president of Point Lookout, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,700,000 and total liabilities of $1,993,421. Cohen Baldinger & Greenfeld, LLC and the Law Office of Joann M. Wood, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. PORTERS NECK COUNTRY CLUB: 4 Counts of PNL Complaint Dismissed -------------------------------------------------------------- Judge Stephani W. Humrickhouse of the United States Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, dismissed Counts 1, 2, 3 and 5 in the Complaint filed by Porters Neck Limited, LLC against Porters Neck Country Club, Inc. PNCC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on September 19, 2019. On Schedule E/F, PNCC listed a disputed debt in an unknown amount arising out of a lawsuit filed by PNL against PNCC on August 4, 2014, in New Hanover County Superior Court. At issue in that lawsuit were PNL's claims for breach of contract, recovery of property, injunctive relief, unfair and deceptive trade practices, and punitive damages, arising from what PNL alleged to be PNCC's unlawful retention of PNL's share of the proceeds from PNCC's sale of PNL's memberships in Porters Neck Country Club. In its complaint, PNL alleged that "[i]n blatant violation of the 2004 Turnover Agreement and subsequent amendments thereto, Defendant unilaterally stopped paying Plaintiff for the sale of Plaintiff's memberships in the Club. At the time of doing so, Defendant told Plaintiff that Defendant was escrowing Plaintiff's proceeds in the law firm trust account of Gary Shipman of Shipman & Wright, LLP." PNL went on to recount the nature of the numerous hearings conducted and discovery undertaken in the State Court Action, as well as the specifics of certain particularly significant orders entered by the state court judges. These include but are not limited to the order entered by Judge Gorham on August 20, 2019, which granted sanctions against PNCC for, among other things, violations of the court's discovery orders. PNCC moved for reconsideration of the Sanctions Order, which was denied in an order entered on August 27, 2019. In the Second Sanctions Order, Judge Gorham wrote that "[t]he Sanctions Order appropriately granted judgment as to liability on Plaintiff's claims. Accordingly, those funds being escrowed by Defendant have been determined as a matter of law to belong to Plaintiff, and Defendant was afforded all necessary and appropriate due process related thereto." PNCC appealed both the Sanctions Order and the Second Sanctions Order on September 13, 2019, and it filed its chapter 11 bankruptcy petition on September 19, 2019. With regard to the "escrowed funds," PNL alleged in its complaint that during the Debtor's section 341 creditors' meeting on October 24, 2019, PNL learned for the first time that notwithstanding multiple and repeated "representations and assurances to the New Hanover County Superior Court and Plaintiff," in fact, the Debtor had "not fully escrowed the proceeds from the sales of Plaintiff's memberships." Instead, PNL alleged that "[a]fter Defendant filed the underlying bankruptcy case, Plaintiff also learned (during the aforementioned 341 meeting) that Defendant took the funds that were in the trust account of Shipman & Wright, LLP — approximately $518,614.99 — and deposited them into Defendant's operating account on or about April 15, 2019. The aforementioned escrowed funds were used for Defendant's general business operations. The withdrawal and spending of the funds held in the Shipman & Wright, LLP firm trust account was done without the knowledge or consent of Plaintiff, nor with any notice whatsoever to the Plaintiff or the Court in the Breach Lawsuit and in direct contravention of the countless representations by the Defendant, its agents, officers, deponents and attorneys. On or about August 27, 2019, Defendant re-deposited $518,614.99 into the Shipman & Wright, LLP firm trust account." On January 2, 2020, PNL initiated the adversary proceeding, asserting five claims for relief: Count 1: The Sales Proceeds From the Sale of Plaintiff's Memberships Are Not Property of Defendant's Bankruptcy Estate (Rooker-Feldman doctrine) Count 2: The Sales Proceeds From the Sale of Plaintiff's Memberships Are Not Property of Defendant's Bankruptcy Estate (11 U.S.C. Section 541) Count 3: Constructive Fraud Count 4: Embezzlement (N.C. Gen. Stat. Section 14-90) Count 5: Constructive Trust In its motion to dismiss the complaint, PNCC sought dismissal of all five counts for failure to state a claim upon which relief may be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, made applicable by Federal Rule of Bankruptcy Procedure 7012. With regard to Count 1, Judge Humrickhouse held that "Distilled to its essence, the Rooker-Feldman doctrine holds that 'lower federal courts are precluded from exercising appellate jurisdiction over final state-court judgments'... it appears to the court that in invoking Rooker-Feldman, what PNL really seeks to do is simply protect its interpretation of the content and application of the two Sanctions Orders. This blurring of the boundaries between preclusion principles and the jurisdictional precepts upon which Rooker-Feldman is based is not uncommon... discussion of the doctrine often comes up when the true issue at hand isn't jurisdictional in nature, but rather is based on issue or claim preclusion... The question of whether and if so to what extent any preclusionary principles may apply in connection with the two Sanctions Orders is not now before this court, and the court does not address it. The court dismissed this count of the complaint at the conclusion of the November 12, 2020 hearing because it was readily apparent, as a matter of law, that the Rooker-Feldman doctrine is not applicable." Addressing Count 2, Judge Humrickhouse said that "PNL has failed to allege the facts necessary to support a conclusion that an escrow existed. It has alleged only that PNCC has, through its representatives, repeatedly referred to PNL's share of the monies received by PNCC for membership sales as being held 'in escrow.' There is no dispute that these representations were made, but use of that term does not an escrow make... an "escrow" is a creature of contract: there are various types depending on the nature of the transaction, and its necessary elements — such as the grantor parting with dominion and control, delivery to a neutral and independent third party, and the creation and implementation of instructions for delivery to the grantee — generally are embodied in a written agreement, which sets out the escrow instructions and any conditions applicable to the parties' arrangement... the facts as alleged by PNL, taken in the light most favorable to it, can satisfy none of those factors. To the contrary, PNL alleges that PNCC did not part with dominion or control over the sales proceeds, and instead unilaterally, and without authorization, elected to deposit them into its own attorney's trust fund. PNL does not allege that attorney Shipman could or did serve as a neutral and independent third party, as is required to effectuate an escrow agreement; instead, PNL elsewhere contends the opposite, arguing that attorney Shipman acted in league with PNCC's representatives in various ways to the frustration of PNL's legitimate business interests... the factual contentions before the court are completely devoid of any basis upon which the court could conclude that any type of escrow existed. Moreover, and perhaps more importantly, it is undisputed that at the time of the filing of the petition, the funds on hand in the purported 'escrow' account were not traceable to or derived from the sale of PNL's memberships. Instead, they appear to be PNCC's hurricane insurance proceeds. PNL itself alleges that sales proceeds in the amount of $518,614.99 initially held in the Shipman & Young trust account were unilaterally withdrawn by PNCC in April of 2019. PNL alleges further that PNCC deposited these monies in its own operating account, then used them for 'general business operations'... PNL alleges further that some months later, in August of 2019, PNCC deposited an equivalent amount ($518,614.99) into the trust account. It is readily apparent on the facts as alleged by PNL that even if the sale proceeds originally were held in an actual escrow (which they were not), that escrow would have ceased upon the withdrawal of those proceeds; and, further, that PNCC's subsequent deposit into its attorneys' trust account of new monies created a new fund, which clearly constitutes property of the estate. The court cannot conclude from the facts alleged that an escrow account ever existed, such that Section 541 could preclude the monies deposited by PNCC into the Shipman trust account from becoming property of the estate. Accordingly, Count 2 will be dismissed." Ruling on Count 3, Judge Humrickhouse held that "an essential element of a cause of action for constructive fraud is a relationship of trust or confidence. More specifically, the claim 'must allege (1) a relationship of trust and confidence, (2) that the defendant took advantage of that position of trust in order to benefit himself, and (3) that plaintiff was, as a result, injured'... The court has reviewed the operative documents and 'agreements between the parties,' and they include no language that requires, or is even indicative, of a relationship of 'trust and confidence.' Nor does the parties' prolonged performance of these agreements support such a finding. It is undisputed that for approximately 20 years, that relationship was prescribed by contractual provisions that specify the parties' respective obligations. Like any other contract, its terms give rise to the basic expectation that those terms will be satisfied, but it goes no farther than that. If PNL had at any time sought to have PNCC act as its fiduciary, or for their relationship to take on any confidential aspects above their bare contractual obligations, PNL could have negotiated for that, but it did not. Further, the court cannot possibly conclude that a confidential or trust relationship somehow arose from the protracted litigation between these parties. PNL's grievance is that PNCC said one thing and did another, and/or made representations that PNL now contends were untrue or misleading, in the context of a lawsuit between them. Even taking all that to be true, there is simply nothing about it that could permit the court to accept PNL's argument that these events gave rise to a relationship of trust and confidence between PNL and PNCC, which is required element of this claim. Instead, the factual allegations set out by PNL establish the oppositional and 'give-and-take' nature of the parties' business dealings. The court concludes that the facts alleged by plaintiff, construed in the light most positive to it while remaining safely within the bounds of reason, cannot as a matter of law establish the elements of constructive fraud. Count 3 will on that basis be dismissed." With regard to Count 4, Judge Humrickhouse said that "At this stage of this proceeding, in the context of a motion to dismiss, the embezzlement claim can withstand PNCC's motion subject to further review by the court... To set out a claim for civil embezzlement under Section 14-90, a plaintiff must allege that the defendant is a person under Section 14-90, who has embezzled or fraudulently or knowingly and willfully misapplied, or converted to his own use, any money that 'belongs to' any other person or corporation... construing the facts in the light most favorable to PNL, the court will not at this time dismiss this claim for three reasons: 1) the allegations can show that PNCC acted as PNL's agent in connection with the 2004 Subscription Agreement; 2) the court's review of the applicable state law (and federal courts' interpretations of that law) discussing the parameters of an embezzlement claim indicates that those parameters are extremely murky; and 3) although the economic loss theory may bar the claim, the parties have not yet had an opportunity to brief the issue. It may also be that PNL's inability to allege facts sufficient to establish a fiduciary, confidential, or other trust relationship will preclude PNL's embezzlement claim; the court is likewise doubtful that PNL's allegations with respect to PNCC's 'assurances' that the sale proceeds were in escrow and failure to release the funds to PNL upon demand ultimately will be sufficient to satisfy the intent aspect of an embezzlement claim. Doubt, however, will not defeat this claim in the context of a motion to dismiss." Finally, with regard to Count 5, Judge Humrickhouse held that "Count 5 of the complaint sets out an alternative cause of action, in which PNL seeks imposition of a constructive trust on the sale proceeds of PNL's memberships if the court determines that those proceeds are property of the debtor PNCC's bankruptcy estate... This count was dismissed by the court at the conclusion of the November 10, 2020 video hearing because the facts as alleged by PNL cannot support the conclusion that PNCC wrongfully acquired the monies that PNL seeks to recover, which is a necessary element of the claim... Instead, the uncontested evidence makes clear that PNCC properly obtained those sale proceeds, pursuant to the parties' contract... PNL has not alleged facts sufficient to show the existence of a confidential relationship between PNL and PNCC, the wrongful breach of which would be necessary to establish grounds for a constructive trust. Because there is no dispute that PNCC had the right to acquire the membership sale proceeds pursuant to the contract's terms, and lacking any evidence sufficient to establish a confidential relationship, the remedy of a constructive trust is unavailable to PNL as a matter of law." The case is IN RE: PORTERS NECK COUNTRY CLUB, INC., Chapter 11, Debtor. PORTERS NECK LIMITED, LLC, Plaintiff, v. PORTERS NECK COUNTRY CLUB, INC., Defendant, Case No. Case No. 19-04309-5-SWH, AP No. 20-00002-5-SWH (Bankr. E.D.N.C.). A full-text copy of the Order Regarding Motion to Dismiss, dated February 19, 2021, is available at https://tinyurl.com/d9k8zptm from Leagle.com. About Porters Neck Country Club Porters Neck Country Club, Inc. -- https://www.portersneckcountryclub.com/ -- is a full-service country club, boasting an 18-hole, Tom Fazio-designed golf course, in Wilmington, North Carolina. The club, which promotes a family-oriented environment, also has seven state-of-the-art Har-Tru tennis courts, a swimming complex, a fitness center and dining facilities. Porters Neck Country Club sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C. The club was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Joseph N. Callaway oversees the cases. Hendren Redwine & Malone, PLLC serves as Porters Neck Country Club's legal counsel. On Dec. 17, 2019, two special committees were formed to represent current and former members of Porters Neck Country Club who hold equity membership certificates. Ayers & Haidt, PA, represents the committee comprised of current members of the club while Stubbs & Perdue, P.A., represents the special committee of the club's former members. POST HOLDINGS: Moody's Assigns B2 Rating to $1.8BB Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service has assigned a B2 rating to proposed $1.8 billion of senior unsecured notes due 2031 being offered by Post Holdings, Inc. Proceeds from the proposed notes will be used primarily to fund the redemption of the company's $1.7 billion 5.0% notes due 2026 and for general corporate purposes. All other ratings, including the company's B1 Corporate Family Rating and Ba1 senior secured debt rating, are unchanged. The outlook is stable. The offering is modestly credit positive because it will extend Post's maturity profile and Moody's anticipates that it also will reduce cash interest costs without materially affecting financial leverage. The following ratings/assessments are affected by the action: New Assignments: Issuer: Post Holdings, Inc. Senior Unsecured Notes, Assigned B2 (LGD4) RATINGS RATIONALE Post's B1 Corporate Family Rating reflects its growth-through-acquisitions strategy and related periods of high financial leverage, and is supported by the strong, consistent operating cash flow generated by its highly profitable ready-to-eat (RTE) cereal business, which generates about 40% of sales. The company's foodservice and refrigerated food segments, which together represent 45% of sales, are also important contributors to earnings. However, foodservice revenue, which includes the company's commercial egg business, is currently being negatively affected by restaurant and other foodservice closures and reduced volume related to the coronavirus. Moody's expects that foodservice sales will improve gradually over the next year as operating conditions improve. Finally, the company's credit profile is supported by good product diversity, moderate geographic sales diversity and solid brand equities in high margin product categories. The SGL-1 Speculative Grade Liquidity rating reflects the company's very good liquidity. The company should generate about $700 million of cash from operations and $400 million of free cash flow over the next year. This assumes modest working capital investments, $250 million of capital expenditures and $100 million of cash flow retained by the BellRing Brands subsidiary. 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. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. The coronavirus has a mixed effect on Post's businesses with increases in retail food consumption not fully mitigating the effect of declines foodservice sales. Higher earnings variation can be expected in calendar year 2021 because of uncertain demand characteristics, higher production costs, channel shifting, and the potential for supply chain disruptions. The packaged food sector is moderately exposed to social risks related to responsible production, health and safety standards and evolving consumer lifestyle changes including factors that are reducing RTE cereal consumption. The sector is also moderately exposed to environmental risks such as soil/water and land use, and energy & emissions impacts, among others. Post's overall governance is good. The company is publicly traded (NYSE: "POST") and governed by a nine-member board of directors, of which seven are independent. However, our rating also incorporates Post's relatively aggressive growth by acquisition strategy that employs both strategic and financially driven acquisitions. These may be funded through increased financial leverage. The company does not pay a dividend and the preferred mode of distributing cash to shareholders is stock buybacks. Share repurchases weaken the credit profile but are more discretionary than dividends, which allows the company flexibility to redirect free cash flow to internal investment and debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Post will continue to maintain high financial leverage as it pursues growth through acquisitions. The rating agency also expects that following leveraged acquisitions, the company will apply free cash flow to debt repayment. The ratings could be upgraded if the pace of Post's acquisitions slows, operating profit margins remain stable, and the company sustains debt/EBITDA below 5.5x. The ratings could be downgraded if operating performance deteriorates, debt to EBITDA is sustained above 6.5x, or if free cash flow turns negative. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Based in St. Louis, Missouri, Post Holdings manufactures, markets and distributes food products in categories including RTE cereal, retail and foodservice egg and potato products, retail side dishes, retail cheese and sausage products, protein shakes, bars and powders. The company is publicly-traded under the ticker "POST" and has annual net sales of approximately $5.7 billion. PROSPECT-WOODWARD: Nonprofit Searches Buyer, May Declare Bankruptcy ------------------------------------------------------------------- Caleb Symons of SentinelSource reports that, facing a financial squeeze caused largely by the COVID-19 pandemic, the nonprofit that runs Hillside Village Keene is searching for someone to buy the retirement community and may declare bankruptcy, its officials say. The cash crunch caused the organization, the Prospect-Woodward Home, to miss a bond payment worth nearly $2 million on the 95 Wyman Road facility last January 2021. The sprawling retirement community, which opened in 2019, is home to 195 seniors and offers a full continuum of health care — from rehabilitative services to 24-hour nursing care. It employs nearly 150 staff members across the various facilities on site. In a conference call with a Sentinel reporter Wednesday, members of the Prospect-Woodward board of trustees said they have hired OnePoint Partners, a consultant to senior-care operations nationwide, to help navigate the financial situation. After determining late last year that Hillside Village needs a cash infusion to remain viable, OnePoint Managing Director Tom Brod said on the same call that the company is actively searching for a buyer. Measures to rejuvenate Prospect-Woodward's finances may also include filing for bankruptcy, he said. However, the nonprofit's officials pledged that even if it declares bankruptcy, Hillside Village residents will remain at the facility and retain their current health care services. Despite the financial challenges, Prospect-Woodward remains focused on providing a quality residential experience and health care to its residents, according to board Chairwoman Nancy Crawford. "Our goals, first and foremost, are to create a community that's both financially healthy and sustainable for the long term, to continue ... providing the highest level of care, [and] to protect the interests of residents and employees with minimal disruption," she said. Under capacity Opened in 2019, Hillside Village was first envisioned more than a decade ago by trustees of two local assisted-living facilities, Prospect Place and The Woodward Assisted Living Home, Crawford said. The trustees, she explained, wanted to turn those small facilities into a larger operation with on-site health services available for the rest of residents' lives — known as a "lifecare community." "Many of us knew retired folks who had left Keene because such a community did not exist here," she said. "We wanted seniors to stay and continue to be actively involved in this very vibrant city." The nonprofits merged in 2016 to create the Prospect-Woodward Home. Later that 2021, Keene officials approved the group's plan to build Hillside Village at a site on Wyman Road that included two properties, measuring a combined 50 acres, owned by then-Mayor Kendall W. Lane. Construction on the facility broke ground the following year, and the first residents moved there in early 2019 as part of a "phased opening" that continued in the following months. Hillside Village has 140 units for independent living, the majority of them at a large community center and a smaller number at the Woodside Apartments on site. It also operates a facility across the street, known as the Prospect-Woodward Health Center, where residents can receive more intensive care while staying in suites designated for assisted living, nursing or memory care. Those amenities come at a steep cost: Hillside Village residents pay an entrance fee that ranges from about $217,000 to $665,000, depending on the size of their apartment and their eligibility for a refund if they leave, according to Brod. They also pay a monthly fee that averages $4,500, he said. (The cost of having a second resident in the same unit is much lower.) Crawford said the community opened "to great excitement," noting her fond memories of mingling with residents at a holiday party later that year. But that momentum stalled early in the pandemic, when, before reaching full occupancy, Prospect-Woodward suspended move-ins and site visits by potential residents to comply with guidance from public health officials, she said. Other measures included barring visitors and congregate activities at the health center, conducting wellness checks with residents and providing groceries on site. "The fun things that people were moving to the community to do, those were the things that suddenly we had to stop," Crawford said. Some of the restrictions remain in place -- the dining room, for example, has not yet reopened -- though Brod said it has resumed accepting new residents. Like many senior-living facilities, Hillside Village also dealt with a COVID-19 outbreak when at least 23 residents and staff contracted the virus, and one person died, in November and December 2020, according to the N.H. Department of Health and Human Services. (Nearly all of the residents are now vaccinated, and 80 percent of Hillside Village employees had received at least one dose as of Wednesday, February 24, 2021, with an on-site vaccination clinic scheduled for later that day, according to Brod.) The pandemic has been particularly damaging to Hillside Village, he explained, because public-health protocols prevented it from reaching a sustainable occupancy. "Communities similar to Hillside have been hit hard, even if they were already fully occupied," he said. "… Hillside's been a victim of unfortunate timing, in the sense that [it] got hit before it had ever filled." Nearly a quarter of the facility's 140 independent-living units are vacant, Brod told The Sentinel in an email Wednesday afternoon. The occupied apartments have 170 total residents, and 25 other people live in units designated for assisted living or memory care, he said. The occupancy issues at Hillside Village have created a revenue shortfall that Brod said is among the primary causes of its financial crunch. Unexpected spending related to the pandemic, on items like personal protective equipment, has also eaten at the organization's coffers, Brod explained, though Hillside Village received government relief that he said helped offset some of those expenses. And construction costs ran higher than expected, he said, adding that a $5.7 million lawsuit a contractor brought against the nonprofit in August 2019 is "a further complicating issue." (An arbitration hearing for the case, in which the Keene-based MacMillin Co. claims Prospect-Woodward never fully paid for its construction work, is scheduled for later this year. Prospect-Woodward, in a court filing, said its architect suggested withholding a large payment due to "incomplete and defective work" by MacMillin.) The nonprofit has not yet repaid approximately $60 million of the tax-exempt bonds that financed Hillside Village's construction, according to Brod. "We don't have the reserves that we had planned on because we didn't get the entrance fees," he said. "And now we don't have the ongoing revenue that we had planned on because we don't have a high enough occupancy." Examining options Prospect-Woodward's board of trustees became aware of the financial issues at Hillside Village late last spring, said Lane, the former mayor, who is a board member. The board hired OnePoint in August 2020, he said, after realizing that "we needed some expertise that we couldn't provide." Following a review of the nonprofit's finances, OnePoint recommended that Prospect-Woodward notify its bondholders — a combination of mutual funds, financial institutions and individuals — of the situation, according to Brod. The board had told bondholders last summer that the pandemic was hurting its resources, he said. When COVID-19 cases in the region spiked in November, OnePoint again initiated contact with the bondholders to keep them informed ahead of Prospect-Woodward's semi-annual bond payment due Jan. 1, 2021. The nonprofit missed that $1.8 million payment, which Brod compared to a mortgage bill for homeowners. "We had enough dialogue with the bondholders that we told them in advance that we were not going to make the payment," he said. During those conversations, Brod explained, Prospect-Woodward and bond trustees — bank officials who manage the bondholders' investments — agreed that Hillside Village needs more cashflow to remain financially viable. The solution, he said, will be to find a new owner or investor for the facility. OnePoint is working with a broker to identify possible buyers, which include organizations operating similar retirement communities in New England and beyond, according to Brod. Some have already expressed interest in Hillside Village, having noticed that Prospect-Woodward missed the Jan. 1 payment, he said. (That information is publicly available, since the bonds are traded on the open market.) Prospect-Woodward may also explore restructuring its bond obligations, but Brod said that move could be complicated by a requirement that it first get approval from each individual bondholder. Instead, the nonprofit is more likely to file for bankruptcy, he said. That process, known formally as Chapter 11, would allow the organization to restructure its bond obligations with court approval, rather than permission from every bondholder. Prospect-Woodward has not yet initiated Chapter 11 proceedings and does not have a timeline for when that might happen, though Brod said it could occur in conjunction with a sale of Hillside Village. The organization has already notified Hillside Village residents of the possibility that it, or a new owner, will declare bankruptcy. Even if it takes that step, Lane said, residents will not be asked to move and will continue to receive all of the services that are currently offered. "Chapter 11 does not mean we’re shutting down,” he said. “… Hillside Village will remain in business, and the residents will be protected as we go through this process." Brod added that Prospect-Woodward officials do not believe residents will "experience any change in their day-to-day lives at Hillside." In a pre-emptive move, the organization has told state regulators that reshuffling its finances may include adjusting insurance guarantees to future residents, which would need approval from the N.H. Insurance Department, according to Crawford. However, it has not changed any insurance obligations to current residents. "That's all part of us keeping them informed," she said. "Nobody's trying to keep something under wraps here. We have a responsibility to be transparent about all of these things." Prospect-Woodward officials do not know whether the current board of trustees would remain in place under new ownership, though Brod said "it's very possible that the board would continue." For now, Crawford said, the organization is committed to ensuring that Hillside Village realizes its original purpose as a home for active community members. "We want to continue to be the place that when people think about staying for the rest of their years in Keene, Hillside is the place that they choosin caring," she said. About Prospect-Woodward Homes Prospect-Woodward Homes is an assisted living facility in Keene, New Hampshire that offers customized care for those in need of extra help of their loved ones. R & R TRUCKING: 2nd Amended Plan Should Be Confirmed, Court Says ---------------------------------------------------------------- Judge Frederick L. Corbit of the United States Bankruptcy Court for the Eastern District of Washington found that R&R Trucking, Inc. and its affiliated Debtors' 2nd Amended Plan of Reorganization should be confirmed. The Debtors filed their Second Amended Disclosure Statement and Second Amended Plan of Reorganization on December 14, 2020. The order approving the Second Amended Disclosure Statement and Setting Confirmation was entered by the Court on December 23, 2020. Judge Corbit made these findings of fact and conclusions of law, among others: (a) Debtors gave proper notice of their Plan and the Hearing on Confirmation of the Plan to creditors and parties in interest as required by FRBP 2002, LBR 2002-1, and LBR 3018-1, as well as other applicable provisions of the bankruptcy code and the Federal Rules of Bankruptcy Procedure by serving the Second Amended Disclosure Statement, Second Amended Plan of Reorganization, List of Classifying Claims and Interest, and Ballot. Proof of service of such notice was filed with the Court. (b) The hearing on confirmation after notice to creditors was held on February 23, 2021, by telephone conference hearing. (c) The following classes of claims are impaired under the plan: Class 3: The Allowed Secured Claim of Bank of Eastern Washington Class 4: The Allowed Secured Claim of BMO Harris Bank Class 5: The Allowed Secured Claim of PACCAR Financial Corp. Class 6: The Allowed Secured Claim of Volvo Financial Services Class 7: The Allowed Secured Claim of ENGS Class 8: The Allowed Unsecured Claims Against R&R Trucking, Inc. Class 9: Equity Security Holders Class 12: The Allowed Secure Claims of Les Schwab Class 14: The Allowed General Unsecured Claims of Ricardo and Rosa Cantu (d) Debtors properly filed a Report of Balloting. The Report of Balloting indicates that a Class 2 priority claim voted for the Plan, Class 3 impaired creditor Bank of Eastern Washington voted for the Plan, Class 5 impaired creditor of PACCAR voted against the Plan as well as objecting to the Plan, and a Class 8 impaired unsecured creditor voted for the Plan. There were no Class 8 unsecured creditors that voted against the Plan. (e) No ballots other than those identified in the Report of Balloting have been received by Debtors. (f) No government regulatory commission or agency is required to approve the Plan or terms of the Plan. (g) Administrative priority claims described by 11 U.S.C. Section 503(b) and 11 U.S.C. Section 507(A)(2) are provided for as required by 11 U.S.C. Section 1129(a)(9). (h) The Plan has been accepted in writing by at least one non-insider class of impaired creditors as required by 11 U.S.C. Section 1129(a)(10). The provisions of Chapter 11, Title 11 of the United States Code have been complied with, and the Plan complies with all provisions of Title 11 of the United States Code as well as other applicable law. (i) Prior to filing Debtors' bankruptcy petitions, Debtor R&R Trucking, Inc. was owned 100% by Ricardo and Rosa Cantu. The ownership will not be changed after confirmation. After confirmation the reorganized Debtors intend to continue employing insiders as described in the Second Amended Disclosure Statement. (j) Objections to confirmation of the plan were filed by PACCAR Financial Corp. and the Washington State Taxing Agencies, and were resolved. (k) The effective date of the Plan will be the first business day following the date on which the confirmation becomes a final non-appealable order. Debtors are authorized and directed to begin consummation of the Plan on the effective date, including the execution, ratification, or implementation of all loan and security documents authorized or contemplated by the Plan. The case is In Re: R&R TRUCKING, INC. and RICARDO CANTU and ROSA CANTU, Debtors/Debtors in Possession, Lead Case No. 19-00473-FPC11, Jointly Administered (Bankr. E.D. Wash.). A full-text copy of the Findings of Fact and Conclusions of Law Regarding Confirmation of Debtors' Second Amended Plan of Reorganization, dated February 23, 2021, is available at https://tinyurl.com/cbh637vu from Leagle.com. About R&R Trucking R & R Trucking, Inc., based in Pasco, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 19-00473) on March 1, 2019. In the petition signed by Ricardo Cantu, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. On April 26, 2019, Ricardo and Rosa Cantu, owners of R&R Trucking, and personal guarantors on many of R&R Trucking's obligations, filed a Chapter 11 bankruptcy proceeding (Bankr. E.D. Wash. Case No. 19-01089). The two cases are administratively consolidated. The Hon. Frederick P. Corbit oversees the case. William L. Hames, Esq., at Hames Anderson Whitlow & O'Leary, serves as bankruptcy counsel to the Debtors. RAMEN CONCEPTS 1: Seeks to Hire Rayburn Cooper as Legal Counsel --------------------------------------------------------------- Ramen Concepts 1, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Rayburn Cooper & Durham, PA as its legal counsel. The firm will render these legal services: (a) provide the Debtor legal advice regarding its powers and duties in the continued operation of its business and management of its properties; (b) assist in taking all necessary action to protect and preserve the Debtor's estate; (c) prepare or assist in preparing all necessary legal papers in connection with the administration of the estate of the Debtor; (d) appear before this bankruptcy court and such other courts as may be appropriate to represent the interests of the Debtor; (e) advise and assist in formulating and preparing a plan of reorganization on behalf of the Debtor, the related disclosure statement, and any revisions, amendments relating to such documents, and all related materials; and (f) perform other legal services for the Debtor which may be necessary in the case. The hourly rates of the firm's counsel and staff are as follows: Partners $375 - $750 Associates $225 - $295 Para-professionals $180 - $225 In addition, the firm will seek reimbursement for expenses incurred. The firm holds $11,002 as a retainer for its engagement as counsel to the Debtor. Matthew L. Tomsic, Esq., an associate at Rayburn Cooper & Durham, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew L. Tomsic, Esq. Rayburn Cooper & Durham, PA 1200 Carillon, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 About Ramen Concepts 1 Ramen Concepts 1 LLC -- http://futobuta.com/-- owns and operates a ramen house called Futo Buta. Ramen Concepts 1 filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-30081) on Feb. 16, 2021. In the petition signed by Michael Shortino, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Laura T. Beyer oversees the case. Rayburn Cooper & Durham, PA serves as the Debtor's counsel. RENOVATE AMERICA: February 26 Auction of All Benji Assets Canceled ------------------------------------------------------------------ Renovate America, Inc., and Personal Energy Finance, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a notice of cancellation of the auction sale of all Benji assets to Finance of America Mortgage, LLC, for $5 million, subject to overbid, set for Feb. 26, 2021, at 1:00 p.m. (ET). On Dec. 22, 2020, the Debtors filed their Sale Motion asking to sell substantially all "Benji" assets to the Stalking Horse Purchaser. The Court entered an order on Jan. 8, 2021 approving certain Bidding Procedures that govern the Sale. The Bidding Procedures Order established Feb. 23, 2021 at 8:00 p.m. (ET) as the Bid Deadline. Pursuant to the Bidding Procedures Order, if the Debtors do not receive qualified competing bids by the Bid Deadline, the Debtors will cancel the Auction scheduled for Feb. 26, 2021 at 1:00 p.m. (ET). They have not received any Written Offers on or before the Bid Deadline. Accordingly, pursuant to the Bidding Procedures Order, the Stalking Horse Bid is deemed the Successful Bid and the Stalking Horse Bidder is deemed the Successful Bidder. The scheduled Auction is canceled. The Debtors will ask approval of the Sale to the Stalking Horse Bidder at a hearing scheduled to take place on March 2, 2021, at 2:00 p.m. (ET). About Renovate America Renovate America is one of the nationâ€™s preeminent providers of home improvement financing through its industry-leading home financing product, Benji. The Company offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers industry- leading education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America, Inc. and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Bryan Cave Leighton Paisner LLP is acting as the Company's legal counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is the bankruptcy co-counsel. Armanino LLP is the financial advisor. GlassRatner Advisory & Capital Group, LLC, is the restructuring advisor. Stretto is the claims agent. ROLLS BROS: Court Approves Disclosure Statement ----------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia has entered an order within which the Disclosure Statement filed with the Plan by debtor Rolls Bros Logistics Inc. is conditionally approved. The Court set a hearing to consider confirmation of the Plan and final approval of the Disclosure Statement on April 7, 2021, at 2:00 p.m. The last day for filing and serving written objections is April 2, 2021. The deadline to submit ballots is also April 2, 2021. A copy of the order dated Feb. 23, 2021, is available at https://bit.ly/3qZzs3m from PacerMonitor.com at no charge. Counsel for the Debtor: KENNETH W. REVELL ZALKIN REVELL, PLLC Georgia Bar No. 601333 2410 Westgate Dr., Suite 100 Albany, GA 31707 (229) 435-1611 (866) 560-7111 (Fax) krevell@zalkinrevell.com About Rolls Bros Logistics Rolls Bros Logistics Inc. is a logistics provider offering trucking and third-party logistics management to provide long haul and regional highway load transport, domestic ports and international drayage intermodal, less-than-truckload, specialized, and flatbed services. The company filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 20-10098) on Jan. 24, 2020. In the petition signed by James Patrick Rolls, CEO, the Debtor estimated up to $50,000 in assets, and between $1 million and $10 million in liabilities. Zalkin Revell, PLLC, is the Debtor's counsel. ROYAL CARIBBEAN: S&P Downgrades ICR to 'B', Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer-credit rating on global cruise operator, Royal Caribbean Cruises, Ltd., to 'B' from 'B+'. S&P also lowered all issue-level ratings one notch. All ratings were removed from CreditWatch where they were placed with negative implications on Dec. 8, 2020. S&P said, "The negative outlook reflects our expectation for negative EBITDA, continued cash burn, and very weak credit measures through 2021. It also reflects the high uncertainty about Royal's recovery path given the potential for a slow restart of cruises in many markets, further suspensions once operations resume, and that the COVID-19 pandemic may alter demand for travel and cruising over the longer term because of concerns around contracting the illness. "The downgrade reflects our forecast for credit measures and operating cash flow generation through 2021 to be even weaker and materially more negative than weakness we previously anticipated. We expect a more protracted return to service for the majority of the company's fleet and significantly lower occupancy than in 2019, particularly for initial sailings, which may not resume until sometime in the third quarter, especially U.S. sailings. These weaker measures and the potential for further delays in the resumption of operations in 2021, translates in our view to greater risk Royal may not significantly improve 2022 adjusted leverage to a more manageable level from unsustainable leverage in 2021. "Nevertheless, and despite what we view as unsustainable credit measures through 2021, we believe Royal has sufficient liquidity to weather the continued suspension and eventual slow resumption of sailing this year. Credit measures should be more sustainable in 2022, even under our expectation that performance will remain below that of 2019. "Our updated 2021 forecast reflects a longer period of cash burn, since we now believe operations will resume later and capacity and occupancy will remain well below 2019 levels. We updated our forecast to reflect our expectation that U.S. cruising will resume in the third quarter, and that capacity and occupancy remain below those of 2019, particularly in the initial months after operations resume. Our forecast incorporates announced extensions of suspensions in operations of Royal's brands and itineraries since our last analysis as well as our assumption that operations, particularly U.S. cruises, may not resume until the third quarter of 2021. (North American itineraries represented about 61% of revenue, and U.S. guests are the largest geographical source of guests--about 65% in 2019.) "Our forecast is also notwithstanding the October 2020 expiration of the Centers for Disease Control and Prevention's (CDC) no-sail order and the announcement of a conditional sailing framework for the resumption of cruising. Cruise operators are awaiting technical instructions for complying with the framework. In addition, the guidance calls for a very gradual return to service for U.S.-based cruises. Operators will first have to bring crew back to the ships and test them, run multiple test cruises with very minimal volunteer passengers to ensure health and safety protocols are met and effective, then apply for and receive the CDC's conditional sailing certificate. "We believe phased resumption of operations may help cruise operators better align supply and demand, target easily accessible home ports, and better manage itineraries. But customers may find the itineraries less desirable. Destinations and the length of itineraries operators will offer might be limited due to continued port closures and local government and health authority restrictions. Additionally, customers' cruise experience might be impaired by health and safety measures, such as social distancing, mask, and testing requirements. This could pressure pricing, particularly on initial voyages for which pricing will already be impaired by short booking windows, as tickets will also likely be sold close to sailing. "As a result, we continue to forecast very weak credit measures through 2021 after significant deterioration in 2020, when operations were suspended in mid-March." S&P's 2021 forecast assumes: -- Cruising from U.S. ports will resume sometime in the third quarter. -- 2021 capacity will remain well below (about 70%) that of 2019. This assumes minimal initial capacity and that it ramps up through the second half. -- S&P said, "We believe cruise operators will implement social distancing and other health and safety measures on ships to reduce the risk of spread of the coronavirus. We believe these may reduce maximum potential occupancy, profitability, and cash flow. We also believe lingering travel fears may depress occupancy, particularly for initial sailings." -- Net revenue yield in 2021 is about 30% lower than in 2019, driven largely by fewer passenger cruise days. -- Total revenue recovers to less than 25% of 2019 revenue because of the assumed gradual resumption of operations, significantly fewer assumed operating days at reduced occupancy, and lower net yields. -- EBITDA remains materially negative given the assumed cash burn in the first half and reduced revenue in the second half compared to 2019. Under S&P's base-case assumptions, it believes Royal may generate modestly positive EBITDA in the fourth quarter. -- S&P said, "We believe Royal will try to manage expenses to limit its EBITDA loss particularly while operations are suspended and as it ramps up its fleet. Until there is a clearer path toward the resumption of sailings, we believe the company's marketing spending will remain limited. Once operations are close to resuming, we believe the company could maintain reduced marketing and selling expenses, particularly with fewer ships to market. Additionally, we believe Royal could manage certain ship-level expenses such as fuel, food, and crew payroll to align with potential reduced occupancy. We believe these cost efficiencies could help offset at least partially expected incremental expenses associated with implementing health and safety protocols and bringing ships back into service." S&P Global Ratings believes there remains high, albeit moderating, uncertainty about the evolution of the coronavirus pandemic and its economic effects. Vaccine production is ramping up and rollouts are gathering pace around the world. Widespread immunization, which will help pave the way for a return to more normal levels of social and economic activity, looks to be achievable by most developed economies by the end of the third quarter. However, some emerging markets may only be able to achieve widespread immunization by year-end or later. S&P said, "We use these assumptions about vaccine timing in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." S&P said, "Our forecast for materially negative EBITDA in 2021 heightens the risk whether Royal can significantly reduce adjusted leverage and improve cash flow in 2022. We believe substantial uncertainty remains as to Royal's ultimate recovery path. There could be further suspensions in operations and uncertainty as to how consumers and health authorities such as the CDC may respond to continued flare-ups or waves of the virus until, and even once, consumers get vaccinated. Therefore, risks remain as to Royal's ability to ramp up EBITDA generation through 2022 to support meaningful deleveraging and drive sufficient cash flow that addresses large calls on cash in 2022, which include sizable amortization payments and debt maturities, maintenance capital spending across its fleet of ships, and our expectation for two large ship deliveries. Royal has committed financing for about 80% of the cost of the ships. "We believe that in a scenario where demand begins to recover in 2022, supporting growth in net yields and occupancy closer to but still below 2019 levels, capacity is close to 2019 levels, and net cruise costs per available passenger cruise day (APCD), excluding fuel, moderate closer to 2019 levels, EBITDA may be supportive of reducing adjusted leverage to around 7x. This would provide some cushion relative to our 7.5x downgrade threshold. However, this would require EBITDA recovering to at least 85% of 2019. Although there remains a high degree of forecast uncertainty, we believe this may be possible because Royal has reported advance bookings for the first half of 2022 is within historical ranges at higher prices." The need to take delivery of previously ordered ships weighs on Royal's ability to deleverage. The cruise industry is highly capital intensive, and operators must generally commit to new ship deliveries at least a few years in advance. While cruise operators generally obtain financing commitments before ship delivery, which provides liquidity in case cash flow declines, incremental debt can significantly weaken credit measures during operating stress because debt balances increase in a period when EBITDA is declining because of operating stress. S&P said, "We believe industry ship deliveries will likely be delayed a few months, at least for the next few years, because of the pandemic's impact on shipyards, including closures in 2020. For example, Royal now expects to take delivery of two ships in 2021 and two in 2022 instead of the pre-pandemic expectation of three each in 2021 and 2022. However, notwithstanding the reduction in the number of expected ship deliveries, we believe Royal will incur more than $3 billion of incremental committed debt related to ship deliveries. This will slow Royal's ability to deleverage because of our forecast for EBITDA below 2019 levels through at least 2022." Further, when demand steeply declines, incremental capacity from new ships can exacerbate industry pricing pressure as operators try to match supply and demand. In this pandemic, some cruise operators accelerated ship disposals, reducing capacity growth. Although operators can also take ships out of service to manage capacity, they still incur expenses. These expenses are fairly minimal on a per ship basis, but S&P believes they will weigh on Royal's profitability as it brings its fleet back into operation. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects S&P's expectation for negative EBITDA, continued cash burn, and very weak credit measures through 2021. It also reflects high uncertainty as to Royal's recovery path given the potential for a slower restart of cruises in many markets, further suspensions even once operations resume, and that the pandemic may alter long-term demand for travel and cruising. S&P could lower the rating at any time if: -- S&P said, "We believe the recovery will be more prolonged or weaker than we expect in a manner that impairs Royal's competitive position relative to other travel alternatives for at least some period of time. This could occur if 2022 forward bookings weaken; we no longer believe capacity, occupancy and pricing will improve in line with our 2022 base-case forecast; or operations do not resume in the third quarter of 2021 and allow Royal to have the majority of capacity operating in the fourth quarter;" -- S&P anticipates any strain to Royal's liquidity position; -- S&P no longer believes Royal is on a path to improve adjusted leverage well below 7.5x; or -- S&P does not believe Royal can generate positive free operating cash flow (net of committed ship financing) in 2022. S&P said, "It is unlikely we will revise our outlook to stable or raise the rating over the next year given the high uncertainty around when Royal's operations will resume, how long it will take demand for travel and cruises to recover, and how it will affect our base-case recovery assumptions, especially until immunization is widespread." Nevertheless, S&P could: -- Revise its outlook to stable once it believes Royal will return to pre-pandemic capacity and occupancy, net revenue yields recover significantly, net cruise costs per APCD excluding fuel improve closer to those of 2019, and adjusted leverage declines well below 7.5x on a sustained basis; or -- While unlikely given its forecast leverage through 2022, raise its ratings once the company's operations recover if it expects adjusted leverage to be sustained under 6.5x. RUSSO REAL ESTATE: Wants to Use Frost Bank Cash Collateral ---------------------------------------------------------- Russo Real Estate, LLC and DeRiso Development, L.L.C. ask the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use the cash collateral of Frost Bank, N.A. Frost Bank is the Debtors' primary pre-petition lender. The Debtors have multiple obligations to Frost that are cross-collateralized and secured by the Debtors' real properties including assignments of rents, rent proceeds and other proceeds. Frost contends it has an interest in the Debtors' rents and rent proceeds and at least two checking accounts owned by Debtors, which consist almost exclusively of rents and rent proceeds of approximately $150,000, as a result of an assignment of and security interest in the Debtors' rents and rent proceeds pursuant to the terms of certain promissory notes, corresponding deeds of trust, together with all other documents, agreements and instruments evidencing, securing, governing, guaranteeing or executed in connection with the loans. The Frost Loan Documents have a combined face value of approximately $6,890,425.00 and combined monthly payments of nearly $47,000.00. The Debtors are in arrears in an amount equal to slightly more than $206,000. The Debtors seek the entry of an order providing for their use of Cash Collateral to pay operating expenses and professional fees during the next 90 days. As adequate protection of Frost's interest in its Frost Cash Collateral, the Debtors propose to grant Frost valid and automatically perfected continuing, additional replacement liens on the rents and rent proceeds of Debtors which shall constitute Frost's Collateral, including proceeds and products thereof to the same extent and priority of Frost's liens prior to the Petition Date pursuant to the Frost Loan Documents. The Replacement Liens will be in addition to the liens that Frost had in the assets of Debtors as of the petition date evidenced by the Frost Loan Documents. The Debtors contend that "Frost currently has over $150,000 of the Debtors funds on deposit. The Trapped Funds represent Cash Collateral or the proceeds of Cash Collateral. Frost will apply $30,000 of the Trapped Funds to reduce the principal balance of the Frost Loans. The remaining Trapped Funds will be released to the Debtors." The Debtors propose to pay Frost at least $30,000 toward the balance due on the Frost Loans before the end of March 2021. "The relief requested herein is necessary to prevent the immediate and irreparable harm to the Russo Entities' Chapter 11 estate and to provide sufficient funds to permit Debtors to continue to operate their business. The Russo Entities assert that an immediate and critical need exists for Debtors' use of Cash Collateral in order to continue the operation of its business and that without the use of the Cash Collateral, Debtors will not be able to pay its direct operating expenses or obtain goods and services needed to carry on its business during this sensitive time period. The Debtors assert that, at this time, their ability to use Cash Collateral is vital to the confidence of their contractors and is crucial to the preservation and maintenance of the going concern value of the Russo Entities' estates," the Debtors tell the Court. The Debtors' proposed budget provides for total expenses in the amount of $16,855 for each of the months of February, March and April. A full-text copy of the Debtor's Motion and their Budget are available at https://tinyurl.com/m4pkxp4s and https://tinyurl.com/ych44w32 from PacerMonitor.com. About Russo Real Estate Russo Real Estate, LLC filed its Chapter 11 Petition on February 1, 2021 (Bankr. N.D. Tex. Case No. 21-40220). The petition was signed by Robert C. Barton, manager. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Lee Stringham, Esq. at Hixson & Stringham, PLLC. SANG H. SHIN: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Sang H. Shin DMD PC dba Shiny Dental asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral on an interim basis in the amount of $26,793. The Debtor requires the use of cash collateral to meet its payroll and to purchase inventory and supplies needed in the operation of its business. The cash collateral sought to be used consists of future funds that will be deposited in the Debtor's DIP account. The Debtor is a dental office that was closed in December 2020, but is reopening. Based on requests for the Debtor's services from the community that the Debtor services, it is strongly believed that the Debtor can easily make monthly income in the amount of $34,000 or more. The Debtor projects that it will need at least $26,793 based on it projected budget once it reopens its door. Chase Bank has an interest in the cash collateral. The Debtor proposes to protect the interest of Chase in the cash collateral by providing a lien on the future DIP account to be opened. There will be no other liens against the account. A copy of the Motion and the Debtor's business income and expenses for 2020 is available at https://bit.ly/3usXypj from PacerMonitor.com. About Sang H. Shin DMD PC dba Shiny Dental Sang H. Shin DMD PC dba Shiny Dental sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30554 on February 11, 2021. In the petition signed by Sang H. Shin, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Samuel L. Milledge, Sr., Esq. at The Milledge Law Firm, PLLC, is the Debtor's counsel. SEADRILL LIMITED: March 9 Hearing on Continued Cash Collateral Use ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Seadrill Limited and affiliates to, among other things, use cash collateral on an interim basis. A final hearing on the matter is scheduled for March 9, 2021 at 11:00 a.m. The Debtor requires the use of cash collateral as it does not have sufficient available sources of working capital to operate their business in the ordinary course or to maintain their property. The cash collateral include all proceeds of the Prepetition Facility Collateral held by the RigCo Debtors -- Seadrill Rig Holding Company Ltd. and its subsidiaries, including Seadrill Treasury UK Limited or CashPoolCo -- and any and all cash of any kind, whether in reserved accounts, blocked accounts or otherwise. The Debtors are authorized to use Cash Collateral, subject to the terms and conditions of the Interim Order and to the adequate protection granted to or for the benefit of the Prepetition Secured Parties, and in accordance with the 13-week cash disbursements and receipts budget. As adequate protection for the respective interests of the Prepetition Secured Parties in the Prepetition Collateral, and as a condition for the use of their respective Prepetition Collateral, each of the Prepetition Secured Parties, as applicable, are granted security interests and liens. The Adequate Protection Liens granted to each Prepetition Secured Party are limited to Adequate Protection Collateral consisting of such Prepetition Secured Party's Prepetition Collateral and any other Adequate Protection Collateral owned by a borrower or obligor under the applicable Prepetition Facility or by Seadrill Rig Holding Company Ltd. or RigCo and its subsidiaries in connection with the Prepetition Notes. The Debtors is directed to pay in full, in cash and in immediately available funds all reasonable and documented fees, costs and expenses, of the Committee of Coordinators appointed under and as defined in that certain appointment letter originally dated August 14, 2020 and amended and restated February 10, 2021 among Seadrill Limited and each member thereof, limited in the case of costs and expenses to the reasonable and documented professional and advisory fees, costs and expenses of their legal, financial and other professionals. The Debtors will also provide continued maintenance of and appropriate insurance on the Debtors' assets, in amounts consistent with the Debtors' prepetition practices and as set forth in the applicable Prepetition Facility Documents or the Charter Agreements. Seadrill has been engaged in active negotiations with creditors across its capital structure for the better part of the last year, including with a coordinating committee of various lenders -- CoCom -- under the Company's 12 secured credit facilities -- SCF Lenders -- an ad hoc group of SCF Lenders and an ad hoc group of holders of 12.00% senior secured notes due 2025 -- NSN Group. Despite Seadrill's prepetition efforts to build consensus for a restructuring transaction . . . the parties have not agreed on the terms of a comprehensive, consensual restructuring in large part because of the different debt holdings of the CoCom and the Ad Hoc Lender Group and the disparate views those groups hold about the proper approach to this restructuring. "Most of Seadrill's secured debt lays in 12 distinct silos, each with its own individual rigs as collateral (and an interest in certain common collateral made up primarily of cash). The CoCom and the Ad Hoc Lender Group control different silos and, given the respective holdings, even if Seadrill reached a comprehensive deal with one of the CoCom or the Ad Hoc Lender Group, neither group of creditors has sufficient holdings to deliver the consent of each of the 12 silos," Seadrill tells the Court. "Over the past several weeks, Seadrill was nearing an agreement with the CoCom on the terms of a proposed restructuring. But the Ad Hoc Lender Group opposed the plan and refused to provide a forbearance for the facilities it controlled, including the AOD Facility. Thus, despite Seadrill's continuous efforts, the Company was left in a default without a forbearance on certain facilities, and faced the threat of enforcement by the Ad Hoc Lender Group. To avoid such enforcement and the accompanying destruction of value, the Debtors have filed chapter 11 petitions to obtain the benefit of the automatic stay while they continue to operate their business and negotiate with their various stakeholders in an effort to maximize the value of the estates," Seadrill further says. Seadrill contends that "the Debtors have reached an agreement in principle with the CoCom on the terms of use of cash collateral on an interim basis. Additionally, the Debtors have had constructive dialogues with the Ad Hoc Lender Group regarding the Interim Order. The Debtors will continue to engage with their stakeholders between the filing of this Motion and the first-day hearing in an effort to reach consensus on the terms of the Interim Order, and the Debtors expect to file a revised form of order prior to the hearing reflecting the outcome of those discussions." Seadrill further contends that their "Motion seeks approval of the interim use of Cash Collateral in order to allow the Debtors to smoothly transition into chapter 11. The Debtors require the solid foundation provided by the use of Cash Collateral and the corresponding soft landing afforded by their requested first day relief to continue operations on a postpetition basis, which will accrue to the benefit of all stakeholders." The Debtors commenced their chapter 11 cases with approximately $550 million in cash and are seeking relief to utilize this cash together with postpetition receipts from operations to prosecute their chapter 11 cases and operate their businesses on a postpetition basis. Pursuant to the relief requested in the Interim Order and in exchange for the proposed adequate protection package detailed herein, the Debtors will use Cash Collateral to fund all operating expenses associated with the Debtors' business, consistent with a Budget. As of the of the Petition Date, the Debtors were liable for approximately $6.1 billion in aggregate funded debt obligations, comprised of: $5.6 billion of aggregate obligations outstanding under the Secured Credit Facilities; and $536 million of aggregate obligations under the NSNs issued by NSNCo. Seadrill Limited is a guarantor under each of the 12 Secured Credit Facilities, the NSNs, and consolidates the credit facilities contained within the SFL under the variable interest model for purposes of financial reporting. The Parties with an Interest in Cash Collateral: (a) Seadrill Rig Holding Company Ltd. ("RigCo") and its subsidiaries, including Seadrill Treasury UK Limited ("CashPoolCo," and, together with RigCo and its subsidiaries, the "RigCo Debtors") have an interest in the "RigCo Cash Collateral," which shall include, but not be limited to, all proceeds of the Prepetition Facility Collateral held by the RigCo Debtors and any and all cash of any kind, whether in reserved accounts, blocked accounts or otherwise, including, without limitation, any prepetition and postpetition cash and cash equivalents held by the RigCo Debtors, in which the Prepetition Secured Parties have Prepetition Liens or other interests. (b) Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited (collectively, the "AOD Debtors") have an interest in the "AOD Cash Collateral," which shall include, but not be limited to, all proceeds of the AOD Collateral and any and all cash of any kind, whether in reserved accounts, blocked accounts or otherwise, including, without limitation, any prepetition and postpetition cash and cash equivalents held by the AOD Debtors, in which the AOD Secured Parties have Prepetition Liens or other interests. (c) North Atlantic Linus Cherterer Ltd. (the "Seadrill Linus Charterer"), charterer under the charter agreement with respect to the rig "West Linus" originally dated 30 June 2013, (the "LinusCharterAgreement"), and Seadrill Limited, RigCo, and CashPoolCo (together with the Seadrill Linus Charterer, the "Linus Debtors") have an interest in the "SFL Linus Cash Collateral," which shall include "cash collateral" as that term is defined in section 363 of the Bankruptcy Code in which SFL Linus Ltd. (the "SFL Linus Owner") has Prepetition Liens or other interests. (d) Seadrill Offshore AS (the "Seadrill Hercules Charterer"), charterer under the charter agreement with respect to the rig "West Linus" originally dated 7 October 2008, (the "Hercules Charter Agreement"), and Seadrill Limited, RigCo, and CashPoolCo (together with the Seadrill Hercules Charterer, the "Hercules Debtors") have an interest in the "Hercules Cash Collateral," which shall include "cash collateral" as that term is defined in section 363 of the Bankruptcy Code in which SFL Hercules Ltd. (the "SFL Hercules Owner") has Prepetition Liens or other interests. (e) Seadrill Deepwater Charterer Ltd (the "Seadrill Taurus Charterer"), charterer under the charter agreement with respect to the rig "West Taurus" originally dated 7 October 2008 (the "Taurus Charter Agreement"), and Seadrill Limited, RigCo, and CashPoolCo (together with the Seadrill Taurus Charterer, the "Taurus Debtors") have an interest in the "Taurus Cash Collateral," which shall include "cash collateral" as that term is defined in section 363 of the Bankruptcy Code in which SFL Deepwater Ltd. (the "SFL Taurus Owner") has Prepetition Liens or other interests. The Debtors have entered into the SFL Agreements with the SFL Owners, which provide for the Debtors' use of the SFL Cash Collateral. (i) SFL Linus Cash Collateral. The Linus Debtors are authorized to use the SFL Linus Cash Collateral, subject to the provision of adequate protection payments as set forth in that certain interim funding and settlement agreement, dated 11 February 2021, between the SFL Linus Owner, the Seadrill Linus Charterer, Seadrill Limited, RigCo, and CashPoolCo (the "Linus Agreement"), which provides that, upon entry of the Final Order, the Linus Debtors shall pay to the SFL Linus Owner the accrued and unpaid prepetition hire under the SFL Linus Charter of USD 4,200,000. The Linus Debtors' use of the SFL Linus Cash Collateral shall be subject to termination in accordance with the Linus Agreement. Subject to entry of the Final Order, the Debtors shall pay the prepetition charter hire due to the SFL Linus Owner as set forth in the Linus Charter Agreement. (ii) SFL Hercules Cash Collateral. The Hercules Debtors are authorized to use the SFL Hercules Cash Collateral, subject to the provision of adequate protection as set forth in that certain interim funding and settlement agreement, dated 11 February 2021, between the SFL Hercules Owner, as owner, the Seadrill Hercules Charterer, Seadrill Limited, RigCo, and CashPoolCo (the "Hercules Agreement"), which provides that, upon entry of the Final Order, the Hercules Debtors shall pay to the SFL Hercules Owner the accrued and unpaid prepetition hire under the SFL Hercules Charter of USD 3,700,000. The Hercules Debtors' use of SFL Hercules Cash Collateral shall be subject to termination in accordance with the Hercules Agreement. Subject to entry of the Final Order, the Debtors shall pay the prepetition charter hire due to the SFL Hercules Owner as set forth in the Hercules Charter Agreement. (iii) SFL Taurus Cash Collateral. The Taurus Debtors are authorized to use the SFL Taurus Cash Collateral in connection with the payment of demobilization and associated costs associated with the rejection and redelivery to the SFL Taurus Owner of the rig "West Taurus," as set forth in that certain settlement agreement, dated 11 February 2021, between the SFL Taurus Owner, Seadrill Deepwater Charterer, Seadrill Limited, RigCo, and CashPoolCo (the "Taurus Agreement" and, together with the Hercules Agreement and Linus Agreement, the "SFL Agreements"). The Taurus Debtors' use of the SFL Taurus Cash Collateral shall be subject to termination in accordance with the Taurus Agreement. (iv) Additionally, the Linus Agreement and the Hercules Agreement each provide for (a) payment of reduced charter hire, operating costs, overhead expenses, and LTM capital expenditures incurred with respect to the rig "West Linus" and rig "West Hercules," (b)information sharing regarding cash balances in the relevant Earnings Accounts (as defined in such the relevant SFL Agreements) and documentation of movement of cash to and from such Earnings Accounts, (c)payment, pursuant to the standard fee procedures contained in paragraph 5(h) of the Interim Order, by the Debtors of invoices for legal, advisory, and rig inspection fees for which the SFL Owners claim coverage, (d) the classification as general unsecured claims of the accrued postpetition charter hire payable pursuant to the relevant SFL Agreements (which classification shall survive termination of the relevant SFL Agreements), and (e) termination provisions. (v) As adequate protection, the Debtors are authorized to enter into the SFL Agreements and to incur and honor the obligations and pay all amounts contemplated thereby in accordance with and pursuant to the terms of the SFL Agreements, with no further notice or relief from the Court needed other than as set forth therein. The Debtors are authorized to take all actions necessary to effectuate the relief granted in the Interim Order and in the SFL Agreements, and the automatic stay under section 362(a) of the Bankruptcy Code is hereby modified as necessary to effectuate all of the terms and provisions of the Interim Order and the SFL Agreements. The Interim Order provides a "Carve Out" of certain statutory fees, allowed professional fees of the Debtors and any Committee appointed in the Chapter 11 Cases pursuant to section 1103 of the Bankruptcy Code, and a Post-Carve Out Trigger Notice Cap (the amount of such Post-Carve Out Trigger Notice Cap to be set forth by the Final Order, or, in the event a Carve Out Trigger Notice is delivered prior to entry of a Final Order, an amount determined by the Court), all as detailed in the Interim Order. The Order requires the Debtors to pay in full, in cash and in immediately available funds all reasonable and documented fees, costs and expenses of (i) the CoCom and its professionals, namely White & Case LLP, Advokatfirmaet BAHR AS and Moelis & Company; and (ii) the Ad Hoc Group and its professionals, including Weil Gotshal and Lazard Ltd. 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, managing partner at M3 Partners, acting as the Company's Chief Restructuring Officer, 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 February 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for the Debtors. HoulihanLokey, Inc., is the financial advisor. Alvarez & Marsal North America, LLC, is the restructuring advisor. The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The law firm of Slaughter and May is co-corporate counsel. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk LLC is the claims agent. SHELTON BROTHERS: March 25 Hearing on Auction of Brewing Equipment ------------------------------------------------------------------ Shelton Brothers, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts a notice of its proposed sale, by public internet auction, of brewing equipment, including 19 tanks, a grist mill, hopper, kegging line, AC units, steel piping, and related pieces, located at 53 Manning Road, in Enfield, Connecticut. The sale will be conducted by Aaron Posnik & Co., Inc. through Bidspotter on April 9, 2021, at 10:30 a.m. The website address of the Auctioneer is: www.posnik.com. The website for Bidspotter is: www.bidspotter.com. The proposed sale procedures are more particularly described in the Debtor's Motion to Sell Personal Property by Public Internet Auction Free and Clear, a copy of which is available at no charge upon request from the undersigned or on the website of the Court: www.mab.uscourts.gov. The property of the Estate will be sold free and clear of liens, claims, and encumbrances. Any perfected, enforceable, valid liens will attach to the proceeds of the sale. A hearing on objections and the Sale Motion is scheduled to take place on March 25, 2021, at 10:00 a.m. The Objection Deadline is March 22, 2021, at 4:00 p.m. About Shelton Brothers, Inc. Shelton Brothers, Inc. is a beer importing and distributing company located in Belchertown, Mass. Shelton Brothers filed a voluntary petition under the provisions of Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-30606) on Dec. 18, 2020. In the petition signed by Daniel W. Shelton, president, the Debtor disclosed between $1 million to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. Andrea M. O'Connor, Esq., at Fitzgerald Attorneys at Law, P.C., represents the Debtor as counsel. SHELTON BROTHERS: Proposes Online Auction of Brewing Equipment -------------------------------------------------------------- Shelton Brothers, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the sale, by public internet auction, of brewing equipment, including 19 tanks, a grist mill, hopper, kegging line, AC units, steel piping, and related pieces, located at 53 Manning Road, Enfield, Connecticut. Among the Debtor's assets is the Brewing Equipment. The Debtor purchased the Brewing Equipment in 2011 or 2012 for approximately $300,000, including transportation from California to Connecticut. It has never used the Brewing Equipment. The Debtor is currently paying $6,000 per month for rent for the Brewing Equipment. The Brewing Equipment is subject to a security interest in favor of Berkshire Bank. Upon information and belief, Berkshire Bank has assigned its security interest in the Brewing Equipment to RNSS, LLC. Upon information and belief, the Brewing Equipment is not subject to any other, lien, claim, or encumbrance. The Brewing Equipment is not necessary to a successful reorganization of the Debtor's financial affairs and may cause the Bankruptcy Estate to incur unnecessary administrative expenses. The Debtor asks authority to sell the Brewing Equipment by public auction sale free and clear of all liens, claims, and encumbrances with any perfected, enforceable, valid liens attaching to the proceeds. It believes that RNSS consents to the proposed sale of the Brewing Equipment and the Court may authorize such sale pursuant to 11 U.S.C. Section 363(f)(2). The Debtor says that a public auction sale of the Brewing Equipment, as opposed to a private sale, is in the best interests of the Bankruptcy Estate in light of the size and nature of the assets to be sold. A public auction sale will permit it to obtain the highest price for the Brewing Equipment, while at the same time minimizing the time, uncertainty, and expense that would result from attempting to sell the asset by one or more private sales. The Debtor has filed an Application to Employ Aaron Posnik & Co., Inc. as an auctioneer for the estate, which Application is currently pending. It has requested pre-approval of the Bankruptcy Estate's anticipated internet auction sale expenses in the Employment Application, pursuant to MLBR 6004-1(d)(8)(D). The Debtor and Posnik have set the auction sale of the Brewing Equipment for April 9, 2021 at 10:30 a.m. The auction will be conducted online from Posnik's West Springfield office due to the restrictions placed by the Commonwealth of Massachusetts as a result of COVID-19. The Brewing Equipment will be available for inspection on Wednesday, April 7th and Thursday, April 8th from 10:00 a.m. to 4:00 p.m. and the morning of the sale from 8:30 a.m. to 10:30 a.m. The auction will be broadcast live via the internet and will be supported by Bidspotter. Pursuant to MLBR 6004-1(e)(2)(A), and upon information and belief, the Debtor represents as follows: a. The uniform resource locator (URL) of the proposed internet auction mechanism, Bidspotter, is: http://www.bidspotter.com. b. The use of online bidding will attract a larger number of prospective bidders and as a result generate a larger return for the Bankruptcy Estate. Bidspotter is an internationally recognized service provider that will allow for "real time" bidder-auction site interaction. c. The Debtor and other parties in interest do not have any known connections to Bidspotter or any expected bidder. d. Bidspotter charges the following fees for the use of its service: i. A base fee of $500; plus ii. A fee of 3% of the aggregate hammer price paid by online bidders placing winning bids. e. Use of Bidspotter is subject to general rules, policies, or terms or conditions, a copy of which is available at http://www.bidspotter.com/forms/terms.php. f. In addition to the general rules, policies, or terms or conditions described above, Posnik will have its own individual terms and conditions relating to the internet auction. A copy of such individual terms and conditions will be available on Bidspotter's website. As a summary of the individual terms and conditions, in order to bid online, Posnik must receive a deposit, in advance of the auction, in an amount that is at least 25% of the bidder's anticipated bid, made by cash, certified or bank check, or wire transfer. g. The mechanism for payment by successful internet bidders to the Bankruptcy Estate will be as follows: Posnik will collect all proceeds from successful internet bidders, including Bidspotter’s requisite 3% fee, prior to removal of any auctioned items from the auction premises. Posnik will include a statement of internet sales in its application for compensation and reimbursement of expenses to be filed with the Court. h. Bidspotter will not provide auction services or any other services beyond access to its automated on-line services and related customer support. The Debtor respectfully asks that the Court authorizes the use of the described internet auction procedures in connection with the auction sales contemplated by the herein. It believes that the use of Bidspotter for an internet broadcast of the auction sale is in the best interests of the Bankruptcy Estate because it will permit participation by an unlimited number of potential bidders with minimal cost to the Estate. Upon completion of the sale(s) contemplated herein, Posnik will submit an Application for Compensation, which will include its final itemized statement for expenses incurred in connection with the sale. About Shelton Brothers, Inc. Shelton Brothers, Inc. is a beer importing and distributing company located in Belchertown, Mass. Shelton Brothers filed a voluntary petition under the provisions of Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-30606) on Dec. 18, 2020. In the petition signed by Daniel W. Shelton, president, the Debtor disclosed between $1 million to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. Andrea M. O'Connor, Esq., at Fitzgerald Attorneys at Law, P.C., represents the Debtor as counsel. SHILOH INDUSTRIES: Seeks April 27 Plan Filing Period Extension -------------------------------------------------------------- SHL Liquidation Industries Inc., formerly known as Shiloh Industries, and its affiliated Debtors ask the U.S. Bankrutpcy Court for the District of Delaware to extend their exclusive periods to file a Chapter 11 Plan and solicit acceptances to the Plan through April 27, 2021 and June 28, 2021, respectively. The Debtors tell the Court that "in the two months since the filing of their prior motion seeking an extension of the Exclusive Periods, the Debtors have continued to make significant progress toward their ultimate goal in these chapter 11 cases . . . maximizing the value of their assets for the benefit of their stakeholders." The Debtors further relate that among other things, in the past two months, they have: (a) filed a plan of liquidation to administer the remaining assets of the Debtors' estates, as well as the disclosure statement for the plan of liquidation; (b) continued to wind-down their estates following the Sale to minimize administrative costs; (c) negotiated the assignment of additional contracts with Buyer Grouper Holdings, LLC and certain counterparties; (d) prepared and filed the documentation necessary to change the Debtors' entity names and requested Court approval to change the case caption; (d) obtained Court approval for the establishment of bar dates and engaged in substantial efforts to ensure -- and to demonstrate to the Court and all parties in interest at the confirmation hearing -- that the plan is feasible under Section 1129(a)(9) of the Bankruptcy Code through, among other actions: (i) reviewing and reconciling asserted administrative and other priority claims; (ii) drafting objections to certain alleged priority, Section 503(b)(9), and secured claims; and (iii) undertaking various informal reconciliation efforts to consensually reclassify and/or reduce the amount of alleged administrative or other priority claims. "In parallel with the above referenced efforts, the Debtors have continued to engage in discussions and negotiations with their key stakeholder constituencies in hopes of achieving consensus and ensuring an efficient exit from chapter 11 (an outcome the Debtors believe will benefit all stakeholders). It is against the backdrop of these activities and results that the Debtors seek to extend the periods within which they may exclusively file and solicit acceptances of a chapter 11 plan. The Debtors filed the Plan within the initial Exclusive Filing Period. If confirmation of the Plan is successful, the Debtors anticipate exiting chapter 11 by the end of the second quarter of this year (within a month of the requested Exclusive Filing Period deadline in this Motion). To allow the Exclusive Periods to lapse and permit parties to file competing plans invites delay of the resolution of these Chapter 11 Cases while unnecessarily increasing administrative expenses, which could result in the Debtors' administrative insolvency and inability to confirm any plan of liquidation," the Debtors aver. The Debtor's motion is scheduled for hearing on March 25, 2021 at 10:00 a.m. The deadline for the filing of objections to the Debtor's motion is set on March 11, 2021 at 4:00 p.m. A full-text copy of the Debtors' extension request is availble for free at https://tinyurl.com/5yw6ccmf from Prime Clerk. About Shiloh Industries Shiloh Industries, Inc., and its subsidiaries are global innovative solutions providers focusing on lightweighting technologies that provide environmental and safety benefits to the mobility markets. On Aug. 30, 2020, Shiloh Industries and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12024). The petitions were signed by Lillian Etzkorn, authorized person. The Debtors reported total consolidated assets of $664,170,000 and total consolidated debt of $563,360,000 as of April 30, 2020. The Debtors have tapped Jones Day and Richards, Layton & Finger P.A. as their legal counsel; Houlihan Lokey Capital Inc. as financial advisor, Ernst & Young LLP as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. On Sept. 15, 2020, the United States Trustee appointed the five member official committee of unsecured creditors. The committee selected Foley & Lardner LLP as its lead counsel, and Morris James as Delaware counsel. SHINKUCASI LLC: Has Cash Collateral Access Thru May 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, has authorized Shinkucasi LLC to use cash collateral on a final basis through May 31, 2021 in accordance with the Budget, with a 10% variance. The use of cash collateral is necessary to avoid irreparable harm to the Debtor. The Debtor is authorized to use Cash Collateral including, without limitation, cash, deposit accounts, accounts receivable, and proceeds from its business operations. As adequate protection with respect to the Lender's interests in the Cash Collateral, the Lender is granted a replacement lien in and on all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date to the same extent, validity and priority that it held as of the Petition Date. The Debtor will maintain insurance coverage for the Collateral in accordance with the obligations under the loan and security documents. The Debtor will fund a tax escrow on a monthly basis, payable into a separate debtor-in-possession bank account by the 15th day of each month, in the amount equal to one-twelfth of the 2020 ad valorem taxes for each property, provided that in the event a property is sold, the obligation to escrow will cease for that property as of the month in which the sale occurs. The court says it will be an event of default if the Debtor exceeds the Budget without the prior written consent of the Lender, which consent will not be unreasonably withheld; provided, however, in the event of a default, the Debtor's authority to use Cash Collateral will continue unless the Lender obtains an order by appropriate motion requiring the Debtor to cease using Cash Collateral. A copy of the Order and the Debtor's budget through May is available for free at https://bit.ly/301GW9X from PacerMonitor.com. About Shinkucasi LLC Shinkucasi LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10, 2021, listing $500,001 to $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Daniel R Fogarty, Esq. at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's counsel. STEAK N SHAKE: S&P Places 'CCC-' ICR on CreditWatch Positive ------------------------------------------------------------ S&P Global Ratings placed the 'CCC-' issuer credit rating on U.S.-based restaurant company Steak n Shake Inc. on CreditWatch with positive implications. The CreditWatch placement follows the development that Steak n Shake has repaid the remaining $153 million balance on its term loan due March 19, 2021, resolving its near-term refinancing needs. Critically, although Steak n Shake's operating performance has been acutely affected by the effects of the COVID-19 pandemic, it has been struggling for years due to execution challenges, intense competition, and changing consumer preferences. The absence of a significant debt burden provides the company with time and flexibility to execute its turnaround plan. Notwithstanding the company's improved financial condition following the loan retirement, there are a number of key matters, including governance, financial policy, and business strategy, that require further evaluation to determine the potential ratings upside. CreditWatch S&P expects to resolve the CreditWatch placement over the next 90 days following our review of the company's longer-term capital structure plans, its financial policies, the potential for future financial support from its parent company, and the prospects of its business turnaround plan. SUPERIOR AMERIHOST: Unsecured Creditors to Get 20% in 10 Years -------------------------------------------------------------- Superior Amerihost Hotel, LLC, submitted a First Amended Combined Chapter 11 Plan of Reorganization and Disclosure Statement on Feb. 23, 2021. Class 1 consists of General Unsecured Claims. This Class shall be paid at 20% over 120 months with no interest. The Debtor has used values that it believes to be accurate as to the amounts owed to the various creditors. As with all claims, Debtor reserves the ability to object to these claims. Payments shall be $737.73 per month, commencing on the Effective Date. This class is impaired. The prior iteration of the Plan shows that this Class shall be paid $1,045 per month. Class 2 consists of Newtek Small Business Finance Claim. The claimants in this class, with respect to Newtek's secured claim in the amount of $1,169,005, will be amortized over 300 monthly installments at 5.50% interest in monthly interest only payments of $5,227 for 60 months. Class 4 consists of the Cass County Real Estate Tax Lien Claim. Cass County has a first priority lien on all of the Debtor's real estate due to its unpaid tax lien in the amount of $84,995, which shall be paid over 120 months at 6% interest in full, commencing on the Effective Date in monthly payments in the amount of $942.62. There are no changes made to Class 3 Equity Security Holders, wherein the claims and interests of Edom Lyatuu shall be treated in one of two alternative methods, to the extent applicable: * If all impaired classes of Creditors vote to accept the Plan, then the rights of the Interest Holders shall remain the same. This Class shall not be Impaired. * If any class of Creditors votes to reject the Plan or if the Bankruptcy Court requires, for any reason, that New Value be provided to the Debtor, the Interests of the Debtor shall be canceled, and new Interests shall be reissued to the Interest Holders upon the investment by the Interest Holders of New Value, or those purchasing the Debtor's equity in the auction contemplated by this Plan. This Class shall be Impaired. The Debtor reasonably believes that its future operations will generate sufficient funds to satisfy its obligations under the Plan. The Debtor may also sell all of its assets or a portion of its assets to fund its obligations under the plan. To the extent additional monies are needed, it is contemplated that funds will come from Debtor's principal, which shall be treated as a new value contribution to the extent new value is required, and as a loan at 4% interest amortized over 10 years to the extent new value is not required. A full-text copy of the First Amended Combined Plan and Disclosure Statement dated Feb. 23, 2021, is available at https://bit.ly/3kDM91q from PacerMonitor.com at no charge. Attorneys for Debtor: METRO DETROITBANKRUPTCY LAW GROUP STUART SANDWEISS 18481 West Ten Mile Road, Suite 100 Southfield, Michigan 48075-2621 Tel: (248) 559-2400 Fax: (248) 971-1500 E-mail: stuart@metrodetroitbankruptcylaw.com About Superior Amerihost Superior Amerihost Hotel, LLC is a Michigan limited liability company which owns the real estate upon which the Baymont by Wyndham Dowagiac, in Dowagiac, Michigan operates. Superior Amerihost filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 20-02762) on Aug. 26, 2020. At the time of filing, the Debtor has $500,000 to $1 million estimated assets and $1 million to $10 million estimated liabilities. The Hon. John T. Gregg oversees the case. Stuart Sandweiss, Esq. of METRO DETROIT BANKRUPTCY LAW GROUP is the Debtor's counsel. TAKATA CORP: Court Allows Alternative Service to MSI ---------------------------------------------------- Judge Brendan Linehan Shannon of the United States Bankruptcy Court for the District of Delaware granted the Ex Parte Motion for Alternative Service filed by Eric D. Green, as trustee for the PSAN PI/WD Trust, d/b/a the Takata Airbag Tort Compensation Trust Fund on Defendant Mitsui Sumitomo Insurance Company. On September 30, 2020, the Trustee filed a motion to enforce the TK Holdings, Inc. and its affiliated Debtors' Fifth Amended Joint Chapter 11 Plan and the Court's Confirmation Order. In the Motion to Enforce, the Trustee asked the Court to enforce certain provisions of the Plan and Confirmation Order regarding the Debtors' transfer of insurance rights to the Trust and the Plan's impact on the insurers' obligations to the Trust. MSI filed an objection to the Motion to Enforce and the Trustee filed a reply. After a hearing on October 21, 2020, the Court issued a letter ruling and order denying the Motion to Enforce as procedurally improper under Bankruptcy Rule 7001. On November 5, 2020, the Trustee commenced the adversary proceeding against MSI. On November 19, 2020, the Trustee filed the Alternative Service Motion, asking the Court to authorize the Trustee to serve process on MSI by sending a copy of the summons and complaint via regular U.S. mail and email to MSI's United States counsel pursuant to Fed.R.Civ.P. 4(f)(3). MSI objected to the Alternative Service Motion, arguing that the Federal Rules require service upon MSI to be completed through the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents. "The Trustee is not required to attempt service abroad before seeking alternate service under Rule 4(f)(3). .. 'Service pursuant to Rule 4(f)(3) is neither a last resort nor extraordinary relief . . . [i]t is merely one means among several which enables service of process on an international defendant.' 'As such, Rule 4(f)(3) is an equally valid method for service as Rule (4)(f)(1)... '[S]ervice under Rule 4(f)(3) must be (1) directed by the court; and (2) not prohibited by international agreement. No other limitations are evident from the text.' Despite MSI's objection and its stated preference for service under the Hague Convention, there is nothing before the Court indicating that service on MSI's United States counsel would violate an international agreement. '[T]he task of determining when the particularities and necessities of a given case require alternative service of process under rule 4(f)(3)' is left 'to the sound discretion of the district court'... The facts and circumstances of this case support the Trustee's request for alternative service. MSI's domestic counsel already has appeared before this Court in this bankruptcy case. Moreover, MSI's domestic counsel has appeared recently on behalf of MSI regarding the Motion to Enforce that was the precursor to this adversary proceeding and MSI's objection to the Alternative Service Motion. There is clearly adequate and recent contact between MSI and its counsel, so there is no doubt that service upon MSI through its Delaware counsel comports with the requirements of Due Process," Judge Shannon held. The case is In re: TK HOLDINGS, INC., et al., Chapter 11, Debtors. ERIC D. GREEN, as Trustee of the TAKATA AIRBAG TORT COMPENSATION TRUST FUND Plaintiff, v. MITSUI SUMITOMO INSURANCE CO., LTD., Defendant, Case No. 17-11375 (BLS), Jointly Administered, Adv. No. 20-51004 (BLS), (D.I. 5), (Bankr. D. Del.). A full-text copy of the Memorandum Order Granting the Plaintiff's Motion for Alternative Service, dated February 23, 2021, is available at https://tinyurl.com/p2y2vn3c from Leagle.com. About TAKATA Corp. Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures, and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats, and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China, and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate the insurance policies. Sakura Kyodo Law Offices is serving as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. * * * In February 2018, the U.S. Bankruptcy Court confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. TEA OLIVE: R.P. Acquisition Buying All Remaining Assets for $1.75M ------------------------------------------------------------------ Tea Olive I, LLC, asks the U.S. Bankruptcy Court for the District of Minnesota to authorize the sale of substantially all remaining assets used in its retail operations such as remaining furniture, fixtures, equipment, remaining inventory, and intangibles, but excluding causes of action, and to assume and assign related unexpired leases and executory contracts, to R.P. Acquisition Corp. for $1.75 million, cash. A hearing on the Motion is set for March 15, 2021, at 10:00 a.m. (CT). The hearing will be held telephonically: Dial 1-888-684-8852; when prompted, enter Access Code: 5988550; when prompted, enter Security Code: 0428. The Objection Deadline is March 10, 2021, which is five days before the time set for hearing. In the beginning of 2020, the Debtor continued its rebranding efforts and expected the business to grow throughout the year. However, the Covid-19 pandemic unexpectedly changed all expectations for 2020. All of its 25 stores were either closed entirely or, at a minimum, under strict capacity and operating hour restrictions due to the pandemic. Additionally, the pandemic itself has altered the shopping behaviors of the Debtor's consumers, with some customers not feeling comfortable entering physical stores to shop. In this challenging environment, the Debtor commenced the case and immediately obtained approval to conduct "store closing" sales on an accelerated basis. Prior to the Filing Date, the Debtor engaged Steeplechase Advisors, LLC to provide investment banking and financial advisory services. Upon its retention, Steeplechase immediately began extensive marketing and due diligence efforts on the assets and operations and began to solicit interest in a sale of all or a portion of the Debtor's business and assets and also solicited replacement senior financing to refinance its obligations to the Prepetition Lenders. The Debtor's extensive negotiations with the Purchaser have resulted in a term sheet, and the parties are negotiating an Asset Purchase Agreement, which will be filed as soon as possible. The current version of the APA contemplates that the Purchaser will purchase the Acquired Assets and may assume certain contracts and leases. The salient terms of the APA are: a. Cash Consideration: $1.75 million b. Acquired Assets: All assets remaining at the end of the store closing sales, including FF&E at corporate level and store level for acquired locations, remaining inventory, customer lists, and books and records c. Contracts and Leases: Assignment of designated contracts and leases, with the Debtor proposing that cure costs are to be paid by Purchaser; contracts and leases to be designated by March 7, 2021 d. Closing: To coincide with the end of the store closing sales, to be no later than March 31, 2021 In negotiations, the Purchaser has emphasized its need to obtain Court approval of the transaction as quickly as possible to allow it sufficient time to order new product, communicate with and make offers to existing employees (who may be looking for new employment already), and otherwise arrange an orderly transition of operations at the stores following the conclusion of the going out of business sales ("GOB Sales"). Given these challenges, and to maintain going concern value, it is imperative that the Debtor be authorized to complete the transaction contemporaneous with the conclusion of the GOB Sales. The sale of the Debtor's assets is proposed to be a sale free and clear of all liens, claims, interests and encumbrances. The following summarizes the nature, extent and amount of the currently known liens, claims, interests and encumbrances. As described more fully in its Cash Collateral Motion, the Debtor has outstanding secured debt to the Prepetition Lenders under the Credit Documents, both as defined in the Cash Collateral Motion. The Debtor's Prepetition Credit Obligation is secured by security interests in and liens on substantially all of its personal property, including all of the Acquired Assets. As of Feb. 20, 2021, the outstanding amount of its Prepetition Credit Obligation to the Prepetition Lenders totaled approximately $18,298,302. The Debtor projects that at the conclusion of the liquidation sales, the Prepetiton Lenders will be owed about $6 million if all of the assets that are part of the GOB Sales area sold in the manner contemplated by the existing Consulting Agreement. The Debtor believes the transaction with the Purchaser will result in the Prepetition Lenders being owed less than that amount as a result of the transaction closing, in part because the Debtor forecasts certain contingent budget-related expense savings if the sale to the Purchaser is consummated. It has requested that the Prepetition Lenders consent to the relief requested; as of the dateof the Motion, the Prepetition Lenders have not provided their consent. Worldwide Distributors filed an original financing statement, file no. 1133295000027, with the Office of the Minnesota Secretary of State asserting (i) a purchase money security interest in all inventory and equipment financed by Worldwide Distributors and sold or distributed to the Debtor, and (ii) a security interest in substantially all assets of the Debtor. Worldwide Distributors' interest in the Debtor’s personal property, including the Acquired Asset, is subject to numerous disputes, including the validity and priority of Worldwide Distributors security interest and the amount owed. Further, the Debtor is segregating $3.5 million of proceeds from the sale of its inventory to provide adequate protection to Worldwide Distributors. It has requested that Worldwide Distributors consent to the relief requested; as of the date of the Motion, the Worldwide Distributors has not provided its consent. STIHL Incorporated filed an original financing statement, file no. 1143474000030, with the Office of the Minnesota Secretary of State asserting a purchase money security interest in all products sold by STIHL to the Debtor. The amounts owed by the Debtor to STIHL have been satisfied in full. Blackwood Pet Food, LLC filed an original financing statement, file no. 1194888400026, with the Office of the Minnesota Secretary of State asserting a security interest in all inventory purchased by the Debtor from Blackwood. The Debtor has no record of having granted a security interest to Blackwood. Further, the Debtor's accounts payable show no amount owed to Blackwood. It has purchased products from and owes an account payable to Brightpet Nutrition Group, LLC, which, upon information and belief, appears to be an affiliated, but legally separate entity. As a result, the Debtor disputes that Blackwood has an interest in any of the Acquired Assets. Crown Equipment Corp. filed an original financing statement, file no. 1087376300603, with the Office of the Minnesota Secretary of State asserting a security interest in all equipment leased by Crown Equipment Corporation to the Debtor. The equipment leased by Crown Equipment Corporation to the Debtor is not included in the proposed sale. Instead, those leases are currently identified as unexpired leases that may be designated for assumption and assignment. Wells Fargo Bank, N.A. filed an original financing statement, file no. 1165744200602, with the Office of the Minnesota Secretary of State asserting a security interest in a forklift owned by the Debtor, model no. C5 S/N 9A215602. The forklift in which Wells Fargo Bank, N.A. asserts a security interest is not included in the proposed sale. The Debtor asks that the order approving the sale of the Acquired Assets provides that such sale is free and clear of all liens, claims, and encumbrances in accordance with section 363(f) of the Bankruptcy Code. In connection with the proposed sale, the Debtor proposes to assume and assign certain executory contracts and unexpired leases to be identified on a schedule to the APA. The Purchaser has until March 7, 2021 to complete and/or modify such schedule. Exhibit 1 is a list that (i) identifies the executory contracts or unexpired leases that may be assumed and (ii) lists the Debtor's good faith calculation of the cure costs associated with each contract or lease. The proposed transaction contemplates a transition services agreement whereby the Debtor will retain access to employees and records necessary to wind down the estate and it will provide to the Purchaser the ability to operate under licenses it held on terms that are to be negotiated before the Sale Approval Hearing. The Debtor permits its customers to sign up for its e-mail list and also allows its customers to create online accounts. The Debtor maintains a list of these customers and their e-mail addresses, which it uses to send promotions, special giveaways, contests, and other content relating to its products. As more fully described in the Notice of Hearing and Motion for Entry of an Order (I) Granting Expedited Relief and (II) Authorizing the Debtor to Honor and Continue Certain Customer Programs and Customer Obligations in the Ordinary Course of Business, the Debtor also operates a rebate program called AgPlus. The Debtor maintains a list of its AgPlus members and their contact information for the purpose of providing the rebates each year. The Customer List and the AgPlus List are included in the Acquired Assets. As the Customer List and AgPlus List may be considered "personally identifiable information" of the Debtor under section 101(41A), the Debtor asks approval of the sale under section 363(b)(1)(B) of the Bankruptcy Code. The Debtor filed a Motion for Order (I) Granting Expedited Relief and (II) Directing the United States Trustee to Appoint a Consumer Privacy Ombudsman Immediately Pursuant to Section 322(A) of the Bankruptcy Code, asking the appointment of a consumer privacy ombudsman under section 322(a) of the Bankruptcy Code. Assuming that the Court appoints an Ombudsman, the Debtor asks approval of the sale of the Customer List and the AgPlus List under section 363(b)(1)(B) of the Bankruptcy Code. The Debtor is providing notice of the sale by sending the Sale Notice by first-class mail to all parties in interest. It is also posting the Sale Notice on the website of its noticing agent, Donlin Recano. The Debtor asksexpedited relief to allow the Debtor to accomplish the sale within the practical constraints of the case. As described, the Purchaser needs as much lead time as possible to retain employees, order new inventory and maintain continuity. Finally, the Debtor asks that any order approving the relief sought be effective immediately, by providing that the 14-day stay is inapplicable. There is no just reason for delaying the effectiveness of the order. A copy of the Exhibit 1 is available at https://tinyurl.com/tn3jc35b from PacerMonitor.com free of charge. About Tea Olive I, LLC Tea Olive I, LLC -- https://www.stockandfield.com/ -- is a Minnesota limited liability company formed in 2018 and headquartered in Eagan, Minn. It is a farm, home and outdoor retailer currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin and Michigan. Tea Olive I conducts business under the name Stock+Field. Tea Olive I filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-30037) on Jan. 10, 2021. The Hon. William J. Fisher is the case judge. The Debtor estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. As of the petition date, the Debtor had $29,724,104 in secured debt under a credit agreement with Second Avenue Capital Partners, LLC, as the administrative agent and collateral agent. The Debtor also has $26,500,000 in trade debt. As of Jan. 8, 2021, the Debtor estimated it holds consolidated inventory valued at $45,692,831. The Debtor also estimated it holds $734,000 in accounts receivable and prepaid assets. The Debtor tapped Fredrikson & Byron, P.A. as its counsel and Steeplechase Advisors LLC as its investment banker. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 12 has appointed an Official Committee of Unsecured Creditors. Bassford Remele, P.A., is the Committee's counsel. THREESQUARE LLC: Matador Solar Says Disclosure Statement Deficient ------------------------------------------------------------------ Matador Solar Partners, LLC, a secured creditor, objects to the Disclosure Statement filed by Debtor Threesquare, LLC, in support of the Plan of Reorganization. Matador Solar claims that the Disclosure Statement fails to provide information sufficient to enable a hypothetical reasonable investor typical of holders of claims or interests of a relevant class to make an informed judgment about the Plan. Matador asserts that: * The Disclosure Statement is defective and inaccurate because it fails to describe, and the Plan fails to include, Matador's allowed secured claim, evidenced by the proof of claim (with loan documents) that Matador filed on February 3, 2020 (Claim #3). * The Disclosure Statement is defective and the Plan is unconfirmable because the Debtor fails to include Matador's secured claim as a Class III claim entitled to the same treatment as the other secured creditors. * The Disclosure Statement is defective because there is no explanation of what percentage of their claims, unsecured creditors can expect to receive. Accordingly, the Plan is also unconfirmable because it does not meet the best interests of creditors test. * The Disclosure Statement is defective because there is no explanation or information about the Air B&B mentioned as a revenue source which is purportedly owned by David Levine, one of the Debtor's equity holders. * The Disclosure Statement is defective because there is no disclosed basis for the Debtor's estimate of the value of the real estate it owns. * The Disclosure Statement is defective because it fails to adequately describe whether the equity security holders will retain their interests in the Debtor, and if so, how. A full-text copy of Matador Solar's objection dated Feb. 23, 2021, is available at https://bit.ly/3uDLLnY from PacerMonitor.com at no charge. Matador Solar is represented by: Kenneth J. Barton, Jr. Kelsey Swaim Miller STEPTOE & JOHNSON PLLC 1250 Edwin Miller Blvd., Suite 300 Martinsburg, WV 25402-2629 Tel: (304) 262-3530 Fax: (304) 933-8729 E-mail: kenneth.barton@steptoe-johnson.com kelsey.miller@steptoe-johnson.com About ThreeSquare LLC ThreeSquare, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TRAXIUM LLC: Has Cash Collateral Access Until April 11 ------------------------------------------------------ Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized Traxium, LLC to use cash collateral on a final basis, until April 11, 2021. Prior to the commencement of the Debtors' Chapter 11 cases, Fifth Third Bank, National Association made loans and advances or further extended credit to or for the benefit of Debtors pursuant to the terms of several loan agreements and promissory notes. TCF National Bank, successor by merger to Talmer Bank & Trust and Chemical Bank, also made loans and advances or further extended credit to of for the benefit of Debtor Serendipity and that has been guaranteed by the guaranty agreement of Debtor Traxium pursuant to several loan agreements, promissory notes, guaranty agreements and security agreements, prior to the commencement of the Debtors' Chapter 11 cases. At the time of the filing of the Petitions, the Debtors were jointly and severally indebted to Fifth Third in the principal amount of $4,316,007.15, plus accrued interest costs, expenses, legal fees, court costs, advances and all other amounts due or to become due under the Fifth Third Prepetition Loan Documents. The Debtors were also jointly and severally indebted to TCF in the principal amount of $920,000.00, plus accrued interest costs, expenses, legal fees, court costs, advances and all other amounts due or to become due under the TCF Prepetition Loan Documents. The Prepetition Indebtedness is secured by liens and security interests granted to Fifth Third pursuant to and in connection with the Fifth Third Prepetition Loan Documents, as well as the TCF Prepetition Indebtedness is secured by liens and security interests granted to TCF pursuant to and in connection with the TCF Prepetition Loan Documents, are: (a) valid, binding, perfected, enforceable, first-priority liens and security interests in the "Collateral", including, without limitation, the Cash Collateral; and (b) not subject to avoidance, recharacterization, subordination, recovery, attack, effect, recoupment, rejection, reduction, set-off, disallowance, impairment, counterclaim, cross-claim, defense or claim under the Bankruptcy Code or applicable non-bankruptcy law. Fifth Third provided initial funding to the Debtor as of the Petition Date and upon entry of the Interim Order for Use of Cash Collateral in an amount equal to $630,337 as set forth in Debtor's initial budget. Pursuant to the Final Order, the Debtors are authorized to use Fifth Third's and TCF's Cash Collateral only through the earlier of April 11, 2021 or the occurrence of an Event of Default, pursuant to the terms and provisions of the Final Order for normal business purposes including, but not limited to, the Debtors' payment of obligations to Fifth Third, rental obligations (and by conduit to TCF to pay the principal and interest due on the Serendipity mortgage due to TCF and corresponding property taxes), payroll, costs of goods sold, taxes, utilities and other normal and necessary expenses in the normal course of its operations, and pursuant to Section 362(c)(2)(B) of the Bankruptcy Code. The Debtors are directed to continue maintaining all Debtor-in-Possession accounts, including but not limited to Debtors' operating accounts, with Fifth Third. However, Serendipity's Debtor-in-Possession account will be maintained at Huntington National Bank. As continuing security for and solely to the extent of any diminution in the value of Collateral from and after the Petition Date, calculated in accordance with Bankruptcy Code Fifth Third and TCF were granted valid, binding, enforceable and perfected post-petition replacement liens and additional liens in all of the Debtors' post-petition assets and property of any kind or nature whatsoever, existing as of the Petition Date or thereafter acquired, including, but not limited to, equipment, raw materials, work-in-process, inventory, accounts receivable, cash and all other assets. The Adequate Protection Liens that were granted are in addition to all security interests, liens, and rights of setoff existing in favor of Fifth Third and TCF on the Petition Date. Judge Koschik held that "Fifth Third shall retain its post-petition priority in the Adequate Protection Liens in the amount of the Initial Funding. The Adequate Protection Liens shall be subordinate to the payment of the fees of the United States Trustee." The Debtors are directed to continue making Interest Only Payments on the outstanding principal balance in the amount of $12,000 per week which payments will continue to be paid on the first business day of each week and shall be applied at Fifth Third's discretion pursuant to the terms of Fifth Third's loan documents. "To the extent that any amounts remain available to apply to principal on any of the Prepetition Indebtedness then Fifth Third will apply such amounts on a pro-rata basis based on the principal outstanding of each note. Debtors have, and shall continue to timely pay principal and interest and other sums owing to TCF on a monthly basis pursuant to TCF's loan documents, along with timely paying its real estate taxes on the Stow property directly to the County taxing authority," Judge Koschik said. Fifth Third and TCF are granted a continuing administrative claim against the Debtors with a priority equivalent to a claim under Bankruptcy Code sections 364(c)(1), 503(b), and 507(b), on a dollar-for-dollar basis for and solely to the extent of any Diminution in Value and Fifth Third shall retain its post-petition priority up to and including the Initial Funding, which administrative claim shall, among other things, have priority over all other costs and expenses of the kind specified in, or ordered pursuant to, Bankruptcy Code sections 105, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 1113, and 1114. The Superpriority Claim will be subordinate to the payment of the fees of the United States Trustee, as well as those professional fees and fees of any unsecured creditors committee, if such committee shall be formed. The approved Budget provided for total cash out amounts of: $97,347 for the week ending February 28, 2021, $276,610 for the week ending March 7, 2021, $118,710 for the week ending March 14, 2021, $216,110 for the week ending March 21, 2021, $140,060 for the week ending March 28, 2021, and $267,616 for the week ending April 4, 2021. A full-text copy of the Agreed Final Order, dated February 23, 2021, is available for free at https://tinyurl.com/3vujeuy5 from PacerMonitor.com. About Traxium LLC Traxium, LLC is a holding company comprised of commercial printing and marketing businesses. Traxium and its affilates provide a complete platform of graphic design, marketing, and printing solutions and services consisting of print, bindery and finishing services, mailing services, and other products and services to customers throughout the region and across the country. Traxium filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-51888) on October 16, 2020. George Schmutz, chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $4,420,019 in assets and $5,665,021 in liabilities. The Honorable Alan M. Koschik oversees the case. Gertz & Rosen, Ltd. and Rysenia Capital Solutions, LLC serve as the Debtors' legal counsel and restructuring advisor, respectively. Dennis Durco of Rysenia Capital is the Debtors' operations consultant and chief restructuring officer. TRISTAR LOGGING: Unsecureds to Get Paid from Ongoing Revenue ------------------------------------------------------------ TriStar Logging, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement in support of the Plan of Reorganization dated December 21, 2020. TriStar believes that if its assets were liquidated, its secured creditors would receive all the proceeds of that liquidation, largely because TriStar's primary assets with liquidation value are all encumbered by security interests – for the most part, first position purchase money security interests. In a liquidation, TriStar's other creditors would receive nothing. Under the Plan, TriStar's debts with those secured creditors have been restructured; its business operations have likewise been restructured and streamlined, and its current principal Stephen Reidhead will contribute critical operating assets currently in his name, to the reorganized TriStar in return for the new equity interest and his continued involvement in TriStar's business, all of which is critical to generate the revenue TriStar will use to make meaningful distributions to both its secured and unsecured creditors under the Plan. Accordingly, TriStar believes the Plan gives creditors the best opportunity to realize a recovery on their allowed claims. TriStar has continued to operate its business, conduct and restructure its forestry operations, and negotiate with the USFS for new forestry contracts during this Bankruptcy Case. TriStar has reached agreements with nearly all of its critical equipment and vehicle vendors regarding not only the treatment of their claims during the pendency of the Chapter 11 proceedings, but the treatment of their claims under this Plan. The Plan incorporates those agreements, which together with TriStar's proposal to fund payment through its ongoing cash flow, largely form the framework for the Plan. Post-petition, TriStar has realized increasing monthly revenue reflected in its monthly reports, that in recent months has exceeded $340,000. TriStar expects that its revenue available to satisfy claims will continue to increase due in part to its restructured business operations, in part to forestry contracts that will come on line over the term of Tristar's Plan and in part due to the restructured debt amounts and payments described in the Claim Stipulations. Class 3 consists of Allowed General Unsecured Claims against TriStar. Allowed Class 3 Claims will share pro rata in monthly distributions of surplus funds from the Defined Plan Contribution remaining after payment of Defined Plan Distributions. TriStar expects that Defined Plan Distributions will exhaust the full amount of the monthly Defined Plan Contribution, until approximately the 38th month of the Plan. TriStar expects that the total distribution to Allowed Class 3 Claims may total approximately $239,626. Class 4 consists of the equity ownership interests in TriStar currently held by Stephen and Patricia Reidhead. On the Effective Date, the sole Equity Interest holders, Steven and Patricia Reidhead, will be issued no less than 80% of the equity interest in a holding company - the New TriStar Holding Company - which shall, in turn, be issued 100% of the equity interest in the Reorganized TriStar. This equity interest will be issued in exchange for and in consideration of the Reidheads' contribution of new value to TriStar. Funding for distributions under the Plan will come from TriStar's ongoing operating revenue. Specifically, such revenue will fund the Defined Plan Contribution each month, from which the Defined Plan Distributions will first be made. To the extent any surplus funds remain from the Defined Plan Contribution after the Defined Plan Distributions, such surplus will fund distributions pro rata to Allowed General Unsecured Claims. TriStar's projected future financial performance is linked in some measure to that of its affiliate NovoStar. NovoStar's projected gross revenue for 2021 is approximately $7,643,000. In later years of the Plan, it is expected that NovoStar's financial performance will track TriStar's projected performance in a way roughly equivalent to the way in which NovoStar's 2021 projections track those of TriStar. In 2021, after payment of operating costs including sawmill lease payments, utilities, insurance, payroll, fuel, repairs and maintenance, NovoStar will reserve net retained earnings of less than 2% of the foregoing amount. That 2% retained earnings is a conservative reserve for emergencies, repairs, and replacement of the expensive equipment involved in the sawmill operations. A full-text copy of the Disclosure Statement dated Feb. 23, 2021, is available at https://bit.ly/3bIZfXa from PacerMonitor.com at no charge. Attorneys for the Debtor: Joseph E. Cotterman Kortney K. Otten GALLAGHER & KENNEDY, P.A. 2575 East Camelback Road Phoenix, Arizona 85016-9225 Telephone: (602) 530-8000 Facsimile: (602) 530-8500 E-mail: joe.cotterman@gknet.com kortney.otten@gknet.com bkdocket@gknet.com About Tri-Star Logging Tri-Star Logging, Inc., based in Snowflake, Arizona, is primarily engaged in the business of logging and forestry operations in the area. Tri-Star Logging filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-01565) on Feb. 14, 2020. In the petition signed by Kevin Reidhead, chief financial officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Joseph E. Cotterman, Esq., at Gallagher & Kennedy, P.A., is the Debtor's bankruptcy counsel. TTK RE ENTERPRISES: Gets Cash Collateral Access Thru June 1 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized TTK RE Enterprises, LLC to use cash collateral in accordance with the budget on a final basis through June 1, 2021, with a 10% variance. The Debtor does not have sufficient unencumbered cash or other assets with which to continue to operate in Chapter 11. The Debtor requires immediate authority to use cash collateral to continue its business operations without interruption and to facilitate formulating an effective plan of reorganization. Situs Properties has mortgages and a valid, perfected and secured lien and security interest in the rents from the Debtor's real property, which secure the Debtor's indebtedness in the approximate amount of $2,117,321 as of February 1, 2021. The Debtor is authorized to use cash collateral to maintain and preserve its assets, to continue operation of its business, to purchase replacement supplies, and to pay all statutory quarterly fees to the Office of the United States Trustee as they become due and payable. As adequate protection for use of the cash collateral, the Lender is granted a replacement perfected security interest to the extent and with the same priority in all of Debtor's postpetition collateral, and proceeds thereof, that Situs held in Debtor's pre-petition property. To the extent the adequate protection provided for proves insufficient to protect Situs's interest in and to the cash collateral, Situs will have a superpriority administrative expense claim, senior to any and all claims against Debtor. As of December 1, 2019, the Debtor was required to continue making its regular monthly payments to Situs as adequate protection payments in the amount of $13,500 for the duration of the Order. If the Debtor does not timely make a payment to Situs, does not timely pay rent on the 401 Glenn Property, timely sell and close the Situs Properties on the schedule stated in the Order, or fails to pay Situs the net proceeds of any sale, subject to one five-day right to cure such default, all the remaining unsold Situs Properties will, at the option of Situs, be either auctioned off no earlier than 30 days after the expiration of the right to cure; or be granted immediate stay relief on all Situs Properties, that is immediately final. Situs will have the absolute and unfettered right and ability to credit bid for any remaining Situs Properties in any amount of its choosing up to the full amount of its proof of claim plus any subsequently advanced amounts, fees, interest, insurance, and taxes, among others. The Debtor must sell, and close the sale of, at least two of the Situs Properties every two months, with the first such two-month period ending on April 1. Two more of the Situs Properties must sell, and close, no later than June 1, 2021 by which time all remaining Situs Properties must be sold and closed or the Debtors' Indebtedness to Situs must be paid in full. Situs will have the ability to consent or not consent to the sale price of any properties, in its sole discretion. A copy of the Order is available for free at https://bit.ly/3dPGy6K from PacerMonitor.com. About TTK RE Enterprise LLC TTK RE Enterprise LLC is a privately held company in Somers Point, New Jersey. The Company is the 100% owner of 48 real estate properties in New Jersey having a total current value of $9,265,000. TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the petition signed by Emily K. Vu, president, the Debtor disclosed total assets of $9,269,950, and total liabilities of $6,432,457. Judge Jerrold N. Poslusny Jr. oversees the case. Flaster Greenberg PC is the Debtor's counsel. VALLEY FARM: Has Deal with Lenders on Cash Collateral Access ------------------------------------------------------------ Valley Farm Supply, Inc., Community Bank of Santa Maria, and Simplot AB Retail, Inc. have advised the U.S. Bankruptcy Court for the Central District of California, Northern Division, that they have reached an agreement regarding Valley Farm's use of cash collateral and now desire to memorialize the terms of this agreement into an Agreed Order. The parties agree that during the term of the parties' Stipulation, and provided the Debtor is not in default under the Stipulation, CBSM and SABR consent to the Debtor's use of cash collateral, and CBSM and SABR will make available to the Debtor the Cash Collateral to the extent it is in the CBSM's or SABR's possession, custody or control, specifically to be used for the purposes set forth in the budget, with a 10% variance. As adequate protection to CBSM and SABR and in exchange for the Debtor's use of Cash Collateral following the filing of the Petition, the Debtor agrees to: (a) pay CBSM on the 15th day of each month the regular monthly principal and/or interest payment owing on the pre-petition loan agreements at the pre-petition, non-default rate. (b) grant to CBSM and SABR, respectively, first priority and second priority replacement security interests in and liens on cash and cash equivalents acquired after the filing of the petition. (c) grant CBSM and SABR, respectively first priority and second priority security interests in and liens on causes of action under 11 U.S.C. section 549 on account of collateral encumbered by the post-petition security interest and liens in favor of CBSM and SABR granted under the Stipulation, but not causes of action arising under 11 U.S.C. sections 544, 545, 547, 548, or 549. (d) grant -- in the event the adequate protection granted in the Stipulation does not provide CBSM and SABR with protection for the diminution of value of the Pre-Petition Collateral -- CBSM and SABR super-priority claims to the extent of any failure to provide CBSM and SABR with protection for the diminution of value of the Pre-Petition Collateral, with those claims having priority over claims allowed under 11 U.S.C. section 507(a). (e) deem all of CBSM's and SABR's security interests and liens validly perfected against the Debtor, the Debtor's bankruptcy estate and any trustee appointed in the Debtor's bankruptcy case, its successors and assigns, and all creditors and parties in interest in the Debtor's bankruptcy case. CBSM and SABR will not be required to file financing statements to perfect the liens and security interests granted by the Stipulation. A copy of the stipulation and the Debtor's budget is available for free at https://bit.ly/3qW4Csp from PacerMonitor.com. About Valley Farm Supply Valley Farm Supply, Inc., a wholesaler of farm product raw materials based in Nipomo, California, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11072) on September 2, 2020. The petition was signed by Peter Compton, president. At the time of filing, the Debtor disclosed total assets of $3,711,542 and total liabilities of $8,460,250. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Beall & Burkhardt, APC as counsel; Terence J. Long as restructuring consultant; and McDermott & Apkarian, LLP as accountant. Community Bank of Santa Maria, as secured creditor, is represented by: Sandra K. McBeth, Esq. 7343 El Camino Real #185 Atascadero, CA 93422 Tel: (805) 464-2985 Fax: (805) 357-5905 E-mail: smcbeth@mcbethlegal.com Simplot AB Retail, Inc., as secured creditor, is represented by: Hagop T. Bedoyan, Esq. McCormick Barstow, et al. 7647 North Fresno Street Fresno, CA 93720 E-mail: Hagop.bedoyan@mccorraickbarstow.com VERICAST CORP: S&P Affirms 'CCC+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Vericast Corp. and revised the outlook to stable from negative. S&P assigned its 'B-' rating to the company's proposed first-lien notes and the 'CCC-' rating to its proposed second-lien notes. S&P said, "At the same time, we are placing our 'CCC+' rating on the company's proposed amended first-lien term loan on CreditWatch with positive implications. If the transaction closes as proposed, we will raise the issue-level rating one notch to 'B-', in line with the proposed first-lien notes. "The stable outlook reflects our view that if the proposed refinancing is successful, Vericast will have no imminent liquidity or refinancing risks and will be unlikely to default over the next 12 months given expected organic revenue growth and EBITDA margin expansion, which will generate sufficient free cash flows to service its debt fixed charges. Nevertheless, we view the company's capital structure as unsustainable due to the secular decline of the print industry, the company's consistent high debt leverage, and expected limited discretionary cash flow, which increase the risk of a future subpar debt exchange or liquidity event." The proposed refinancing will alleviate Vericast's near-term maturity concerns. The company plans to refinance its current debt structure with a new $250 million asset-based lending (ABL) facility, an amended and downsized $775 million first-lien term loan, $1.3 billion of new first-lien notes, and $700 million of new second-lien notes. Vericast will use the proceeds from the new debt to pay down its existing ABL balance, reduce the amount outstanding under its existing senior secured term loan, retire its existing senior secured notes, add cash to its balance sheet, and pay related transaction fees. If completed as proposed, S&P believes the transaction would be credit positive because it would extend the company's first-lien debt maturities to 2026 and eliminate the refinancing risk stemming from its near-term debt maturities in 2022. Vericast's leverage will remain elevated above 6x due to its limited EBITDA growth potential given the secular decline in the print industry. Despite its improved pro forma debt maturity profile, we believe Vericast's leverage will remain very high in the mid-6x area in 2021 before declining to the low-6x area in 2022. We expect the company's leverage to remain high because, in our view, its ability to substantially increase its EBITDA is limited due to the secular decline in the print industry. Vericast derives 90% of its revenue from print-related products. S&P said, "While we believe some of its product groups, such as shared mail, will report increased organic revenue during the anticipated economic recovery in 2021, we expect the expansion in its consolidated organic revenue to be limited to the low- to mid-single-digit-percent area in 2021 and the low-single-digit-percent area in 2022. We expect the company to offset some of these pressures with more stringent cost-management initiatives, which will allow it to improve its consolidated adjusted EBITDA margins toward the 16%-17% range over the next two years. Nevertheless, we expect the high interest costs of Vericast's proposed capital structure will lead to thin cash flow generation at about 2%-3% adjusted free operating cash flow (FOCF) to debt. The company will need the majority of this cash flow to support its $50 million mandatory debt amortization payments under its proposed capital structure. As a result, we view the company as dependent on favorable business and economic conditions to meet its financial commitments long term, and thus view the capital structure as unsustainable." S&P said, "The stable outlook reflects our view that if the proposed refinancing is successful, Vericast will have no imminent liquidity or refinancing risks and would be unlikely to default over the next 12 months due to expected organic revenue growth and EBITDA margin expansion that will generate sufficient free cash flows to service its debt fixed charges. Nevertheless, we view the company's capital structure as unsustainable due to the secular decline of the print industry, the company's consistent high debt leverage, and expected limited discretionary cash flow, which increase the risk of a future subpar debt exchange or liquidity event. "We could lower our issuer credit rating on Vericast if we anticipate a payment default or distressed debt restructuring in the next 12 months. We could lower our outlook to negative from stable if the proposed refinancing is unsuccessful. "We could raise our rating on the company if we are convinced it can sustain leverage well below the 6x area and increase its FOCF-to-debt ratio well above 5%. This scenario would most likely include a strong return to organic revenue and EBITDA growth, and substantial use of free cash flow to voluntarily reduce debt." VINCENT GALANO, JR: Zakheims Buying Property in Lee for $850K ------------------------------------------------------------- Vincent Galano, Jr., filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of his proposed sale of the real property located at 520 Fairview Street, in Lee, Massachusetts, to Alan and Sloan Zakheim for $850,000, subject to due diligence and a financing contingency, and subject to higher and better offers. A hearing on the Motion is set for March 23, 2021, at 10:00 a.m. The Lee Property is owned jointly by the Debtor and his wife Wendy Galano. It is a single-family home. The Lee Property is encumbered by two mortgages. The first mortgage is held by Berkshire Bank in the approximate outstanding balance of $475,000 plus interest and charges. The second mortgage is held by Holiday Prime Capital II LLC in the stated amount of approximately $38 million. The Debtor and his wife intend to sell the Lee Property. The Plan filed by the Debtor states that the Lee Property will be sold. Wendy Galano consents to the sale of the Lee property and pursuant to a Settlement Agreement entered into between the Debtor, Wendy, Holiday Prime Capital II LLC and others which was approved on the record by the Court at a hearing held on Feb. 16, 2021 subject to conditions, Wendy agreed to contribute her share of the net closing proceeds to the bankruptcy estate. Holiday Prime Capital II LLC agreed pursuant to the Settlement to release and discharge its mortgage from the Lee Property at or before the closing of the sale. The net proceeds of sale after payment of the closing costs including the real estate commission payable to Cohen & White Associates and counsel fees as may be allowed to local counsel for the Debtor are to be released to the attorney trust account of counsel for the Debtor to be held pending the further order of the Court. The Debtor listed the Lee Property for sale with Cohen & White Associates, a licensed realtor located in Lenox, Massachusetts. The Lee Property was listed at $850,000 at the recommendation of the realtor. The realtor introduced the Lee Property to the Buyers, residents of Manhattan. The Purchasers submitted a bid of $850,000, subject to due diligence and a financing contingency. The Debtor and Wendy accepted the offer. The parties have entered into a contract for the sale and purchase of the Lee Property subject to approval of the Court and subject to higher and better offers. The Debtor asks that the sale to the Purchasers be approved pursuant to Code section 363 and that the sale be free and clear of liens claims and encumbrances with all such liens claims and encumbrances to attach to the proceeds of sale. Notwithstanding the foregoing as set forth in the Settlement Agreement the mortgage lien held by Holiday Prime Capital II LLC will not attach to the proceeds of sale but will be discharged of record. Vincent Galano, Jr. sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-18344) on July 7, 2020. The Debtor tapped David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP as counsel. WANSDOWN PROPERTIES: No Disproportionate Forfeiture, Court Says --------------------------------------------------------------- Judge Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York held that the doctrine of disproportionate forfeiture does not apply in the case, as Wansdown Properties Corporation N.V. has failed to demonstrate a forfeiture. The adversary proceeding concerns a dispute over the right to the downpayment given by the defendant-buyer 29 Beekman Corp. to the plaintiff-seller Debtor in connection with an unconsummated Purchase Agreement to buy real property, owned by the Debtor, known as the "Townhouse." In Wansdown Props. Corp. N.V. v. 29 Beekman Corp., the Court denied the parties' cross-motions for summary judgment and identified two factual issues. First, the Purchase Agreement stated that "Seller represents that the net proceeds of a sale under this Contract would be sufficient to satisfy all claims against Seller and, as reasonably projected, Seller's contemplated estate in bankruptcy" (the "Proceeds Representation"). The Court concluded that the accuracy of the Proceeds Representation, a condition precedent to Beekman's obligation to close, had to be true and correct at the time of the closing, and the phrase "as reasonably projected" was ambiguous. Second, if the Debtor could not satisfy the Proceeds Representation at Closing, "would the enforcement of the condition cause a disproportionate forfeiture to the Debtor." On October 19, 2020, Beekman moved for reconsideration, and on January 6, 2021, the Court granted reconsideration "solely with respect to the issue of whether, as a matter of law, the doctrine of disproportionate forfeiture as discussed in the Decision does or does not apply in this case." "For disproportionate forfeiture, the obligee — here, the Debtor — must establish that (1) the condition was not material; (2) a forfeiture occurred; and (3) the forfeiture was disproportionate... The accuracy of the Proceeds Representation at the time of the Closing is an express condition precedent to Beekman's obligation to close... Accordingly, the Debtor had to supply evidence on its motion for summary judgment that it would be able to satisfy the three factors that support the invocation of disproportionate forfeiture," Judge Bernstein explained. With regards to materiality, Judge Bernstein found that "Beekman offered evidence that '[i]t was critical to 29 Beekman that the proceeds from the sale be sufficient to satisfy all claims so as to avoid potential obstacles, objections and/or delays to closing'... The Debtor did not offer any evidence to controvert Beekman's subjective evidence, but the Court nevertheless questioned the objective materiality of the Proceeds Representation. Under the Purchase Agreement, Beekman was prepared to close outside of a plan, including pursuant to a section 363 sale or even if no bankruptcy was pending. 'In either case, the sufficiency of the sale proceeds and the confirmation of a plan would be irrelevant, and the sale could proceed without delay as it did'... Materiality is ultimately a question of fact, but I assume for the purpose of this decision that the Proceeds Representation was immaterial and move on to the remaining elements." Addressing the matter of forfeiture, Judge Bernstein said that "the Debtor has not argued that satisfaction of the Proceeds Representation was a matter outside its control. Rather, it argues that it will lose the benefit of its bargain — retaining the Downpayment based on Beekman's breach, and in addition, it expended the time and effort to acquire a final, non-appealable Sale Order within the time requirements set forth under the Purchase Agreement and prepare for the Closing... The argument regarding the loss of the Downpayment is circular. Beekman had committed an anticipatory breach when it refused to close under a section 363 sale order and insisted on a confirmation order. The Debtor elected not to terminate the Purchase Agreement based on Beekman's repudiation, and instead, chose to continue with the Purchase Agreement and insist that Beekman close the sale. Under the Purchase Agreement, the Debtor would be entitled to the Downpayment only if Beekman breached the obligation to close. But Beekman was not under an obligation to close unless the Debtor was ready, willing and able to close, including fulfilling the Proceeds Representation at Closing. In short, the Debtor does not lose the benefit of the bargain if it cannot satisfy a condition precedent to Beekman's obligation to close that is within its control; in that circumstance, the bargain would require the Debtor to return the Downpayment. It is true that the Debtor expended time and effort to acquire the Sale Order and prepare for the Closing in reliance on the Purchase Agreement. However, these steps did not relieve the Debtor of the contractual obligation to satisfy the Proceeds Representation as a condition to Closing. The Debtor made the decision to pursue a section 363 sale and prepare for Closing, and in doing so, assumed the risk that it would not be ready, willing and able to satisfy the Proceeds Representation at the time of Closing. If it could not, it cannot claim a forfeiture based on the steps it took under the Purchase Agreement to prepare for the Closing. Accordingly, the Debtor has failed to demonstrate a forfeiture." In finding that there was no disproportionate forfeiture, Judge Bernstein held that "in determining whether the forfeiture is 'disproportionate,' a court must weigh the extent of the forfeiture by the obligee against the importance to the obligor of the risk from which he sought to be protected and the degree to which that protection will be lost if the non-occurrence of the condition is excused to the extent required to prevent forfeiture... The Debtor argues that the forfeiture in this case would be 'the total loss of its contractual rights to sell the Townhouse to Beekman pursuant to the Sale Order, including its sole remedy — the retention of the Downpayment as agreed liquidated damages — for Beekman's breaches of the Purchase Agreement and failure to close'... Initially, if there is no forfeiture, there is no 'disproportionate' forfeiture. Thus, even though Beekman could have acquired the Townhouse at a private sale under the Sale Order without the risk of delay, there is no forfeiture to weigh against the risk that Beekman never faced. Furthermore, the erroneous premise of the argument remains the same; Beekman breached the Purchase Agreement. But as noted, Beekman had no obligation to close unless the Debtor satisfied the Proceeds Representation. In addition, the Debtor did not suffer a disproportionate forfeiture by losing the ability to sell the Townhouse to Beekman. Following the failure to consummate the transaction with Beekman, the Debtor sold the Townhouse to another buyer for $11.5 million, or $1.2 million more than Beekman agreed to pay. Under the circumstances, the retention of the Downpayment would be a windfall,... and there is no disproportionate forfeiture." Finally, Judge Bernstein declared that sStill to be tried is what the parties intended when they agreed that the sale proceeds would be sufficient to satisfy the claims 'as reasonably projected,' and whether the Debtor would have been able to satisfy that condition precedent at the time of the scheduled Closing. The Court has considered the parties' remaining arguments and concludes that they lack merit." The case is In re: WANSDOWN PROPERTIES CORPORATION N.V., Chapter 11, Debtor. WANSDOWN PROPERTIES CORPORATION N.V., Plaintiff, v. 29 BEEKMAN CORP., Defendant, Case No. 19-13223 (SMB), Adv. Pro. No. 20-01056 (SMB) (Bankr. S.D.N.Y.). A full-text copy of the Memorandum Decision and Order, dated February 19, 2021, is available at https://tinyurl.com/47f4abvp from Leagle.com. Wansdown Properties Corporation N.V. is represented by: Ira L. Herman, Esq. Jeffrey Rhodes, Esq. Evan J. Zucker, Esq. BLANK ROME LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 885-5000 Email: iherman@blankrome.com jrhodes@blankrome.com ezucker@blankrome.com 29 Beekman Corp. is represented by: Christopher Serbagi, Esq. THE SERBAGI LAW FIRM 488 Madison Avenue, Suite 1120 New York, NY 10022 Tel: (215) 593-2112 Email: christopher@serbagilaw.com About Wansdown Properties Wansdown Properties Corporation, N.V.'s primary asset is a seven-story townhouse located at 29 Beekman Place, New York, New York. It was incorporated in 1979 under the laws of Curacao,in accordance with Article 38 of the Commercial Code of the Netherlands Antilles and continues to exist under the laws of the Netherland Antilles. Wansdown Properties was formed as a holding company to own and manage the Property for an affluent individual who deceased in January 2016. Wansdown Properties Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. WEWORK COMPANIES: Adam Neumann in Settlement Talks With Softbank ---------------------------------------------------------------- Peter Eavis and Andrew Ross Sorkin of The New York Times reports that Adam Neumann, the flamboyant co-founder of WeWork, and SoftBank, the Japanese conglomerate that rescued the coworking company in 2019, have in recent weeks made significant headway toward settling their drawn-out legal dispute, according to two people with knowledge of the matter. That battle has stalled SoftBank's efforts to take WeWork public. As part of its multibillion-dollar bailout of WeWork, SoftBank offered to pay $3 billion for stock owned by Neumann and other shareholders. Several months later, after the coronavirus pandemic had emptied WeWork's locations, SoftBank withdrew the offer. Neumann then sued SoftBank for breach of contract. SoftBank was already a big investor in WeWork when it withdrew plans for an initial public offering in 2019. Now, SoftBank has plans to combine WeWork with a publicly traded special-purpose acquisition company, a type of deal that has recently become a popular way of quickly bringing private companies public. The legal dispute between Neumann and SoftBank is a threat to such a deal because it leaves unresolved the question of how much control SoftBank has over WeWork. The settlement talks, which were reported earlier by The Wall Street Journal, could still fall apart, the two people said. Under the terms being discussed, SoftBank would buy half the number of shares that it had originally agreed to, one of the people said. As a result, it would pay $1.5 billion, not $3 billion. Neumann would get nearly $500 million instead of almost $1 billion, but he would retain more of his shares. Under Neumann, WeWork grew at a breakneck pace and was using up so much cash that it was close to bankruptcy before SoftBank stepped in. Under the management team SoftBank installed, WeWork has tried to cut costs by slowing its growth and negotiating deals with the landlords it rents space from. About WeWork The We Company, d/b/a WeWork, is a private commercial real estate company that specializes in the provision of shared workspace for technology startups and other enterprises. The company maintained dual headquarters in San Francisco, California and New York City. Adam Neumann led WeWork, the property firm he co-founded with Miguel McKelvey in 2010, to become a global juggernaut. The company leases office space from landlords, refurbishes it and then rents it to individuals, small firms and large corporations like Amazon and UBS. Following a rapid expansion, WeWork became the biggest tenant in New York City and had more than 500 locations in 29 countries. SoftBank made a big investment in January 2019 that valued WeWork at $47 billion. Masayoshi Son's SoftBank Group Corp. plowed $10.65 billion in the startup in the form of stock and loans. SoftBank holds about 70% of the equity in WeWork but capped its voting position at 49.9%. We Co. filed regulatory documents to go public on August 14, 2019. We Co. aimed to raise as much as $4 billion in the IPO, and had lined up $6 billion in a bank loan that was contingent on the IPO. But since announcing plans to go public, WeWork faced questions from investors about its large financial losses, funding, and corporate governance. Since then, the company named new co-CEOs and shelved its IPO. SoftBank took control of WeWork after giving Neumann $1.7 billion to leave the board. * * * S&P Global Ratings affirmed its 'CCC+' issuer credit rating on WeWork Companies LLC. The outlook is negative. The negative outlook reflects ongoing risks related to WeWork's ability to reduce cash burn and manage its operations amid disruptions spurred by its restructuring and impact from the coronavirus fallout. In October 2020, Fitch Ratings downgraded WeWork Companies LLC and The We Company's Long-Term Issuer Default Ratings (LT IDR) by one notch to 'CCC' from 'CCC+'. The downgrade reflects Fitch's concern over the viability of WeWork's business model in light of a potential lasting shift by companies to a hybrid office model that leads to permanently lower office space demand. WILDFIRE INC: Asks Court for Authority to Use Cash Collateral ------------------------------------------------------------- Wildfire Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authorization to use cash collateral. The Debtor entered into a Stipulation with secured creditors JPMorgan Chase Bank, NA and the United States Small Business Administration. The Stipulation contains, among others, these relevant terms: (a) The Debtor is authorized to use Cash Collateral1, on a final basis, through and including the period ending May 23, 2021, solely to pay the expenses set forth in the budget with authority to deviate from expense line-items by no more than 15% on a line-item basis and in aggregate, with any unused portions to be carried over into the following weeks and only out of bank accounts opened post-petition. (b) Chase and the SBA shall continue to receive, as adequate protection, replacement liens in postpetition Cash Collateral, up to the amount of any reduction or impairment of prepetition collateral but only to the same extent, applicability and validity as their equivalent prepetition liens. (c) The Debtor shall make payments to Chase in the amount of $800 per month, commencing March 10, 2021, and continuing on the 5th day of each month thereafter until the earlier of: (i) the effective date of any confirmed Chapter 11 plan of reorganization: (ii) dismissal of the case; (iii) the Debtor’s default and failure to cure the same with respect to any term, provision or condition of this Stipulation; (iv) conversion of the case to one under Chapter 7 of the Bankruptcy Code , or (v) the Court orders otherwise. The proposed budget covers a total of 19 weeks, beginning on the week ending March 3, 2021 and ending on the week ending May 23, 2021. The budget projects a total of $134,917.60 in total expenses. The Stipulation is scheduled for hearing on March 3, 2021 at 9 a.m. A full-text copy of the Stipulation is available for free at https://tinyurl.com/bkv5cub9 from PacerMonitor.com. About Wildfire Inc. Wildfire Inc. -- https://wildfirelighting.com -- has focused on creating innovative products designed to produce audience-captivating black light visual effects. Wildfire filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case Np. 21-10161) on Jan. 11, 2021. John Berardi, chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $1,166,843 in assets and $738,105 on liabilities. Judge Sandra R. Klein presides over the case. Portillo Ronk Legal Team serves as the Debtor's legal counsel. WOLVERINE WORLD: S&P Alters Outlook to Stable, Affirms 'BB' ICR --------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Rockford, Mich.-based footwear seller Wolverine World Wide Inc. to stable from negative. S&P also affirmed its 'BB' issuer credit rating on the company. S&P said, "At the same time, we are raising our issue-level rating on the company's senior secured credit facility to 'BBB-' from 'BB+' and revising the recovery rating to '1' from '2' because of its lower level of debt. The '1' recovery rating indicates our expectation for very high (90%-100%, rounded estimate: 95%) recovery in the event of a payment default. "Concurrently, we are affirming our 'BB-' issue-level rating on the company's unsecured notes. The recovery rating is unchanged at '5', indicating our expectation of modest (10%-30%) recovery in the event of a payment default, with the recovery estimate improving to 25% from 15%. "The stable outlook reflects our expectation that the demand for the company's products will remain healthy, and the company will continue to grow in its digital channels, leading leverage to improve near 3x, despite our expectation for 2021 to continue to be a disrupted and challenging year for the industry. "Wolverine World Wide's profitability and operating cash flow generation outperformed our expectations, and we now expect leverage to be maintained about 3x. We expect the company to return to growth in 2021 as the casualization trend continues to drive healthy consumer demand for its brands. In addition, its revenue and EBITDA margins should improve because we expect stores to remain open in the U.S. in 2021 compared with the unprecedented store closures of 2020. As such, we now expect its adjusted leverage will be maintained in the 3x area compared with our expectation of over 4x at the onset of the pandemic." The company's 2020 performance was significantly affected by the retail shutdowns because of the pandemic, with revenue down approximately 20% from 2019; however, its gross margin and cash flow generation exceeded our expectations. Wolverine World Wide took early actions in cutting out a significant portion of inventory purchases during the beginning of the pandemic to preserve cash. The company's portfolio of outdoor and athletic brands, anchored by Merrell and Saucony, saw strong consumer demand (approaching 50% of overall sales) during the year as stay-at-home mandates shifted consumer preferences. Its work shoe brands also performed well as front-line and construction workers were less affected by the pivotal shift to working from home. As a result of healthy consumer demand constrained by very lean inventory positions, the company was able to command much healthier gross margins. It expanded gross margin by 50 basis points in 2020 from 2019 levels and generated approximately $310 million of cash from operations with a meaningful portion coming from working capital benefits. Growth in the digital channel will continue to offset difficulties in the brick and mortar segment for 2021. S&P said, "The company's digital channel revenue has grown over 50% over the past year, and we believe this trend will continue to be strong in 2021. S&P Global Ratings forecasts that vaccines will be widely disseminated by late summer 2021, and consumer behaviors will begin to normalize somewhat by the end of the year. Even after the pandemic, we believe a good portion of shopping for footwear has permanently shifted online because of the increased infrastructure to support this channel and the convenience it brings to consumers. This reflects our estimate that WWW's overall digital sales, including its own and wholesale partners' digital channels, would be approximately 50% of its total sales, compared with the approximately 20% generated online pre-pandemic." Free cash flow generation will be weaker in 2021 and 2022 as the company reinvests in inventory and growth initiatives. S&P said, "We project the company's free cash flow generation will be positive but notably less than 2020 levels of $310 million. This is primarily driven by very lean inventory positions in 2020 that we do not believe are sustainable. We forecast the company will invest a material portion of its cash flow to bring inventory back to normal operating levels in 2021. In addition, we expect the company to accelerate investments in its owned digital channel, including digital infrastructure and digital marketing platforms, to capture market share." Capital allocation and financial policies will be less aggressive in 2021 given weak macro-economic conditions. S&P said, "We expect the company to continue to focus on operating priorities and returning to normal operating levels before returning to higher shareholder returns. Although the company had a history of aggressive share repurchases, we expect it will remain conservative for 2021, before returning to its normal shareholder return cadences in 2022. The company continued to pay its dividend during the pandemic, and we expect that to continue. We do not expect the company to make large debt-funded acquisitions at this time as it focuses on optimizing its current portfolio of brands." Wolverine World Wide is exposed to modest environmental and regulatory risk in its operations. In 2019 the Company reached an agreement with the State of Michigan, Plainfield Charter Township, and Algoma Township and 3M company recording net costs of $58 million over the use of 3M's Scotchgard at its former U.S. leather tannery, which is alleged to have affected nearby groundwater. S&P does not assume further material expenses since the tannery is closed and the company was able to absorb the settlement with sufficient liquidity and no material damages to its brands or operations. However, environmental concerns in the footwear and apparel Industry are also often long-term, as evidenced by the remediation efforts around the tannery activities that occurred from the late 1950s to 2002. S&P said, "The stable outlook reflects our expectation that the demand for the company's products will remain healthy because of its casual product lines and that the company will continue to grow in its digital channels, leading to leverage improving to the low-3x area, despite our expectation for 2021 to continue to be a disrupted and difficult year for the industry." S&P could lower its ratings if the company's credit metrics deteriorated such that adjusted leverage were sustained at above 4x. This could occur if: -- The company's operating performance were affected by its brands falling out of favor with consumers, and it began losing market share to competitors. -- The company's financial policy became more aggressive with large shareholder repurchases. -- The company undertook a large debt-funded acquisition. S&P could raise its ratings if the company sustained adjusted leverage below 3x. This would likely occur if: -- It demonstrated a more conservative financial policy, which limits shareholder returns to free operating cash flow (FOCF) generation, and a track record of adjusted leverage being sustained below 3x. YACHT CLUB: $1-Mil. Sale of Condominium Assets in Branson Approved ------------------------------------------------------------------ Judge Brian T. Fenimore of the U.S. Bankruptcy Court for the Western District of Missouri authorized Yacht Club Vacation Owners Association, Inc., to sell all assets in the Yacht Club Vacation Condominiums located at 611 Rock Lane Drive, in Branson, Missouri, including furniture, fixtures and equipment, to General Management VII, LLC for $1.1 million, subject to higher and better bids. The sale will be free and clear of all interests, with all such interests attaching to the sale proceeds, including all timeshare interests. The Assets sale and the Bid Procedures are approved, including instructions to bidders, informational forms, and form APA. The Debtor is authorized to execute the Stalking Horse APA. The $33,000 expense reimbursement or break-up fee for General Management VII, LLC as the Stalking Horse Purchaser to compensate the Stalking Horse Purchaser for fees and costs it incurred in connection with conducting due diligence, negotiating and executing the Stalking Horse APA, and other activities, if the Purchaser is not the successful bidder, is approved. A copy of the Motion is available at https://tinyurl.com/yxoxtbaq from PacerMonitor.com free of charge. About Yacht Club Vacation Owners Association Yacht Club Vacation Owners Association, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-41555) on Aug. 28, 2020, listing under $1 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Daniel D. Doyle, Esq., at Lashly & Baer, P.C., Attorneys at Law, serves as Debtor's legal counsel. YARBROUGH HOSPITALITY: Plan Depends on Outcome of Litigation ------------------------------------------------------------ Yarbrough Hospitality, LLC, a New Mexico LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Liquidating Plan and a supporting Disclosure Statement on Feb. 23, 2021. Yarbrough is a use single entity, owned by Hitendra Bhakta, created to purchase a motel property in El Paso, Texas. The sale has never closed and Yarbrough does not operate any business. Yarbrough escrowed $300,000 pending closing of the purchase, which funds are still held by Stewart Title Company. Yarbrough is engaged in litigation with the seller of the hotel, CPLG TX Properties, LLC over the ownership of the escrowed funds in an adversary proceeding pending before this Court. Currently CPLG's motion to dismiss is fully briefed and awaiting decision. The dispute which will determine whether a distribution in the case is possible is represented by Adversary No. 20-1054j. Defendant CPLG has filed a motion to dismiss, which is fully briefed and awaiting decision. The rest of the pretrial deadlines are stayed pending the decision on CPLG's motion to dismiss. Adversary Docket No. 14, issued December 16, 2020. Class 1 consists of the General Unsecured Claims (Non-Insiders). Allowed Class 1 Claims will be paid pro rata, from the recovery of the Escrowed Funds from Stewart Title, if the Debtor prevails in the adversary proceeding. Class 1 creditors will not receive any interest on their allowed claim. If Debtor prevails, Class 1 claims will be paid in full. If not, there is unlikely to be any recovery at all. Hitendra Bhakta will retain his ownership of Yarbrough post confirmation. The Debtor anticipates funding the Plan through the sale of all assets of the Estate. The Escrowed Funds are subject to the claims of CPLG; if Debtor prevails in the Adversary Proceeding the Escrowed Funds will fund the payment of creditors. The Debtor filed an adversary proceeding against CPLG to recover the Escrowed Funds it paid to Stewart Title for the purchase of the La Quinta Inn. Debtor seeks a Court ruling that performance of the Purchase Agreement was rendered impossible, impracticable or both by the global Covid-19 pandemic. The relief Debtor seeks is a rescission of the Purchase Agreement whereby CPLG will recover title to the La Quinta Inn and Debtor will recover ownership of the Escrowed Funds. A full-text copy of the Disclosure Statement dated Feb. 23, 2021, is available at https://bit.ly/3sz8Vdl from PacerMonitor.com at no charge. Attorney for the Debtor: Michael K. Daniels PO Box 1640 Albuquerque NM 87109 Tel: (505)246-9385 Fax: (505)246-9104 About Yarbrough Hospitality Yarbrough Hospitality, LLC was incorporated in January of 2020 under the laws of the State of New Mexico. It is a single-member limited liability company owned by Hitendra Bhakta. Gateway is a single-use entity created to purchase a motel property in El Paso, Texas. Yarbrough Hospitality, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.M. Case No. 20-10881) on April 29, 2020. The Debtor tapped Michael K. Daniels, as counsel. [*] Bipartisan Bill Will Extend Bankruptcy Relief Until March 2022 ------------------------------------------------------------------ Law360 reports that a bipartisan pair of U.S. senators announced that they have introduced a bill to extend personal and small business bankruptcy relief provisions that were part of 2020's COVID-19 aid packages until March 2022. In an announcement on Thursday, February 25, 2021, Senate Democratic Whip Dick Durbin, D-Ill., chair of the Senate Judiciary Committee, and Senator Chuck Grassley, R-Iowa, ranking member of the committee, announced that they had introduced the COVID-19 Bankruptcy Relief Extension Act to extend relief measures due to expire in March 2021. "Extending these temporary bankruptcy provisions until March 2022 will provide critical relief to families and small businesses facing hardships." [*] Gina Intrepido-Bowden Promoted to JND Legal Administration VP ----------------------------------------------------------------- JND Legal Administration (JND), a legal management and administration services provider serving plaintiff and defendant firms, corporations and government entities across five service lines, announced the promotion of Gina Intrepido-Bowden from Senior Director to Vice President. The seventh installation in JND's predominantly female executive team, Intrepido-Bowden is a court-recognized legal notice expert with more than 25 years of experience in media research, campaign development and public relations. She has been at the firm for three years and has been directly involved in legal notice programs on several of JND's highest-profile cases. In two decades, Ms. Intrepido-Bowden has designed and successfully implemented hundreds of multi-media legal notice programs, providing notice in 35+ languages and effectively reaching claimants and class members in state, national and international markets. Notable cases that she has been directly involved in include the recently court-approved $2.67 billion Blue Cross Blue Shield Antitrust Settlement; the $1.9 billion Indian Residential Schools Settlement Agreement (IRSSA), one of the largest class action settlements in Canadian history; the $215 million USC Student Health Center Settlement and the $60 million FTC Suboxone Antitrust Settlement. Before launching her career in the legal notification and class action administration industry, Ms. Intrepido-Bowden was a media planner at the New York headquarters of an international advertising and marketing agency, where she developed multi-million dollar media campaigns for clients that included Gillette, GE, Dupont and HBO. She has been published by academic and legal journals and has presented at legal conferences and accredited CLE programs on class notice and settlement administration issues, including ethics, effective reach and best practice. "Gina's experience in market research and advertising, and her command of traditional and digital media in an ever-changing media landscape have proven invaluable," says Jennifer Keough, Co-Founder and CEO of JND. "Her advancement within the company is the natural result of three years of hard work and dedication. She is an integral member of our team who is directly involved with every legal notice program we deploy. I value her input highly." "I'm thrilled to be working closely with Jennifer, the country's leading expert in notice and all areas of class action administration," says Intrepido-Bowden. "With her direction and guidance, JND has administered some of the most complex class action, mass tort and remediation programs in history. I am proud to be part of this team." JND's legal notice offering includes consulting, class list creation, member inquiry services, court testimony, creation and execution of innovative multi-media notice programs, media planning and media negotiations. Legal notice programs are part of the firm's broader class action administration services arm, which also offers pre-settlement services, website design, claimant communications management, claims processing, benefits disbursement and reporting. About JND Legal Administration JND Legal Administration -- http://www.JNDLA.com/-- is a legal management and administration company trusted by law firms, government agencies and Fortune 500 companies across the nation. Founded in 2016 and led by industry veterans Jennifer Keough, Neil Zola and David Isaac, JND delivers best-in-class legal services in the areas of class action settlement administration, mass tort claims and lien resolution, eDiscovery, legal notice programs, government services and healthcare solutions. The company is backed by Stone Point Capital and has offices in California, Minnesota, New York, Washington and Washington, D.C. [*] JND Legal Inducted Into NY Law Journal Hall of Fame ------------------------------------------------------- JND Legal Administration (JND), a legal management and administration services provider serving plaintiff and defendant firms, corporations, and government entities across five service lines, has again been recognized for excellence in claims administration by readers of the New York Law Journal (NYLJ). Having been named a Best Claims Administrator for three consecutive years, JND has been admitted to the Journal's "Best of 2020" Hall of Fame. Readers of the Journal ranked JND as the #1 Claims Administrator in both 2018 and 2019. Published and distributed by ALM Media since 2010, the NYLJ "Best of" annual reader survey celebrates the excellence of legal service providers who serve the New York legal community. With a ballot comprising several dozen legal service categories, the annual reader survey is distributed digitally and in print to a combined readership of more than 200,000 subscribers and is used as a resource by lawyers and law firms in search of New York's finest legal products and service providers. The Hall of Fame is reserved for providers who have repeatedly received the highest ratings in their respective category, achieving "Best of" recognition for at least three of the last four years. "JND is honored to receive this award and to have been identified by the New York legal community as a superior claims administrator three years in a row," says Jennifer Keough, CEO and co-founder at JND. "This recognition is a testament to the earned trust that the legal community has placed in our firm. Thank you to readers of the Journal for your continued support." Consistently delivering the most responsive and trustworthy litigation support and technically superior results in the industry, JND's class action administration team has overseen some of the most complex class action, mass tort, and remediation programs in recent United States history. The firm has been recognized by the New York Law Journal and other regional and national surveys published by ALM Media every year since its founding, achieving awards for excellence in claims administration, as well as legal notice and advertising and end-to-end eDiscovery services. About JND Legal Administration JND Legal Administration -- http://www.JNDLA.com/-- is a legal management and administration company trusted by law firms, government agencies and Fortune 500 companies across the nation. Founded in 2016 and led by industry veterans Jennifer Keough, Neil Zola and David Isaac, JND delivers best-in-class legal services in the areas of class action settlement administration, mass tort claims and lien resolution, eDiscovery, legal notice programs, government services and healthcare solutions. The company is backed by Stone Point Capital and has offices in California, Minnesota, New York, Washington and Washington, D.C. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ACCELERATE DIAGN 1A8 GR 93.4 (62.8) 75.0 ACCELERATE DIAGN AXDX US 93.4 (62.8) 75.0 ACCELERATE DIAGN AXDX* MM 93.4 (62.8) 75.0 ACCELERATE DIAGN 1A8 TH 93.4 (62.8) 75.0 ACCELERATE DIAGN 1A8 QT 93.4 (62.8) 75.0 ADAMAS PHARMACEU ADMS US 120.0 (50.0) 76.9 ADAMAS PHARMACEU 136 GR 120.0 (50.0) 76.9 ADAMAS PHARMACEU ADMSEUR EU 120.0 (50.0) 76.9 ADAMAS PHARMACEU 136 TH 120.0 (50.0) 76.9 ADAPTHEALTH CORP AHCO US 1,548.8 439.7 169.6 ADVANZ PHARMA CO CXRXF US 1,537.9 (68.1) 178.1 AEMETIS INC DW51 GR 122.2 (175.6) (82.3) AEMETIS INC AMTX US 122.2 (175.6) (82.3) AEMETIS INC AMTXGEUR EU 122.2 (175.6) (82.3) AEMETIS INC DW51 GZ 122.2 (175.6) (82.3) AEMETIS INC DW51 TH 122.2 (175.6) (82.3) AGENUS INC AJ81 GZ 204.5 (179.4) (21.4) AGENUS INC AJ81 GR 204.5 (179.4) (21.4) AGENUS INC AGEN US 204.5 (179.4) (21.4) AGENUS INC AJ81 TH 204.5 (179.4) (21.4) AGENUS INC AGENEUR EU 204.5 (179.4) (21.4) AGENUS INC AJ81 QT 204.5 (179.4) (21.4) AGILITI INC AGLY US 745.0 (67.7) 17.3 ALPINE 4 TECHNOL ALPP US 36.6 (13.6) (5.2) ALTICE USA INC-A 15PA GZ 33,376.7 (1,177.4) (2,121.5) ALTICE USA INC-A ATUS US 33,376.7 (1,177.4) (2,121.5) ALTICE USA INC-A 15PA GR 33,376.7 (1,177.4) (2,121.5) ALTICE USA INC-A 15PA TH 33,376.7 (1,177.4) (2,121.5) ALTICE USA INC-A ATUSEUR EU 33,376.7 (1,177.4) (2,121.5) ALTICE USA INC-A ATUS* MM 33,376.7 (1,177.4) (2,121.5) ALTUS MIDSTREA-A ALTM US 1,799.6 (246.5) 12.8 AMC ENTERTAINMEN AMC US 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 GR 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC4EUR EU 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC4USD EU 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 TH 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 QT 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 GZ 10,876.2 (2,335.4) (979.6) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICA'S CAR-MA CRMT US 741.9 (256.7) 516.8 AMERICA'S CAR-MA HC9 GR 741.9 (256.7) 516.8 AMERICA'S CAR-MA CRMTEUR EU 741.9 (256.7) 516.8 AMERICAN AIR-BDR AALL34 BZ 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL US 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G GR 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL* MM 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G TH 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL11EUR EU 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL AV 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL TE 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G SW 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G GZ 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G QT 62,008.0 (6,867.0) (5,474.0) AMERICAN RESOURC AREC US 29.4 (33.6) (24.7) AMERISOURCEB-BDR A1MB34 BZ 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABG TH 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABC US 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABG GR 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABC2EUR EU 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABG QT 45,846.8 (511.5) (344.2) AMERISOURCEBERGE ABG GZ 45,846.8 (511.5) (344.2) AMYRIS INC AMRS US 205.9 (78.7) 27.7 AMYRIS INC 3A01 GR 205.9 (78.7) 27.7 AMYRIS INC 3A01 TH 205.9 (78.7) 27.7 AMYRIS INC 3A01 SW 205.9 (78.7) 27.7 AMYRIS INC 3A01 QT 205.9 (78.7) 27.7 AMYRIS INC AMRSEUR EU 205.9 (78.7) 27.7 AMYRIS INC 3A01 GZ 205.9 (78.7) 27.7 APACHE CORP APA GR 12,746.0 (37.0) 538.0 APACHE CORP APA* MM 12,746.0 (37.0) 538.0 APACHE CORP APA TH 12,746.0 (37.0) 538.0 APACHE CORP APA US 12,746.0 (37.0) 538.0 APACHE CORP APA GZ 12,746.0 (37.0) 538.0 APACHE CORP APA1 SW 12,746.0 (37.0) 538.0 APACHE CORP APAEUR EU 12,746.0 (37.0) 538.0 APACHE CORP APA QT 12,746.0 (37.0) 538.0 APACHE CORP- BDR A1PA34 BZ 12,746.0 (37.0) 538.0 APPTECH CORP APCX US 21.0 (14.4) 1.0 AQUESTIVE THERAP AQST US 50.4 (36.5) 13.3 ASHFORD HOSPITAL AHT US 3,844.3 (146.1) - ASHFORD HOSPITAL AHT1USD EU 3,844.3 (146.1) - AUGUSTA GOLD COR G CN 0.8 (0.7) (0.0) AUTOZONE INC AZ5 GR 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 TH 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZO US 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 GZ 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZO AV 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 TE 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZO* MM 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZOEUR EU 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 QT 14,568.6 (1,027.0) 380.1 AUTOZONE INC-BDR AZOI34 BZ 14,568.6 (1,027.0) 380.1 AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7 AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7 AVIS BUD-CEDEAR CAR AR 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CUCA GR 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CAR US 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CUCA SW 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CUCA TH 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CAR* MM 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CUCA QT 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CAR2EUR EU 17,538.0 (155.0) (258.0) AVIS BUDGET GROU CUCA GZ 17,538.0 (155.0) (258.0) AZIYO BIOLOGIC-A AZYO US 46.1 (18.3) (3.4) BABCOCK & WILCOX BWEUR EU 605.8 (320.8) 116.9 BABCOCK & WILCOX UBW1 GR 605.8 (320.8) 116.9 BABCOCK & WILCOX BW US 605.8 (320.8) 116.9 BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7) BBTV HOLDINGS IN BBTVF US 1.0 (1.2) (0.7) BELLRING BRAND-A BRBR1EUR EU 680.8 (130.1) 186.3 BELLRING BRAND-A BR6 GZ 680.8 (130.1) 186.3 BELLRING BRAND-A BRBR US 680.8 (130.1) 186.3 BELLRING BRAND-A BR6 TH 680.8 (130.1) 186.3 BELLRING BRAND-A BR6 GR 680.8 (130.1) 186.3 BIOCRYST PHARM BCRX US 334.7 (1,023.4) 50.7 BIOCRYST PHARM BO1 GR 334.7 (1,023.4) 50.7 BIOCRYST PHARM BO1 TH 334.7 (1,023.4) 50.7 BIOCRYST PHARM BO1 SW 334.7 (1,023.4) 50.7 BIOCRYST PHARM BCRX* MM 334.7 (1,023.4) 50.7 BIOCRYST PHARM BO1 QT 334.7 (1,023.4) 50.7 BIOCRYST PHARM BCRXEUR EU 334.7 (1,023.4) 50.7 BIODESIX INC BDSX US 46.5 (61.2) (38.4) BIOHAVEN PHARMAC BHVN US 782.0 (153.8) 491.2 BIOHAVEN PHARMAC BHVNEUR EU 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN GR 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN TH 782.0 (153.8) 491.2 BIONOVATE TECHNO BIIO US - (0.5) (0.5) BLACK IRON INC BKIN MM 2.3 (1.3) 1.6 BLACK ROCK PETRO BKRP US 0.0 (0.0) - BLUE BIRD CORP BLBD US 307.8 (54.2) (2.9) BLUE BIRD CORP 4RB GR 307.8 (54.2) (2.9) BLUE BIRD CORP 4RB GZ 307.8 (54.2) (2.9) BLUE BIRD CORP BLBDEUR EU 307.8 (54.2) (2.9) BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0 BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0 BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BACL CI 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0 BOMBARDIER INC-B BBDBN MM 23,090.0 (6,657.0) (181.0) BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5) BRINKER INTL EAT US 2,357.7 (444.1) (254.5) BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5) BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5) BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5) BROOKFIELD INF-A BIPC US 11,930.4 (730.3) (2,775.8) BROOKFIELD INF-A BIPC CN 11,930.4 (730.3) (2,775.8) BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8 CADIZ INC CDZI US 73.4 (22.5) 5.1 CADIZ INC 2ZC GR 73.4 (22.5) 5.1 CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1 CALFRAC WELL SER CFW CN 954.2 (81.0) 128.0 CALIFORNIA RESOU CRC US 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU 1CLD GR 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU 1CLD QT 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU CRC1EUR EU 4,856.0 (1,581.0) (774.0) CALUMET SPECIALT CLMT US 1,807.5 (44.8) 69.3 CAMPING WORLD-A CWH US 3,256.4 (9.2) 458.7 CAMPING WORLD-A C83 GR 3,256.4 (9.2) 458.7 CAMPING WORLD-A CWHEUR EU 3,256.4 (9.2) 458.7 CAMPING WORLD-A C83 TH 3,256.4 (9.2) 458.7 CAMPING WORLD-A C83 QT 3,256.4 (9.2) 458.7 CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6) CBIZ INC XC4 GR 1,513.8 (595.3) 127.8 CBIZ INC CBZ US 1,513.8 (595.3) 127.8 CBIZ INC CBZEUR EU 1,513.8 (595.3) 127.8 CDK GLOBAL INC CDK US 2,935.4 (425.2) 392.1 CDK GLOBAL INC C2G QT 2,935.4 (425.2) 392.1 CDK GLOBAL INC CDK* MM 2,935.4 (425.2) 392.1 CDK GLOBAL INC C2G TH 2,935.4 (425.2) 392.1 CDK GLOBAL INC CDKEUR EU 2,935.4 (425.2) 392.1 CDK GLOBAL INC C2G GR 2,935.4 (425.2) 392.1 CEDAR FAIR LP FUN US 2,693.4 (666.4) 254.5 CENGAGE LEARNING CNGO US 2,704.3 (177.2) 167.1 CENTRUS ENERGY-A 4CU GR 468.2 (275.6) 70.5 CENTRUS ENERGY-A LEU US 468.2 (275.6) 70.5 CENTRUS ENERGY-A LEUEUR EU 468.2 (275.6) 70.5 CEREVEL THERAPEU CERE US 150.5 142.6 (1.7) CHESAPEAKE ENERG CHK US 6,903.0 (4,919.0) (2,033.0) CHESAPEAKE ENERG CS1 GR 6,903.0 (4,919.0) (2,033.0) CHESAPEAKE ENERG CHK1EUR EU 6,903.0 (4,919.0) (2,033.0) CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2) CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2) CHOICE HOTELS CZH GR 1,587.3 (5.8) 177.1 CHOICE HOTELS CHH US 1,587.3 (5.8) 177.1 CHUN CAN CAPITAL CNCN US - (0.0) (0.0) CINCINNATI BELL CBBEUR EU 2,668.6 (191.1) (87.0) CINCINNATI BELL CBB US 2,668.6 (191.1) (87.0) CINCINNATI BELL CIB1 GR 2,668.6 (191.1) (87.0) CLOVER HEALTH IN CLOV US 828.7 797.9 (1.2) CLOVIS ONCOLOGY C6O GR 605.6 (158.7) 125.9 CLOVIS ONCOLOGY CLVS US 605.6 (158.7) 125.9 CLOVIS ONCOLOGY C6O QT 605.6 (158.7) 125.9 CLOVIS ONCOLOGY CLVSEUR EU 605.6 (158.7) 125.9 CLOVIS ONCOLOGY C6O TH 605.6 (158.7) 125.9 CLOVIS ONCOLOGY C6O GZ 605.6 (158.7) 125.9 CODIAK BIOSCIENC CDAK US 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W GR 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W TH 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W GZ 110.4 (44.0) 18.0 CODIAK BIOSCIENC CDAKEUR EU 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W QT 110.4 (44.0) 18.0 COGENT COMMUNICA OGM1 GR 1,000.5 (293.2) 361.9 COGENT COMMUNICA CCOI US 1,000.5 (293.2) 361.9 COGENT COMMUNICA CCOIEUR EU 1,000.5 (293.2) 361.9 COGENT COMMUNICA CCOI* MM 1,000.5 (293.2) 361.9 COMMUNITY HEALTH CYH US 16,006.0 (1,054.0) 1,695.0 COMMUNITY HEALTH CG5 GR 16,006.0 (1,054.0) 1,695.0 COMMUNITY HEALTH CYH1EUR EU 16,006.0 (1,054.0) 1,695.0 COMMUNITY HEALTH CG5 QT 16,006.0 (1,054.0) 1,695.0 COMMUNITY HEALTH CG5 TH 16,006.0 (1,054.0) 1,695.0 COMMUNITY HEALTH CG5 GZ 16,006.0 (1,054.0) 1,695.0 CONTANGO OIL & G MCF US 192.8 (21.5) (44.1) CONTANGO OIL & G C8K GR 192.8 (21.5) (44.1) CONTANGO OIL & G MCF1EUR EU 192.8 (21.5) (44.1) CONVERGE TECHNOL CTS CN 493.1 48.3 (105.8) CONVERGE TECHNOL CTS2EUR EU 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB GZ 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB GR 493.1 48.3 (105.8) CONVERGE TECHNOL CTSDF US 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB TH 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB QT 493.1 48.3 (105.8) CPI CARD GROUP I PMTS CN 266.2 (138.0) 95.6 CURIS INC CUSA GR 45.7 (28.6) 19.2 CURIS INC CRIS US 45.7 (28.6) 19.2 CURIS INC CRISEUR EU 45.7 (28.6) 19.2 CURIS INC CUSA TH 45.7 (28.6) 19.2 CURIS INC CUSA GZ 45.7 (28.6) 19.2 CYTODYN INC CYDY US 143.8 (6.5) 15.1 CYTODYN INC CYDYEUR EU 143.8 (6.5) 15.1 CYTODYN INC 296 GZ 143.8 (6.5) 15.1 CYTODYN INC 296 GR 143.8 (6.5) 15.1 DEEP LAKE CAPITA DLCAU US - - - DELEK LOGISTICS DKL US 957.6 (111.5) 11.7 DENNY'S CORP DENN US 430.9 (130.4) (28.5) DENNY'S CORP DENNEUR EU 430.9 (130.4) (28.5) DENNY'S CORP DE8 GR 430.9 (130.4) (28.5) DENNY'S CORP DE8 TH 430.9 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(78.5) (14.2) DOMO INC- CL B 1ON GR 193.1 (78.5) (14.2) DOMO INC- CL B 1ON GZ 193.1 (78.5) (14.2) DOMO INC- CL B DOMOEUR EU 193.1 (78.5) (14.2) DOMO INC- CL B 1ON TH 193.1 (78.5) (14.2) DRAFTKINGS INC-A 8DEA TH 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA QT 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA GZ 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG US 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA GR 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG1EUR EU 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG* MM 2,566.7 1,994.7 973.0 DYE & DURHAM LTD DND CN 1,132.0 557.0 210.5 DYE & DURHAM LTD DYNDF US 1,132.0 557.0 210.5 EOS ENERGY ENTER EOSE US 177.3 175.5 (1.3) ESPERION THERAPE ESPR US 353.3 (96.1) 251.8 ESPERION THERAPE 0ET TH 353.3 (96.1) 251.8 ESPERION THERAPE ESPREUR EU 353.3 (96.1) 251.8 ESPERION THERAPE 0ET QT 353.3 (96.1) 251.8 ESPERION THERAPE 0ET GR 353.3 (96.1) 251.8 EVERI HOLDINGS I EVRI US 1,458.2 (15.4) 89.9 EVERI HOLDINGS I G2C TH 1,458.2 (15.4) 89.9 EVERI HOLDINGS I G2C GR 1,458.2 (15.4) 89.9 EVERI HOLDINGS I EVRIEUR EU 1,458.2 (15.4) 89.9 EXTRACTION OIL & XOG US 2,370.6 (405.3) (338.7) EXTRACTION OIL & EH40 GR 2,370.6 (405.3) (338.7) EXTRACTION OIL & XOG1EUR EU 2,370.6 (405.3) (338.7) FATHOM HOLDINGS FTHM US 35.2 30.3 29.7 FINTECH ACQUIS-A FTCV US 0.0 (0.0) (0.0) FINTECH ACQUISI FTCVU US 0.0 (0.0) (0.0) FLEXION THERAPEU FLXN US 263.4 (3.1) 186.2 FLEXION THERAPEU F02 GR 263.4 (3.1) 186.2 FLEXION THERAPEU F02 TH 263.4 (3.1) 186.2 FLEXION THERAPEU FLXNEUR EU 263.4 (3.1) 186.2 FLEXION THERAPEU F02 QT 263.4 (3.1) 186.2 FOUNTAIN HEALTHY FHAI US 0.0 (0.1) (0.1) FRONTDOOR IN FTDR US 1,405.0 (61.0) 223.0 FRONTDOOR IN 3I5 GR 1,405.0 (61.0) 223.0 FRONTDOOR IN FTDREUR EU 1,405.0 (61.0) 223.0 FTS INTERNAT-A FTSI US 452.2 (84.0) 187.2 FTS INTERNAT-A FT5 GR 452.2 (84.0) 187.2 FTS INTERNAT-A FTSI1EUR EU 452.2 (84.0) 187.2 G1 THERAPEUTICS G1H TH 228.6 (436.1) 212.6 G1 THERAPEUTICS GTHX US 228.6 (436.1) 212.6 G1 THERAPEUTICS G1H GR 228.6 (436.1) 212.6 G1 THERAPEUTICS GTHXEUR EU 228.6 (436.1) 212.6 G1 THERAPEUTICS G1H GZ 228.6 (436.1) 212.6 GCM GROSVENOR-A GCMG US - - - GODADDY INC-A GDDY US 6,432.9 (11.8) (1,022.9) GODADDY INC-A 38D TH 6,432.9 (11.8) (1,022.9) GODADDY INC-A 38D GR 6,432.9 (11.8) (1,022.9) GODADDY INC-A 38D QT 6,432.9 (11.8) (1,022.9) GODADDY INC-A GDDY* MM 6,432.9 (11.8) (1,022.9) GOGO INC GOGO US 984.5 (647.2) 363.1 GOGO INC G0G GR 984.5 (647.2) 363.1 GOGO INC G0G TH 984.5 (647.2) 363.1 GOGO INC GOGOEUR EU 984.5 (647.2) 363.1 GOGO INC G0G QT 984.5 (647.2) 363.1 GOGO INC G0G GZ 984.5 (647.2) 363.1 GOOSEHEAD INSU-A 2OX GR 185.8 (38.4) 30.3 GOOSEHEAD INSU-A GSHDEUR EU 185.8 (38.4) 30.3 GOOSEHEAD INSU-A GSHD US 185.8 (38.4) 30.3 GORES HOLDINGS I GHIVU US 425.8 406.4 (4.0) GRAFTECH INTERNA G6G TH 1,432.7 (329.4) 431.1 GRAFTECH INTERNA G6G GR 1,432.7 (329.4) 431.1 GRAFTECH INTERNA EAFEUR EU 1,432.7 (329.4) 431.1 GRAFTECH INTERNA G6G QT 1,432.7 (329.4) 431.1 GRAFTECH INTERNA EAFUSD EU 1,432.7 (329.4) 431.1 GRAFTECH INTERNA EAF US 1,432.7 (329.4) 431.1 GRAFTECH INTERNA G6G GZ 1,432.7 (329.4) 431.1 GREEN PLAINS PAR GPP US 105.3 (46.5) (101.1) GREENSKY INC-A GSKY US 1,461.9 (205.9) 784.2 GT BIOPHARMA INC OXI GR 0.9 (29.8) (29.9) GURU ORGANIC ENE GURU CN 0.0 (0.0) (0.0) GURU ORGANIC ENE GUROF US 0.0 (0.0) (0.0) H&R BLOCK - BDR H1RB34 BZ 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB US 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB GR 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB TH 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB QT 2,556.4 (280.0) 40.3 H&R BLOCK INC HRBEUR EU 2,556.4 (280.0) 40.3 HERBALIFE NUTRIT HOO GR 3,076.1 (856.1) 648.5 HERBALIFE NUTRIT HLF US 3,076.1 (856.1) 648.5 HERBALIFE NUTRIT HOO TH 3,076.1 (856.1) 648.5 HERBALIFE NUTRIT HOO GZ 3,076.1 (856.1) 648.5 HERBALIFE NUTRIT HLFEUR EU 3,076.1 (856.1) 648.5 HERBALIFE NUTRIT HOO QT 3,076.1 (856.1) 648.5 HEWLETT-CEDEAR HPQ AR 34,737.0 (3,235.0) (7,442.0) HEWLETT-CEDEAR HPQC AR 34,737.0 (3,235.0) (7,442.0) HEWLETT-CEDEAR HPQD AR 34,737.0 (3,235.0) (7,442.0) HILTON WORLD-BDR H1LT34 BZ 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HI91 TH 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HI91 GR 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HLT US 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HLT* MM 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HLTEUR EU 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HLTW AV 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HI91 TE 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HI91 QT 16,755.0 (1,486.0) 1,771.0 HILTON WORLDWIDE HI91 GZ 16,755.0 (1,486.0) 1,771.0 HORIZON GLOBAL HZN1EUR EU 458.0 (22.1) 91.8 HORIZON GLOBAL HZN US 458.0 (22.1) 91.8 HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8 HOVNANIAN ENT-A HOV US 1,827.3 (436.1) 829.0 HOVNANIAN ENT-A HO3A GR 1,827.3 (436.1) 829.0 HOVNANIAN ENT-A HOVEUR EU 1,827.3 (436.1) 829.0 HP COMPANY-BDR HPQB34 BZ 34,737.0 (3,235.0) (7,442.0) HP INC HPQ TE 34,737.0 (3,235.0) (7,442.0) HP INC 7HP GR 34,737.0 (3,235.0) (7,442.0) HP INC HPQ US 34,737.0 (3,235.0) (7,442.0) HP INC 7HP TH 34,737.0 (3,235.0) (7,442.0) HP INC HPQ* MM 34,737.0 (3,235.0) (7,442.0) HP INC HPQUSD SW 34,737.0 (3,235.0) (7,442.0) HP INC HPQEUR EU 34,737.0 (3,235.0) (7,442.0) HP INC 7HP GZ 34,737.0 (3,235.0) (7,442.0) HP INC HPQ AV 34,737.0 (3,235.0) (7,442.0) HP INC HPQ CI 34,737.0 (3,235.0) (7,442.0) HP INC HPQ SW 34,737.0 (3,235.0) (7,442.0) HP INC 7HP QT 34,737.0 (3,235.0) (7,442.0) IDERA PHARMACEUT IDRA US 32.3 (32.4) 24.4 IMMUNOME INC IMNM US 12.0 (0.7) 2.1 INFINITY PHARMAC INFI US 47.0 (14.1) 33.6 INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1 INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1 INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1 INHIBRX INC INBX US 143.6 91.7 97.1 INHIBRX INC 1RK GR 143.6 91.7 97.1 INHIBRX INC 1RK TH 143.6 91.7 97.1 INHIBRX INC INBXEUR EU 143.6 91.7 97.1 INHIBRX INC 1RK QT 143.6 91.7 97.1 INSEEGO CORP INO TH 223.7 (27.2) 40.7 INSEEGO CORP INO QT 223.7 (27.2) 40.7 INSEEGO CORP INSG US 223.7 (27.2) 40.7 INSEEGO CORP INO GR 223.7 (27.2) 40.7 INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7 INSEEGO CORP INO GZ 223.7 (27.2) 40.7 INSPIRED ENTERTA 4U8 GR 320.3 (95.0) 10.3 INSPIRED ENTERTA INSEEUR EU 320.3 (95.0) 10.3 INSPIRED ENTERTA INSE US 320.3 (95.0) 10.3 INTERCEPT PHARMA I4P TH 580.5 (166.9) 366.7 INTERCEPT PHARMA I4P SW 580.5 (166.9) 366.7 INTERCEPT PHARMA ICPT* MM 580.5 (166.9) 366.7 INTERCEPT PHARMA ICPT US 580.5 (166.9) 366.7 INTERCEPT PHARMA I4P GR 580.5 (166.9) 366.7 INTERCEPT PHARMA I4P GZ 580.5 (166.9) 366.7 JACK IN THE BOX JBX GR 1,913.6 (749.1) 62.7 JACK IN THE BOX JACK US 1,913.6 (749.1) 62.7 JACK IN THE BOX JBX QT 1,913.6 (749.1) 62.7 JACK IN THE BOX JBX GZ 1,913.6 (749.1) 62.7 JACK IN THE BOX JACK1EUR EU 1,913.6 (749.1) 62.7 JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4) JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4) JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8) JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8) JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8) JUST ENERGY GROU JEEUR EU 1,137.7 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52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0 MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD PE 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCDCL CI 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0 MDC PARTNERS-A MDCA US 1,706.1 (145.2) (158.3) MEDIAALPHA INC-A MAX US - (9.9) (9.9) MEDLEY MANAGE-A MDLY US 38.7 (132.0) (15.2) MEDLEY MANAGE-A 731 GR 38.7 (132.0) (15.2) MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7 MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7 MICHAELS COS INC MIK US 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIKEUR EU 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GR 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM TH 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM QT 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GZ 4,263.3 (1,389.9) 381.9 MICROVISION INC MVIN TH 9.0 (4.2) (5.8) MICROVISION INC MVIN GR 9.0 (4.2) (5.8) MICROVISION INC MVIS US 9.0 (4.2) (5.8) MICROVISION INC MVISEUR EU 9.0 (4.2) (5.8) MICROVISION INC MVIN GZ 9.0 (4.2) (5.8) MICROVISION INC MVIN QT 9.0 (4.2) (5.8) MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3) MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3) MOGO INC SGCC GR 101.5 (3.3) - MOGO INC MOGO CN 101.5 (3.3) - MOGO INC MOGO US 101.5 (3.3) - MOGO INC DCFEUR EU 101.5 (3.3) - MOGO INC SGCC TH 101.5 (3.3) - MONEYGRAM INTERN MGI US 4,674.1 (237.0) (20.7) MONEYGRAM INTERN 9M1N GR 4,674.1 (237.0) (20.7) MONEYGRAM INTERN MGIEUR EU 4,674.1 (237.0) (20.7) MONEYGRAM INTERN 9M1N TH 4,674.1 (237.0) (20.7) MONEYGRAM INTERN 9M1N QT 4,674.1 (237.0) (20.7) MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5) MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5) MOTOROLA SOL-BDR M1SI34 BZ 10,876.0 (541.0) 838.0 MOTOROLA SOL-CED MSI AR 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MOT TE 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MSI US 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MTLA TH 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MTLA GR 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MSI1EUR EU 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MTLA GZ 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0 MSCI INC MSCI US 4,198.6 (443.2) 903.8 MSCI INC 3HM GR 4,198.6 (443.2) 903.8 MSCI INC 3HM SW 4,198.6 (443.2) 903.8 MSCI INC 3HM QT 4,198.6 (443.2) 903.8 MSCI INC 3HM GZ 4,198.6 (443.2) 903.8 MSCI INC MSCI* MM 4,198.6 (443.2) 903.8 MSCI INC 3HM TH 4,198.6 (443.2) 903.8 MSCI INC-BDR M1SC34 BZ 4,198.6 (443.2) 903.8 MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9 MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9 NANTHEALTH INC NEL TH 209.0 (92.3) 10.2 NANTHEALTH INC NH US 209.0 (92.3) 10.2 NANTHEALTH INC NEL GR 209.0 (92.3) 10.2 NANTHEALTH INC NHEUR EU 209.0 (92.3) 10.2 NANTHEALTH INC NEL GZ 209.0 (92.3) 10.2 NATHANS FAMOUS NATH US 104.6 (63.1) 79.3 NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3 NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3 NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0 NATIONAL CINEMED XWM GR 1,097.8 (210.4) 183.0 NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0 NAVISTAR INTL IHR TH 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR GR 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL NAV US 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL NAVEUR EU 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR QT 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR GZ 6,637.0 (3,822.0) 1,206.0 NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0 NEW ENG RLTY-LP NEN US 293.1 (39.3) - NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3 NORTONLIFEL- BDR S1YM34 BZ 6,357.0 (492.0) 27.0 NORTONLIFELOCK I NLOK US 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYM TH 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYM GR 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYMC TE 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYMC AV 6,357.0 (492.0) 27.0 NORTONLIFELOCK I NLOK* MM 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYMCEUR EU 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYM GZ 6,357.0 (492.0) 27.0 NORTONLIFELOCK I SYM QT 6,357.0 (492.0) 27.0 NUTANIX INC - A 0NU GZ 2,311.5 (758.4) 766.2 NUTANIX INC - A 0NU GR 2,311.5 (758.4) 766.2 NUTANIX INC - A NTNXEUR EU 2,311.5 (758.4) 766.2 NUTANIX INC - A 0NU TH 2,311.5 (758.4) 766.2 NUTANIX INC - A 0NU QT 2,311.5 (758.4) 766.2 NUTANIX INC - A NTNX US 2,311.5 (758.4) 766.2 OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9) OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9) OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9) OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0 OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0 OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0 OLEMA PHARMACEUT OLMA US 0.1 (1.2) (1.3) OMEROS CORP OMER US 227.1 (87.3) 148.3 OMEROS CORP 3O8 GR 227.1 (87.3) 148.3 OMEROS CORP OMERUSD EU 227.1 (87.3) 148.3 OMEROS CORP 3O8 QT 227.1 (87.3) 148.3 OMEROS CORP OMEREUR EU 227.1 (87.3) 148.3 OMEROS CORP 3O8 TH 227.1 (87.3) 148.3 ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3) OPENDOOR TECHNOL OPEN US 414.7 394.7 (4.9) OPTIVA INC OPT CN 84.2 (82.4) 3.3 ORTHO CLINCICAL OCDX US 3,589.2 (812.8) 138.7 ORTHO CLINCICAL 41V GR 3,589.2 (812.8) 138.7 ORTHO CLINCICAL OCDXEUR EU 3,589.2 (812.8) 138.7 OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0) OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0) OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0) OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0) PAPA JOHN'S INTL PZZA US 872.8 (8.6) 17.5 PAPA JOHN'S INTL PP1 GR 872.8 (8.6) 17.5 PAPA JOHN'S INTL PZZAEUR EU 872.8 (8.6) 17.5 PAPA JOHN'S INTL PP1 GZ 872.8 (8.6) 17.5 PAPA JOHN'S INTL PP1 TH 872.8 (8.6) 17.5 PAPA JOHN'S INTL PP1 QT 872.8 (8.6) 17.5 PARATEK PHARMACE PRTK US 176.9 (102.3) 172.1 PARATEK PHARMACE N4CN GR 176.9 (102.3) 172.1 PARATEK PHARMACE N4CN TH 176.9 (102.3) 172.1 PAVMED INC 1P5 GR 10.5 (14.8) (15.4) PAVMED INC PAVMEUR EU 10.5 (14.8) (15.4) PAVMED INC PAVM US 10.5 (14.8) (15.4) PHILIP MORRI-BDR PHMO34 BZ 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN 4I1 GR 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PM US 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PM1CHF EU 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PM1 TE 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN 4I1 TH 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PM1EUR EU 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PMI SW 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PMIZ EB 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PMIZ IX 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PMOR AV 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN 0M8V LN 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN 4I1 GZ 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN PM* MM 44,815.0 (10,631.0) 1,877.0 PHILIP MORRIS IN 4I1 QT 44,815.0 (10,631.0) 1,877.0 PLANET FITNESS-A 3PL QT 1,849.7 (705.7) 454.9 PLANET FITNESS-A PLNT1EUR EU 1,849.7 (705.7) 454.9 PLANET FITNESS-A PLNT US 1,849.7 (705.7) 454.9 PLANET FITNESS-A 3PL TH 1,849.7 (705.7) 454.9 PLANET FITNESS-A 3PL GR 1,849.7 (705.7) 454.9 PLANET FITNESS-A 3PL GZ 1,849.7 (705.7) 454.9 PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1 PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1 POWIN ENERGY COR PWON US 15.9 (5.9) (17.6) PPD INC PPD US 6,293.8 (711.6) 268.6 PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6 PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6 PROGENITY INC 4ZU TH 119.6 (60.4) 5.7 PROGENITY INC 4ZU GR 119.6 (60.4) 5.7 PROGENITY INC 4ZU QT 119.6 (60.4) 5.7 PROGENITY INC PROGEUR EU 119.6 (60.4) 5.7 PROGENITY INC 4ZU GZ 119.6 (60.4) 5.7 PROGENITY INC PROG US 119.6 (60.4) 5.7 PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3 PUMA BIOTECHNOLO PBYI US 261.7 (6.0) 41.6 PUMA BIOTECHNOLO 0PB SW 261.7 (6.0) 41.6 PUMA BIOTECHNOLO 0PB TH 261.7 (6.0) 41.6 PUMA BIOTECHNOLO 0PB GR 261.7 (6.0) 41.6 PUMA BIOTECHNOLO PBYIEUR EU 261.7 (6.0) 41.6 QUANTUM CORP QMCO US 185.8 (194.0) 1.6 QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6 QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6 QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6 RADIUS HEALTH IN RDUS US 191.6 (123.7) 107.4 RADIUS HEALTH IN 1R8 GR 191.6 (123.7) 107.4 RADIUS HEALTH IN 1R8 TH 191.6 (123.7) 107.4 RADIUS HEALTH IN 1R8 QT 191.6 (123.7) 107.4 RADIUS HEALTH IN RDUSEUR EU 191.6 (123.7) 107.4 REMARK HOLD INC MARK US 16.1 (2.8) (5.8) REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9) REVLON INC-A REV US 2,973.3 (1,582.9) (38.9) REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9) REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9) REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9) RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0 RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0 RIMINI STREET IN RMNI US 220.3 (61.5) (64.7) RR DONNELLEY & S RRD US 3,130.9 (243.8) 466.4 SBA COMM CORP 4SB GR 9,158.0 (4,809.2) (141.8) SBA COMM CORP SBAC US 9,158.0 (4,809.2) (141.8) SBA COMM CORP 4SB GZ 9,158.0 (4,809.2) (141.8) SBA COMM CORP SBACEUR EU 9,158.0 (4,809.2) (141.8) SBA COMM CORP 4SB QT 9,158.0 (4,809.2) (141.8) SBA COMM CORP SBAC* MM 9,158.0 (4,809.2) (141.8) SBA COMM CORP 4SB TH 9,158.0 (4,809.2) (141.8) SBA COMMUN - BDR S1BA34 BZ 9,158.0 (4,809.2) (141.8) SCIENTIFIC GAMES TJW TH 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GZ 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES SGMS US 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GR 8,102.0 (2,541.0) 1,424.0 SEAWORLD ENTERTA SEASEUR EU 2,566.4 (66.5) 211.5 SEAWORLD ENTERTA SEAS US 2,566.4 (66.5) 211.5 SEAWORLD ENTERTA W2L GR 2,566.4 (66.5) 211.5 SEAWORLD ENTERTA W2L TH 2,566.4 (66.5) 211.5 SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5 SELECTA BIOSCIEN SELBEUR EU 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 GR 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 TH 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 GZ 181.0 (7.4) 89.5 SENSEI BIOTHERAP SNSE US 1.2 (21.1) (21.2) SENSEI BIOTHERAP 407 GR 1.2 (21.1) (21.2) SENSEI BIOTHERAP 407 GZ 1.2 (21.1) (21.2) SENSEI BIOTHERAP SNSEEUR EU 1.2 (21.1) (21.2) SENSEI BIOTHERAP 407 TH 1.2 (21.1) (21.2) SENSEI BIOTHERAP 407 QT 1.2 (21.1) (21.2) SENSEONICS HLDGS SENS US 44.1 (52.0) 25.7 SHELL MIDSTREAM SHLX US 2,347.0 (458.0) 312.0 SIMPLY INC IFONUSD EU 23.6 (1.0) (4.8) SINCLAIR BROAD-A SBGIEUR EU 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA GZ 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBGI US 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA GR 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA TH 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA QT 12,483.0 (1,483.0) 1,567.0 SIRIUS XM HO-BDR SRXM34 BZ 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN RDO GR 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN RDO TH 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN SIRI US 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN SIRI AV 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN SIRIEUR EU 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN RDO GZ 10,333.0 (2,285.0) (2,200.0) SIRIUS XM HOLDIN RDO QT 10,333.0 (2,285.0) (2,200.0) SIX FLAGS ENTERT 6FE GR 2,772.7 (635.2) (145.7) SIX FLAGS ENTERT SIX US 2,772.7 (635.2) (145.7) SIX FLAGS ENTERT SIXEUR EU 2,772.7 (635.2) (145.7) SIX FLAGS ENTERT 6FE QT 2,772.7 (635.2) (145.7) SIX FLAGS ENTERT 6FE TH 2,772.7 (635.2) (145.7) SLEEP NUMBER COR SL2 GR 800.1 (224.0) (474.1) SLEEP NUMBER COR SNBR US 800.1 (224.0) (474.1) SLEEP NUMBER COR SNBREUR EU 800.1 (224.0) (474.1) SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4 STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6 STARBUCKS CORP TCXSBU AU 29,968.4 (7,904.0) 473.6 STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6 STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6 STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6 STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6 STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6 TELOS CORP TLS US 85.8 (133.8) (11.3) THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1) TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0 TRAVEL + LEISURE WD5A TH 7,613.0 (968.0) 1,545.0 TRAVEL + LEISURE WD5A GR 7,613.0 (968.0) 1,545.0 TRAVEL + LEISURE TNL US 7,613.0 (968.0) 1,545.0 TRAVEL + LEISURE WD5A QT 7,613.0 (968.0) 1,545.0 TRAVEL + LEISURE WYNEUR EU 7,613.0 (968.0) 1,545.0 TRAVEL + LEISURE WD5A GZ 7,613.0 (968.0) 1,545.0 TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1 TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5) UBIQUITI INC UI US 781.2 (181.8) 374.7 UBIQUITI INC 3UB GR 781.2 (181.8) 374.7 UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7 UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7 UNISYS CORP USY1 TH 2,707.9 (312.1) 570.9 UNISYS CORP USY1 GR 2,707.9 (312.1) 570.9 UNISYS CORP UIS US 2,707.9 (312.1) 570.9 UNISYS CORP UIS1 SW 2,707.9 (312.1) 570.9 UNISYS CORP UISEUR EU 2,707.9 (312.1) 570.9 UNISYS CORP UISCHF EU 2,707.9 (312.1) 570.9 UNISYS CORP USY1 GZ 2,707.9 (312.1) 570.9 UNISYS CORP USY1 QT 2,707.9 (312.1) 570.9 UNITI GROUP INC 8XC GR 4,838.0 (1,995.1) - UNITI GROUP INC 8XC TH 4,838.0 (1,995.1) - UNITI GROUP INC UNIT US 4,838.0 (1,995.1) - UWM HOLDINGS COR UWMC US 425.8 406.4 (4.0) VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0 VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0 VALVOLINE INC 0V4 TH 3,156.0 (55.0) 708.0 VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0 VALVOLINE INC VVV US 3,156.0 (55.0) 708.0 VECTOR GROUP LTD VGR US 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GR 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGREUR EU 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR TH 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR QT 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GZ 1,443.0 (662.1) 360.6 VERANO HOLDINGS VRNO CN 0.1 (0.0) (0.0) VERANO HOLDINGS VRNOF US 0.1 (0.0) (0.0) VERISIGN INC VRS TH 1,766.9 (1,390.2) 229.2 VERISIGN INC VRS GR 1,766.9 (1,390.2) 229.2 VERISIGN INC VRSN US 1,766.9 (1,390.2) 229.2 VERISIGN INC VRSN* MM 1,766.9 (1,390.2) 229.2 VERISIGN INC VRSNEUR EU 1,766.9 (1,390.2) 229.2 VERISIGN INC VRS GZ 1,766.9 (1,390.2) 229.2 VERISIGN INC VRS QT 1,766.9 (1,390.2) 229.2 VERISIGN INC-BDR VRSN34 BZ 1,766.9 (1,390.2) 229.2 VERISIGN-CEDEAR VRSN AR 1,766.9 (1,390.2) 229.2 VERSUS SYSTEMS I VS CN 3.9 (5.7) (2.4) VERY GOOD FOOD C VERY CN 15.8 9.1 8.1 VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1 VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1 VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1 VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1 VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1 VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1 VISION HYDROGEN VIHD US 0.3 (0.3) (0.5) VIVINT SMART HOM VVNT US 2,877.5 (1,487.3) (316.5) W&T OFFSHORE INC WTI US 949.5 (199.5) (16.8) WAYFAIR INC- A W US 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A W* MM 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A WUSD EU 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF GZ 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF QT 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF GR 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF TH 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A WEUR EU 4,569.9 (1,191.9) 880.2 WIDEOPENWEST INC WOW US 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 GR 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 TH 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 QT 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WOW1EUR EU 2,487.0 (212.4) (121.1) WINGSTOP INC WING1EUR EU 211.6 (341.3) 22.1 WINGSTOP INC WING US 211.6 (341.3) 22.1 WINGSTOP INC EWG GR 211.6 (341.3) 22.1 WINGSTOP INC EWG GZ 211.6 (341.3) 22.1 WINMARK CORP WINA US 31.3 (11.4) 6.9 WINMARK CORP GBZ GR 31.3 (11.4) 6.9 WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4) WORKHORSE GROUP WKHSEUR EU 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GZ 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO QT 120.4 (12.2) (32.4) WW INTERNATIONAL WW US 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 GR 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 TH 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 SW 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 GZ 1,481.2 (548.2) (40.9) WW INTERNATIONAL WTW AV 1,481.2 (548.2) (40.9) WW INTERNATIONAL WTWEUR EU 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 QT 1,481.2 (548.2) (40.9) WYNN RESORTS LTD WYR GR 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR TH 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNN* MM 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNN US 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNNEUR EU 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR GZ 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNN SW 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR QT 13,869.5 (737.3) 1,932.3 WYNN RESORTS-BDR W1YN34 BZ 13,869.5 (737.3) 1,932.3 YELLOW CORP YEL GR 2,185.8 (223.3) 329.1 YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1 YELLOW CORP YELL US 2,185.8 (223.3) 329.1 YELLOW CORP YEL QT 2,185.8 (223.3) 329.1 YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1 YUM! BRANDS -BDR YUMR34 BZ 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC TGR TH 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC TGR GR 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUM* MM 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUM US 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUMUSD SW 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC TGR GZ 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUM AV 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC TGR TE 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUMEUR EU 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC TGR QT 5,852.0 (7,891.0) 14.0 YUM! BRANDS INC YUM SW 5,852.0 (7,891.0) 14.0 ZHEN DING RESOUR RBTK US 0.0096 (10.1194) (10.1194) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***