/raid1/www/Hosts/bankrupt/TCR_Public/210304.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 4, 2021, Vol. 25, No. 62
Headlines
1236604 BC: Moody's Completes Review, Retains Caa1 CFR
203 W 107 STREET: Unsecureds to Split $670,000 in Plan
450 S. WESTERN: Admire, Belmont Negotiate Changes to Disclosures
4L HOLDINGS: Moody's Completes Review, Retains Caa1 CFR
4YL DEVELOPMENT: Case Summary & 3 Unsecured Creditors
500 W 184: Voluntary Chapter 11 Case Summary
ACCESS CIG: Moody's Completes Review, Retains B3 CFR
ADVANCED POWER: Solicitation Exclusivity Extended Thru April 19
ADVANTAGE SALES: Moody's Completes Review, Retains B2 CFR
AGD SYSTEMS: Seeks June 18 Exclusive Plan Filing Period Extension
ALKU LLC: Moody's Completes Review, Retains B2 Rating
ALL SORTS OF SERVICES: Plan Exclusivity Extended Thru May 1
APTIM CORP: Moody's Completes Review, Retains Caa2 CFR
ARCTIC GLACIER: Moody's Completes Review, Retains Caa1 Rating
ASGN INC: Moody's Completes Review, Retains Ba2 CFR
ASI CAPITAL: Exclusive Plan Filing Period Extended to June 9
ATLAS INTERMEDIATE: Moody's Completes Review, Retains B3 CFR
AVSC HOLDING: Moody's Completes Review, Retains Caa2 CFR
BAINBRIDGE UINTA: Seeks to Extend Plan Exclusivity Until April 29
BHUMI REAL ESTATE: Case Summary & 3 Unsecured Creditors
BIONIK LABORATORIES: Signs $3 Million Agreement with Lenders
BLADE GLOBAL: Case Summary & 20 Largest Unsecured Creditors
BLOUNT INT'L: Moody's Lowers CFR to B2, Outlook Stable
BMI INDUSTRIES: Case Summary & 18 Unsecured Creditors
BOY SCOUTS OF AMERICA: Victim Trust Plan Faces Challenges
BR HEALTHCARE: April 5 Plan Confirmation Hearing Set
BR HEALTHCARE: Unsecureds' Recovery Reduced to 85% in Amended Plan
BRAZOS ELECTRIC: Faces $2.08B Funded Debt, $1.8B ERCOT Claim
BV GLENDORA: Case Summary & 6 Unsecured Creditors
CAREERBUILDER LLC: Moody's Completes Review, Retains B3 CFR
CASTEX ENERGY: Wins Interim OK on Cash Collateral Access
CICI'S HOLDINGS: Landlord Says Cure Amount Not Correct
CITYSCAPE AT COURTHOUSE: Case Summary & 2 Unsecured Creditors
CLEANSPARK INC: Secures Additional Bitcoin Miners
CM ACQUISITION: Moody's Completes Review, Retains B3 CFR
CMC II: Consulate's Cost Center, 2 Nursing Homes File Chapter 11
CONTRACT TRANSPORT: Deal Reached on Continued Cash Access
CRCI LONGHORN: Moody's Completes Review, Retains B3 CFR
DTI HOLDCO: Moody's Completes Review, Retains Caa2 CFR
E.Y. REALTY: Voluntary Chapter 11 Case Summary
EATING RECOVERY: Moody's Hikes CFR to B3, Outlook Stable
EL BUCANERO CATERING: Hires Landrau Rivera & Associates as Counsel
EMPLOYBRIDGE LLC: Moody's Completes Review, Retains B2 CFR
ENDURANCE INT'L: Moody's Completes Review, Retains B3 CFR
ENRAMADA PROPERTIES: Seeks Approval to Hire Real Estate Agent
FIBERCORR MILLS: Allowed to Use Cash Collateral Until April 21
FIRST ADVANTAGE: Moody's Completes Review, Retains B2 CFR
FRANCESCA'S HOLDINGS: April 2 Plan Exclusivity Extension Sought
FRICTIONLESS WORLD: Committee Hits Banjo Indemnity Claim
FRIENDLY VILLAGE: Force 10 Partners Got Buyer for Property
FTI CONSULTING: Moody's Completes Review, Retains Ba1 CFR
GENUINE FINANCIAL: Moody's Completes Review, Retains Caa1 CFR
GI REVELATION: Moody's Completes Review, Retains B3 CFR
GIA REDEVELOPMENT: Case Summary & 3 Unsecured Creditors
GLOBAL TOWN: Involuntary Chapter 11 Case Summary
GO DADDY: Moody's Completes Review, Retains Ba2 CFR
GORHAM PAPER: Seeks June 2 Plan Exclusivity Extension
GRACE DENTAL: Case Summary & 4 Unsecured Creditors
GREAT OUTDOORS: Moody's Rates New Term Loan 'B1', Outlook Stable
HALO BUYER: Moody's Completes Review, Retains B3 CFR
HERTZ GLOBAL: Files Plan to Sell to Certares, Knighthead
IG INVESTMENTS: Moody's Completes Review, Retains B3 CFR
INMAR INC: Moody's Completes Review, Retains B3 CFR
IQOR US: Moody's Completes Review, Retains Caa1 CFR
JASON'S HAULING: Can Use Cash Collateral Until March 10
KAMC HOLDINGS: Moody's Completes Review, Retains B3 CFR
KLX ENERGY: Schedules Annual Meeting for June 8
L.G. STECK: Creditor Craft3 Opposes to Disclosure Statement
L.G. STECK: Harley Miller Opposes to Disclosure Statement
LUCID ENERGY: Fitch Affirms & Withdraws 'B-' Issuer Default Rating
MASHANTUCKET WESTERN: Moody's Rates Secured Term Loan B 'Caa1'
McELRATH LEGAL: Pittsburgh Bankruptcy Firm Returns to Chapter 11
MERMAID BIDCO: Moody's Completes Review, Retains B2 CFR
MILLS FORESTRY: Citizens Bank Objects to Classification of Claims
MISSOURI JACK: U.S. Trustee Unable to Appoint Committee
MKS REAL ESTATE: Case Summary & 4 Unsecured Creditors
MOBILE FUNDS: Case Summary & 3 Unsecured Creditors
MONAKER GROUP: Stockholders Elect Eight Directors
MY FL MANAGEMENT: Can Use Cash Collateral Until April 30
OCM SYSTEM: Moody's Completes Review, Retains B2 CFR
ODYSSEY ENGINES: May Use Cash Collateral Thru March 31
OMNIQ CORP: Discloses $3.5M Project with Metal Solutions Provider
OUTPUT SERVICES: Moody's Completes Review, Retains Caa2 CFR
PAPER SOURCE: Files for Chapter 11 to Sell as Going Concern
PARK PLACE: Moody's Completes Review, Retains B3 CFR
PATSY MCGIRL: April 6 Plan & Disclosure Hearing Set
PGX HOLDINGS: Moody's Completes Review, Retains Caa2 CFR
PRA HOLDINGS: Moody's Puts Ba3 CFR Under Review for Upgrade
PROFESSIONAL HOSPITALITY: Unsecureds to Have 39% Recovery in 5 Yrs
PROJECT LEOPARD: Upsized Term Loan No Impact on Moody's B2 CFR
PULMATRIX INC: FiveT Has 1.66% Equity Stake as of Feb. 22
RB ENTERPRISES: Case Summary & 14 Unsecured Creditors
RENOVATE AMERICA: Delays Sale to Review Creditors Deal
REVSPRING INC: Moody's Completes Review, Retains B3 CFR
REWALK ROBOTICS: To Issue 10.9 Million Ordinary Shares, Warrants
RTECH FABRICATIONS: Seeks to Hire Elsaesser Anderson as Counsel
RUSSO REAL ESTATE: Seeks to Hire Hixson & Stringham as Counsel
SEADRILL LIMITED: White & Case, Gray Reed Represent CoCom Lenders
SKLAR EXPLORATION: Reorganization for Sklarco; Wind Down for SEC
SMWS GROUP: Fine-Tunes Plan; Updates Unsecureds' Pay Details
SPHERATURE INVESTMENTS: Plan Exclusivity Extended to July 19
STA VENTURES: Exclusive Solicitation Period Extended to March 29
STERLING MIDCO: Moody's Completes Review, Retains B3 CFR
STV GROUP: Moody's Completes Review, Retains B2 CFR
SUNERGY CALIFORNIA: Seeks to Hire RKF Global as Special Counsel
TENEO HOLDINGS: Moody's Completes Review, Retains B2 CFR
TRAVEL LEADERS: Moody's Completes Review, Retains Caa3 CFR
TRAXIUM LLC: Seeks to Hire CBIZ, Mayer Hoffman as Accountant
TRC COMPANIES: Moody's Completes Review, Retains B2 CFR
TRIBE BUYER: Moody's Completes Review, Retains Caa1 CFR
TRONOX HOLDINGS: Moody's Rates New $625M Sr. Unsecured Notes 'B3'
ULTRA CLEAN: Moody's Affirms B1 CFR Following Ham-Let Acquisition
USIC HOLDINGS: Moody's Completes Review, Retains B3 CFR
USS ULTIMATE: Moody's Completes Review, Retains B2 CFR
VEREGY CONSOLIDATED: Moody's Completes Review, Retains B2 CFR
VERISIGN INC: Moody's Completes Review, Retains Ba1 CFR
VIDEOMINING CORP: Court Extends Plan Exclusivity Thru May 29
VISTAGE INT'L: Moody's Completes Review, Retains B2 CFR
VM CONSOLIDATED: Moody's Completes Review, Retains B2 CFR
VONTIER CORP: Moody's Assigns Ba1 CFR Amid Sustained Revenue Growth
VT TOPCO: Moody's Completes Review, Retains B3 CFR
WHITE STONE FOODS: Wins March 1 Plan Exclusivity Extension
ZOOMINFO LLC: Moody's Completes Review, Retains B1 CFR
[*] Bankruptcy Filings Decline 3% in February 2020
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1236604 BC: Moody's Completes Review, Retains Caa1 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of 1236904 B.C. Ltd. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
1236604 B.C. Ltd.'s ("Aptos") Caa1 Corporate Family Rating reflects
Moody's expectation for a decline in revenue and earnings due to
the coronavirus pandemic, its small scale and exposure to the
retail sector, highly levered capital structure as well as
expectation of acquisitive growth strategies and aggressive
financial strategies under private equity ownership. However, Aptos
benefits from its leading market position in the niche retail
enterprise software market, customer and geographic
diversification, moderate degree of recurring maintenance and
subscription revenues provide some near-term visibility; and
historically high customer renewal rates.
The principal methodology used for this review was Software
Industry published in August 2018.
203 W 107 STREET: Unsecureds to Split $670,000 in Plan
------------------------------------------------------
203 W 107 Street LLC, et al., submitted a Second Amended Plan and a
corresponding Disclosure Statement.
On account of indebtedness and obligations owed by the Debtors to
LoanCore Capital Credit REIT LLC pursuant to the LoanCore Mortgage
and all loan documents related thereto (the "LoanCore Loan
Documents"), LoanCore holds a perfected first lien on the 107
Properties securing the 107 Mortgage Claim, which is in an amount
of not less than $102,830,142 as of the Petition Date, an amount in
excess of the value of the 107 Properties.
On account of indebtedness and obligations owed by the 117 Street
Debtors to LoanCore pursuant to the LoanCore Mortgage and the
LoanCore Loan Documents, LoanCore holds a perfected first lien on
the 117 Properties securing the 117 Mortgage Claim, which is in an
amount not less than $100,245,624.57 as of the Petition Date, an
amount in excess of the value of the 117 Properties.
The Plan's key elements are as follows:
* The Debtors shall transfer title to the Properties and the
Assets (i.e., any property of the Estates for purposes of Section
541 of the Bankruptcy Code, including Cash, Causes of Action
(including claims for outstanding rent under the Tenant Leases),
Tenant Leases as of the Confirmation Date, and incidental property
to which the Debtors ascribe de minimis value) directly to the
Successor Owners (entities designated, owned and controlled by
LoanCore), free and clear of all Claims, Liens, charges, interests
and encumbrances other than the Permitted Exceptions, the New
Mortgages, and governmental orders and violations of record
applicable to the Properties and in effect as of the Effective
Date. .
* The Successor Owners shall pay the Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Claims, and
Allowed General Unsecured Claims (without pre-petition interest or
post-petition interest) provided, however, that the aggregate
amount of consideration to be distributed by the Successor Owners
on account of Allowed General Unsecured Claims shall not exceed
$670,000. If the aggregate of Allowed General Unsecured Claims
exceeds $670,000, holders of Allowed General Unsecured Claims will
receive their pro rata share of $670,000. To the extent necessary,
LoanCore will contribute sufficient funds to the Successor Owners
to ensure up to $670,000 is available for distribution to holders
of Allowed General Unsecured Claims.
* The Debtors are assuming the Tenant Leases and assigning them
to the Successor Owners. The Successor Owners are assuming all
obligations of the Debtors as landlord under all of the assigned
Tenant Leases from and after the Effective Date and shall pay all
Cure costs that may be due in connection with the assumption and
assignment of the Tenant Leases. See infra Section III.F.2 for a
discussion of the treatment of the Tenant Leases and the tenant's
claims thereunder.
* Under Section 10.5 of the Plan, LoanCore, the Successor
Owners, and the New Mortgage Lender are granting a release in favor
of the Debtors, the Mezzanine Borrowers, the Guarantor, the
Affiliated Property Manager, and their respective Related Persons.
Under Section 10.6 of the Plan, the Debtors, the Mezzanine
Borrowers, the Guarantor, and the Affiliated Property Manager are
granting a release in favor of LoanCore, the Successor Owners, the
New Mortgage Lender, and their respective Related Persons.
The Debtors believe that their Plan is confirmable and is in the
best interests of all claimants, who will receive a substantial
(and potentially 100%) cash recovery on their Allowed Claims
(without pre-petition interest or post-petition interest on the
Allowed Unsecured Claims) on or promptly following the Effective
Date (or promptly following allowance of their claims). If the
aggregate of Allowed General Unsecured Claims exceeds $670,000,
holders of Allowed General Unsecured Claims will receive their pro
rata share of $670,000.
Counsel for the Debtors:
Mark A. Frankel
BACKENROTH FRANKEL & KRINSKY LLP
800 Third Avenue, 11th Floor
New York, New York 10022
Tel: (212) 593-1100
Fax: (212) 644-0544
A copy of the Second Amended Joint Disclosure Statement is
available at https://bit.ly/3b96zvY from PacerMonitor.com.
About the Debtors
203 W 107 Street LLC and 10 other entities affiliated with Emerald
Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 20-12960) on Dec. 28, 2020.
The Debtors are Single Asset Real Estate entities that each owns a
residential-building property in Manhattan. They own multi-family
residential buildings on 107th Street and 117th Streets in
Manhattan. 203 W 107 Street LLC, 210 W 107 Street LLC, 220 W 107
Street LLC and 230 W 107 Street LLC -- collectively, the "107th
Street Debtors" -- own the properties at 107th Street, New York.
124-136 East 117 LLC, 215 East 117 LLC, 231 East 117 LLC, 235 East
117 LLC, 244 East 117 LLC, East 117 Realty LLC and 1661 PA Realty
LLC -- collectively, the "117 Street Debtors" -- own the properties
at 117th Street. Currently, there are several hundred tenants
residing in the Properties.
203 W 107 Street disclosed total assets of $7,044,031 against
$102,929,476 in liabilities. 210 W 107 Street disclosed total
assets of $13,607,479 against liabilities of $103,053,340. 220 W
107th Street disclosed total assets of $15,413,641 against debt of
$103,046,384.
The petitions were signed by Ephraim Diamond, chief restructuring
officer.
Emerald retained Arbel Capital Advisors LLC and Ephraim Diamond,
its managing member, to assist Emerald and the Debtors in complying
with their obligations under the Restructuring Support Agreement
with LoanCore.
BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, Esq., is
serving as counsel to the Debtors.
450 S. WESTERN: Admire, Belmont Negotiate Changes to Disclosures
----------------------------------------------------------------
Admire Capital Lending, LLC, and Belmont Two Investment Holdings,
LLC, the Debtor's largest unsecured creditors, filed a limited
opposition to the Disclosure Statement of 450 S. Western, LLC.
Specifically, Admire and Belmont requested the following
modifications:
* Admire and Belmont have requested that their claim be
reclassified as a Class 3 general unsecured claim under the
Debtor's Chapter 11 Plan Of Liquidation.
* Admire and Belmont have requested the addition of language in
the Plan and Disclosure Statement to clarify and confirm that, at
the time any pro rata distribution(s) are made to holders of
allowed Class 3 claims under the Plan, the same pro rata
distribution amount(s) payable to holders of disputed Class 3
claims (including Admire and Belmont, in the event of an objection
to their POC) are set aside in a reserve. Admire and Belmont
believe that the Plan and Disclosure Statement, as currently
drafted, do not clearly provide for such a reserve.
* Admire and Belmont have requested the modification of the
deadline for the Liquidating Trustee to object to claims, as set
forth in Section VI.A of the Disclosure Statement. As currently
drafted, the Disclosure Statement and Plan require the Liquidating
Trustee to object to claims within 180 days after the Effective
Date of the Plan. Admire and Belmont have requested that this
deadline be shortened to 90 days after the Effective Date of the
Plan.
Following productive discussions among the parties, the Debtor has
agreed to make the foregoing modifications. The Debtor has
circulated a mark-up of the Plan which includes proposed changes to
incorporate some of the foregoing modifications, which the parties
are currently evaluating and attempting to finalize.
Attorneys for Admire Capital Lending, LLC and
Belmont Two Investment Holdings, LLC:
TIMOTHY J. YOO
JULIET Y. OH
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Boulevard, Suite 1700
Los Angeles, California 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
E-mail: tjy@lnbyb.com, jyo@lnbyb.com
About 450 S. Western
450 S. Western, LLC, is the owner and operator of a three-story,
80,316 sq. ft. shopping center -- commonly known as California
Marketplace -- located at the intersection of South Western Avenue
and 5th Street in the heart of Koreatown. The shopping center has
been a staple in the Los Angeles Korean community and is home to 28
thriving and popular stores, restaurants, and retail shops.
450 S. Western sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the
time of the filing, the Debtor disclosed assets of between $50
million and $100 million and liabilities of the same range. The
Debtor is a single asset real estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Judge Ernest M. Robles oversees the case.
The Debtor has tapped Arent Fox, LLP as legal counsel; the Law
Offices of Daniel M. Shapiro, as special litigation counsel; and
Wilshire Partners of CA, LLC as financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the Debtor's case on Feb. 4, 2020. The
committee is represented by Lewis Brisbois Bisgaard & Smith, LLP.
4L HOLDINGS: Moody's Completes Review, Retains Caa1 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of 4L Holdings Corporation and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
4L Holding Corporation's ("4L Tech") Caa1 corporate family rating
is constrained by high financial risk highlighted by elevated
leverage and integration risk involved in the company's merger with
Teleplan International N.V. (Teleplan) that relies on implementing
significant cost savings in order to meet earnings and
profitability targets. The rating is supported by the significant
reduction in debt following the company's Chapter 11 bankruptcy
restructuring and the company's increased geographical reach and
diversification of services and customers with the acquisition of
Teleplan International N.V (Teleplan).
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
4YL DEVELOPMENT: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: 4YL Development, Inc.
71 Camille Dr.
El Paso, TX 79912
Business Description: 4YL Development, Inc. is primarily engaged
in renting and leasing real estate
properties.
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 21-30157
Judge: Hon. Christopher H. Mott
Debtor's Counsel: Carlos Miranda, Esq.
MIRANDA & MALDONADO, PC
2915 Silver Springs Bldg. 7
El Paso, TX 79912
Tel: (915) 587-5000
E-mail: cmiranda@eptxlawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas L. Rutter, president.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JYBB44A/4YL_Development_Inc__txwbke-21-30157__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/J66IZ5A/4YL_Development_Inc__txwbke-21-30157__0001.0.pdf?mcid=tGE4TAMA
500 W 184: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 500 W 184 LLC
875 E. 219th St.
Bronx, NY 10467
Chapter 11 Petition Date: March 2, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10392
Judge: Hon. Michael E. Wiles
Debtor's Counsel: Warren R. Graham, Esq.
LAW OFFICE OF WARREN R. GRAHAM, Esq.
450 Seventh Avenue, Ste 305
New York, NY 10123
Tel: (917) 885-2370
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Elizabeth Chery, trustee.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/AEE3U7Q/500_W_184_LLC__nysbke-21-10392__0001.0.pdf?mcid=tGE4TAMA
ACCESS CIG: Moody's Completes Review, Retains B3 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Access CIG, LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Access CIG, LLC's B3 Corporate Family Rating reflects the company
high pro-forma debt-to-EBITDA leverage resulting from aggressive
financial policies, modest revenue base and narrow business focus,
moderate operating headwinds due to the coronavirus pandemic and
ongoing secular shift away from paper towards electronic media.
However, Access' CFR is supported by its highly recurring revenues,
with a large and diverse customer base, very good EBITDA margins,
Moody's expectation for longer term stable and modest growth in
outsourcing of document storage in the small and medium enterprises
(SME) market segment, high geographic and customer diversity within
the US and maintenance of at least adequate liquidity.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ADVANCED POWER: Solicitation Exclusivity Extended Thru April 19
---------------------------------------------------------------
At the behest of Debtor Advanced Power Technologies, LLC, Judge
Peter D. Russin of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division extended the period
in which the Debtor may solicit acceptances through and including
April 19, 2021. Though the date already passed, the exclusivity
period which the Debtor may file a plan was extended through and
including February 19, 2021.
Now the additional time, the Debtor will be able to finish all the
negotiations with Triumph Savings Bank ("TBK") and the Debtor's
largest unsecured creditor, where the said negotiations will
dictate the final form of the plan of reorganization filed with the
Court and presented to all creditors.
A copy of the Court's Extension Order is available at
https://bit.ly/2O4E6ym from PacerMonitor.com.
About Advanced Power Technologies
Advanced Power Technologies, LLC --
http://www.advancedpowertech.com/-- offers interior and exterior
lighting, signage, and electrical service needs throughout the
United States and Canada. It works with commercial, hospitality,
industrial, institutional, restaurant, and retail clients to save
energy and reduce operating costs.
Advanced Power Technologies, LLC, based in Pompano Beach, Fla.,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-13304) on
March 11, 2020. In the petition signed by Devin Grandis, president,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.
Judge Peter D. Russin Bradley replaced Judge Paul G Hyman Jr., who
previously oversees the case. Bradley S. Shraiberg, Esq., at
Shraiberg Landau & Page PA, serves as Debtor's bankruptcy counsel.
The U.S. Trustee was not able to appoint an Official Committee of
Unsecured Creditors for the Debtor.
ADVANTAGE SALES: Moody's Completes Review, Retains B2 CFR
---------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Advantage Sales & Marketing Inc. and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
23, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Advantage Sales & Marketing Inc.'s B2 corporate family rating is
constrained by the expectation of earnings volatility stemming from
the coronavirus pandemic, exposure to the highly competitive
marketing, merchandising and sales services space and modest
consumer concentration. The company's financial policy is
considered aggressive considering its acquisitive growth strategy
that could lead to higher debt levels. However, Advantage benefits
from high customer retention rate, materially reduced debt levels
following a SPAC merger in 2020, very good liquidity, and a solid
competitive market position as the largest sales and marketing
agency (SMA) in the US.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
AGD SYSTEMS: Seeks June 18 Exclusive Plan Filing Period Extension
-----------------------------------------------------------------
AGD Systems Corporation asks the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, to extend
its exclusive period to file a plan of reorganization and solicit
acceptances thereto, to June 18, 2021 and August 18, 2021,
respectively.
"The Debtor is a party to an adversary proceeding styled AGD
SYSTEMS CORP, CASE Plaintiffs, vs. TEMPUS APPLIED SOLUTIONS, LLC,
et al., which involves of several aircraft described therein. The
outcome of which will inform the plan terms. The Defendants have
filed a Motion to Dismiss to which the Plaintiff has filed a
Response. The Defendants have until March 16, 2021 to file their
Reply," AGD Systems relates.
The Debtor tells the Court it is not seeking the extension to delay
the administration of the case. The Debtor further tells the Court
its request for extension of the Exclusive Periods is reasonable
given the its progress to date.
A full-text copy of the Debtor in Possession's Motion to Extend
Exclusive Period to File a Plan of Reorganization and Debtor's
Exclusive Period to Solicit Acceptances Thereto, dated March 2,
2021, is available at https://tinyurl.com/stjjhyfa from
PacerMonitor.com.
About AGD Systems Corp.
AGD Systems Corporation is a registered U.S. Defense contractor
that provides services such as aircraft modernization, acquisition,
training, logistics, and sustainment.
AGD Systems Corp. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-18695) on August 12, 2020. AGD Systems President Mark Daniels
signed the petition. At the time of the filing, the Debtor
disclosed estimated assets of $1 million to $10 million and
estimated liabilities of $500,000 to $1 million.
Judge Erik P. Kimball oversees the case. Brian K. McMahon, P.A.
and Kelley Fulton & Kaplan, P.L. are the Debtor's legal counsel.
ALKU LLC: Moody's Completes Review, Retains B2 Rating
-----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of ALKU, LLC and other ratings that are associated with the
same analytical unit. The review was conducted through a portfolio
review discussion held on February 23, 2021 in which Moody's
reassessed the appropriateness of the ratings in the context of the
relevant principal methodology(ies), recent developments, and a
comparison of the financial and operating profile to similarly
rated peers. The review did not involve a rating committee. Since
January 1, 2019, Moody's practice has been to issue a press release
following each periodic review to announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
ALKU's credit profile (B2) is supported by its placement of highly
skilled labor, which support the company's above average
profitability margins, an in-demand workforce that adapted well to
remote work during the coronavirus pandemic, and a variable cost
structure that has low capital expenditure needs. The company is
expected to maintain relatively modest leverage, and as of
September 2020 LTM, sits at 4.2x, and has good liquidity with $21.5
million in cash as well as revolver availability, and no near-term
maturities. The company's credit profile is constrained by the
volatility, competition, and cyclicality within the staffing
industry. Being a smaller company with a niche focus, and private
equity ownership that ties in with expected aggressive financial
policy, further constrain the ratings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ALL SORTS OF SERVICES: Plan Exclusivity Extended Thru May 1
-----------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division extended the periods
within which All Sorts of Services of America Inc. has the
exclusive right to file a Plan of Reorganization and Disclosure
Statement until May 1, 2021.
Despite their best efforts, The Debtors and its attorney, Richard
John Cole, III of Cole & Cole Law, P.A., are unable to complete the
Disclosure Statement and Plan of Reorganization within the time
periods directed by the Court.
Although the attorney representative has gathered significant
information from the Debtor to begin preparing the Disclosure
Statement and Plan of Reorganization, significant issues have
arisen in the case that needs to be resolved prior to file the
documents.
The primary creditor, in this case, is the IRS and the IRS' proof
of claim has been objected to by the Debtor. A trial on the IRS
claim was held on February 11, 2021. A status conference is set for
April 6, 2021, at 10:30 a.m. It is not certain when the court will
enter judgment. Post-trial proposed findings of fact and
conclusions of law have been solicited from the IRS and the Debtor
by the Court.
The Court, at the February 11, 2021 trial, advised the Debtor's
attorney to file the Motion to extend the Exclusivity Periods and
provide the proposed order under consent.
A copy of the Debtor's Motion to extend is available at
https://bit.ly/3001i3q from PacerMonitor.com.
A copy of the Court's Extension Order is available at
https://bit.ly/2NLSSdz from PacerMonitor.com.
About All Sorts of Services of America
Headquartered in Plymouth, Mich., -- https://www.chimneycricket.com
-- All Sorts of Services of America, Inc. provides masonry work,
fireplace, and chimney services, serving the entire Cleveland-Metro
and Toledo, Ohio areas. It conducts business under the name
Chimney Cricket.
All Sorts of Services of America Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-01953) on March 5, 2020. At the time of the filing, the Debtor
had estimated assets of between $100,000 and $500,000 and
liabilities of between $1 million and $10 million.
Judge Michael G. Williamson oversees the cases. The Debtor is
represented by Cole & Cole Law, P.A., and Brian Palmer, CPA and
Palmer Accounting Group, PA as its accountant.
APTIM CORP: Moody's Completes Review, Retains Caa2 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of APTIM Corp. and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
APTIM Corp Caa2 corporate family rating is constrained by the
expectation of sustained high leverage and weak interest coverage,
modest customer concentration, a highly competitive industry with
minimal barriers to entry and financial policy risk associated with
private equity ownership including the potential for a distressed
exchange and future acquisitions. However, APTIM benefits from its
liquidity supported by balance sheet cash and availability under
its asset-based lending (ABL) facility, revenue and earnings
visibility and relatively stable non-nuclear operations &
maintenance (O&M) and environmental services offerings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ARCTIC GLACIER: Moody's Completes Review, Retains Caa1 Rating
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Arctic Glacier U.S.A., Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Arctic Glacier's Caa1 credit profile reflects its small relative
scale with annual revenue of $276 million, and its high financial
leverage because of weak ice demand related to the coronavirus
outbreak. The company has a narrow product focus with the vast
majority of revenue related to the sale of ice-related products.
Moody's expects efforts to contain the coronavirus outbreak such as
stay-at-home orders and consumers' need to maintain social
distancing will negatively affect demand for the company's products
at least through the current outbreak. Arctic Glacier has high
exposure to weather and very high seasonality, generating most of
its revenue and earnings during the summer months. Governance
factors primarily relate to the company's aggressive financial
policies under private equity ownership. The company's weak
liquidity reflects the approaching revolver maturity and expected
weak cushion under the financial maintenance covenant effectively
limiting the availability under its $60 million revolver facility
due March 2022, which provides limited financial flexibility to
fund seasonal negative cash flows outside peak ice consumption
months.
The credit profile also reflects Arctic Glacier's position as the
second largest manufacturer and distributor of ice in the US and
leading position in the smaller Canadian market. The company also
has a relatively diverse customer base and generates EBITDA margins
of around 25%. The company should benefit from increased demand as
stay-at-home orders are lifted, however there is uncertainty around
the timing and consumer's propensity to resume group gatherings
until a vaccine or other measures are effective at combating the
coronavirus.
The principal methodology used for this review was Consumer
Packaged Goods Methodology published in February 2020.
ASGN INC: Moody's Completes Review, Retains Ba2 CFR
---------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of ASGN Incorporated and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
ASGN Incorporated's Ba2 corporate family rating reflects its
leading position and large operating scale in the professional IT
consulting and temporary staffing services sector. The company's
credit profile also benefits from low double-digit EBITDA margins,
very good liquidity including strong free cash flow, and
expectations of long-term digital transformation projects that will
drive long term revenue growth. Challenges could arise if
restrictions associated with the coronavirus pandemic limit revenue
growth and modestly drive down profitability as revenue mix shifts
away from commercial end markets and towards government. Ratings
are constrained by a history of debt-funded acquisitions and a
highly competitive industry with both large and established niche
providers.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ASI CAPITAL: Exclusive Plan Filing Period Extended to June 9
------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado extended ASI Capital LLC and ASI Capital
Income Fund, LLC's exclusive periods for filing a plan of
reorganization and soliciting acceptances to the plan to June 9,
2021 and August 8, 2021, respectively.
As reported by the Troubled Company Reporter, the Debtors need more
time to formulate and file plans of reorganization and be able to
prove their feasibility through pro forma financial projections
that are based on an improved national economy and solid economic
evidence.
The Debtors said they have continued, as they had before the
bankruptcy cases were commenced, to proactively manage their
investment portfolios and have identified certain assets that
require cash infusions, notably, the Marriott Courtyard and Hilton
Garden Inn hotels in El Paso, Texas and the Mine, all of which have
been the subject of section 363 sale motions filed by the Debtors.
Further, the Debtors have filed all of the necessary disclosure
documents with the Court and have amended their Statements of
Financial Affairs and Schedules as appropriate. The Debtors are
also current in the filing of their required Monthly Operating
Reports and in paying their U.S. Trustee fees.
The Debtors said the requested extensions of the Exclusivity
Periods will not harm creditors, including ASIC's noteholders and
ASICIF's bondholders. The Debtors continue to conscientiously
manage their asset portfolios and have been taking the necessary
steps to preserve and protect the value of the assets in those
portfolios.
The Debtors are also constantly on the lookout for new business
opportunities to convert assets to cash, transfer assets into less
costly and more stable holding entities, and otherwise, not just
maintain, but increase the value of their asset pools. The decrease
over the past year in the estimated values of the assets in the
Debtors' portfolios and the diminution in the income streams from
those assets were not caused by any mismanagement on the part of
the Debtors, but rather by a global pandemic that virtually no one
saw coming or was prepared for. The assets of the estates have been
in good hands and will continue to be.
About ASI Capital Income Fund
ASI Capital Income Fund is an investment company as defined in 15
U.S.C. Section 80a-3. ASICIF holds interests in a number of
investments, including interests in hotels. ASICIF is wholly-owned
by ASI, also an investment company as defined in 15 U.S.C. Section
80a-3. ASI also holds interests in a number of investments,
including interests in hotels. ASI is the sole member of ASICIF.
Since January 1, 2019, both ASICIF and ASI have been managed by the
same manager, The Convergence Group.
ASI Capital Income Fund, LLC, based in Colorado Springs, Colo.,
filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-14066) on
June 15, 2020. In its petition, the Debtor was estimated to have
$10 million to $50 million in both assets and liabilities. The
petition was signed by Ryan C. Dunham, CEO, Convergence Group.
Judge Elizabeth E. Brown presides over the case. The Debtor tapped
Lewis Brisbois Bisgaard & Smith, LLP, serves as bankruptcy counsel,
and Cohen & Cohen, P.C., as counsel to the Bondholders Committee.
ATLAS INTERMEDIATE: Moody's Completes Review, Retains B3 CFR
------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Atlas Intermediate Holdings LLC and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
23, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Atlas Intermediate Holdings LLC's B3 corporate family rating is
constrained by the narrow service offerings within a fragmented and
highly competitive industry. The company is considered small in
terms of net revenues and operates within a cyclical end market
that relies on construction spending from both the private and
public sector. Atlas benefits from solid EBITA margins and an
expectation of good free cash flow generation that will be used for
debt repayment and is supported by its revenue and earnings
visibility provided by the company's backlog of work that is
largely non-discretionary infrastructure and construction testing,
inspection and engineering services.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
AVSC HOLDING: Moody's Completes Review, Retains Caa2 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of AVSC Holding Corp. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
AVSC Holding Corp.'s ("AVSC" or "PSAV") Caa2 Corporate Family
Rating reflects expectations that PSAV will continue to experience
operating challenges, including significant cash burn due to a
limited number of large global meetings and events amid the
COVID-19 pandemic. Without a meaningful increase in earnings and
cash flow generation, the company's capital structure remains
unsustainable. The rating also incorporates the company's improved
liquidity following debt raises in the fourth quarter of 2020 and
it's leading US footprint in the high-end hotel audio and visual
event services market, good client diversification and historically
high revenue retention rates.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
BAINBRIDGE UINTA: Seeks to Extend Plan Exclusivity Until April 29
-----------------------------------------------------------------
Bainbridge Uinta, LLC and its affiliates request the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division to extend by 60 days the exclusive periods during which
the Debtors may file a plan and solicit acceptances through and
including April 29, 2021, and June 28, 2021, respectively.
The Debtors have worked diligently with the Prepetition Secured
Parties and made tremendous progress towards a consensual
resolution of these Cases. The Debtors have implemented Bid
Procedures, reached a Framework Agreement and agreed to Cash
Collateral Order with the Prepetition Secured Parties, and taken
numerous other measures to ensure a successful Sale/Plan process
and a timely and successful resolution of these Cases for the
benefit of their estates and creditors.
The purpose of the Framework Agreement is to allow the Debtors to
pursue either a 363 Sale or Plan, whichever will provide the
greatest value for the estates. As discussed above, the Debtors and
White Oak Global Advisors, LLC are working to establish updated
milestone dates under the Framework Agreement. Given the increase
in West Texas Intermediate ("WTI") prices, the Debtors anticipate
the increased value to the estate and creditors.
The Debtors, in conjunction with Petrie Partners Securities, LLC,
have contacted over 210 parties, established a robust virtual data
room, held numerous management consultations with prospective Sale
bidders and Plan sponsors, arranged on-site presentations, received
19 written expressions of interest, received significant financing
proposals, and have exchanged multiple drafts of Purchase and Sale
Agreements with several different potential stalking horse
candidates, who are all currently still engaged.
The Debtors have used their time in bankruptcy to work the process
very diligently towards a Sale or a Plan as envisioned in the
Framework Agreement. Moreover, while the Debtors have been working
diligently during this bankruptcy case, they are also the
beneficiary of an amazing 35% increase in WTI oil prices since the
Petition Date.
Remarkably, during the Debtors' bankruptcy case, the Debtors have
paid the Prepetition Secured Parties every cent they are owed under
the applicable loan documents. No prepetition or post-petition
monetary default exists. Plus, due to the increase in oil prices
since the Petition Date, the value of the Prepetition Secured
Parties collateral has only increased during the bankruptcy case.
The Debtors have timely paid all post-petition amounts as they come
due in conformity with the Cash Collateral Order.
The requested Extension will allow the Debtors additional time to
formulate and solicit support for a Plan that will maximize value
to the estates and creditors. Any competing chapter 11 plans will
hamper the Debtors' progress towards this desirable outcome and
will subject the estates to unnecessary burdens and expenses, thus
decreasing the likelihood of a successful Plan confirmation and
reducing resources available for creditors. The requested Extension
is sought in order to maximize value for the estate and
creditors—not to pressure creditors.
A copy of the Debtors' Motion to extend is available at
https://bit.ly/3uyNHOH from PacerMonitor.com.
About Bainbridge Uinta
Bainbridge Uinta, LLC, develops and operates fields to extract
crude oil and natural gas.
Bainbridge Uinta sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on September 1,
2020. In the petition signed by CEO Paul D. Ching, the Debtor was
estimated to have assets of between $50 million and $100 million
and liabilities of between $50 million and $100 million.
The cases are assigned to Judge Mark X. Mullin. Joseph M. Coleman,
Esq. of Kane Russell Coleman Logan PC serves as counsel to the
Debtors. Oak Hills Securities Inc. has tapped as a financial
advisor to the Debtors. Stretto is the Debtors' claims and noticing
agent.
BHUMI REAL ESTATE: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Bhumi Real Estate LLC
579 Arlington Avenue
South Plainfield, NJ 07080
Business Description: Bhumi Real Estate LLC is primarily engaged
in renting and leasing real estate
properties.
Chapter 11 Petition Date: March 2, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-11710
Debtor's Counsel: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER, STEVENS &
CAMMAROTA, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
E-mail: ecfbkfilings@scuramealey.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roshni Patel, member.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DM5W67I/Bhumi_Real_Estate_LLC__njbke-21-11710__0001.0.pdf?mcid=tGE4TAMA
BIONIK LABORATORIES: Signs $3 Million Agreement with Lenders
------------------------------------------------------------
Bionik Laboratories Corp. entered into a Term Loan and Security
Agreement dated as of Feb. 12, 2021, pursuant to which, among other
things, the Company may borrow up to $3,000,000 from lenders from
time to time.
On Feb. 24, 2021, the Company borrowed an aggregate of $500,000
pursuant to the terms of the Agreement, with $300,000 of the
Initial Loan from RGD Investissements S.A.S., an affiliate of Mr.
Remi Gaston-Dreyfus, a director and existing stockholder of the
Company, and $200,000 of the Initial Loan from 4 Star, an affiliate
of Dr. Andre-Jacques Auberton-Herve, the Chairman of the Board and
an existing stockholder.
RGD Investissements S.A.S., is acting as collateral agent under the
Agreement on behalf of the Lenders with customary rights and
obligations.
Pursuant to the terms of the Agreement, after the Initial Loan, the
Company may elect to borrow an additional up to $2,500,000, subject
to the following: (a) the original principal amount of the
Additional Loans shall not exceed $2,500,000; (b) an event of
default shall not have occurred or be occurring before or
immediately after each such Additional Loan is given effect; (c)
Additional Loans are only to be provided by existing Lenders (or
their respective affiliates) and other lenders approved by the
Collateral Agent; and (d) any Lender may elect or decline, in its
sole discretion, to provide any amount of any requested Additional
Loan.
Each Additional Loan is to be executed, on the same terms as the
Initial Loan, pursuant to one or more joinder agreements.
The principal amount of and interest on the Loan will be due and
payable on the earlier of: (i) Feb. 12, 2023 and (ii) the date of
receipt by the Company of a minimum of $3,000,000 in equity.
The Loan bears interest at a fixed rate of 1% per month. Without
penalty, the Company may prepay the Loan in whole or in part.
The Loan contains customary events of default, which entitles the
Lenders holding a majority of the principal amount of the Loan to
declare the unpaid principal amount of, and all accrued and unpaid
interest on, the Loan, due and payable.
Pursuant to the Agreement, the Company (a) granted to the
Collateral Agent, for the ratable benefit of the Lenders and to
secure the payment and performance in full of the payment
obligations of the Company under the Agreement, security interests
in, and (b) pledged and collaterally assigned to the Collateral
Agent, for the ratable benefit of the Lenders, the Company's
inventory.
Notwithstanding the foregoing, the Security Interest shall remain
fully subordinated for all purposes to the security interests of
certain existing lenders of the Company, until March 31, 2021.
About BIONIK Laboratories
BIONIK Laboratories -- http://www.BIONIKlabs.com-- is a robotics
company focused on providing rehabilitation and mobility solutions
to individuals with neurological and mobility challenges from
hospital to home. The Company has a portfolio of products focused
on upper and lower extremity rehabilitation for stroke and other
mobility-impaired patients, including three products on the market
and three products in varying stages of development.
Bionik reported a net loss and comprehensive loss of US$25.02
million for the year ended March 31, 2020, compared to a net loss
and comprehensive loss of US$10.56 million for the year ended March
31, 2019. As of Sept. 30, 2020, the Company had $17.19 million in
total assets, $6.89 million in total current liabilities, and
$10.30 million in total shareholders' equity.
MNP LLP, in Toronto, Ontario, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 25,
2020, citing that the Company's accumulated deficit, recurring
losses and negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.
BLADE GLOBAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blade Global Corporation
67 E. Evelyn Ave, Ste 7
Mountain View, CA 94041
Business Description: Blade Global Corporation provides data
processing, hosting, and related services.
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Northern District of California
Case No.: 21-50275
Judge: Hon. Elaine M. Hammond
Debtor's Counsel: Robert G. Harris, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
E-mail: rob@bindermalter.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Perry Michael Fischer, sole director.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DRWIDNQ/Blade_Global_Corporation__canbke-21-50275__0001.0.pdf?mcid=tGE4TAMA
BLOUNT INT'L: Moody's Lowers CFR to B2, Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded Blount International, Inc.'s
B1 Corporate Family Rating to B2 and B1-PD Probability of Default
Rating to B2-PD. Moody's also downgraded the B1 ratings on Blount's
1st lien senior secured revolving credit facility expiring 2022 and
1st lien senior secured term loan due 2023 (including proposed $160
million incremental) to B2. The outlook is stable.
On February 26, 2020, Blount announced that it was issuing an
incremental $160 million 1st lien senior secured term loan due
2023. The proceeds, along with $43 million in cash, will be used to
pay a $200 million dividend to the sponsor and pay fees and
expenses for the transaction.
The downgrade reflects the high pro forma leverage resulting from
the transaction and the heightened level of financial
aggressiveness indicated by Blount's dividend strategy. While
operating results are expected to improve as the global economy
recovers from the coronavirus pandemic and the company benefits
from cost cutting initiatives, Moody's believes it will be
challenging for the company to return its credit metrics to
previously expected levels. over the next 12-24 months. Moody's
expects pro forma debt to LTM EBITDA of 7.1x at September 30, 2020
to decline to 6.0x by the end of 2021. Additionally, free cash flow
to debt is expected to be below 5.0% by the end of 2021 (excluding
dividends). The high pro forma leverage leaves little room for
negative variance in operating performance since the company is
reliant on cost cutting to improve metrics given that its primary
end markets are low growth and free cash flow will not be used for
debt reduction. The proposed dividend is the second debt financed
dividend for a total of four dividends under the current sponsor
since 2017 (two were from free cash flow). Pro forma for the
proposed dividend, the sponsor and management have no equity
invested in the company. Blount is expected to have full
availability under its revolver and $61 million in cash pro forma
for the transaction.
The stable outlook reflects Moody's expectation of a modest
improvement in credit metrics as the global economy recovers from
the coronavirus pandemic and the company benefits from completed
cost cutting initiatives.
Downgrades:
Issuer: Blount International, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Gtd. Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD3)
from B1 (LGD3)
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Downgraded
to B2 (LGD3) from B1 (LGD3)
Outlook Actions:
Issuer: Blount International, Inc.
Outlook, remains stable
RATINGS RATIONALE
Weaknesses in Blount's credit profile include the company's high
debt leverage, need for continued investment into R&D to stay ahead
of competition and low growth in the company's primary end markets
(forestry and agriculture). Additionally, the forestry end market
can be cyclical given the impact of the housing market on demand
for lumber. Blount will need to continue to make investments in R&D
and develop innovative new products to maintain its competitive
advantage over less sophisticated competitors.
Strengths in the company's credit profile include consistent free
cash flow, recurring revenue streams, dominant global market share
along with strong brand recognition, and wide array of products.
Blount generates a high percentage of revenue from consumable
products such as chainsaw bars and chains and lawnmower blades
which wear out and must be replaced frequently providing a
recurring revenue stream. The company has a reputation for high
quality, highly engineered products and continues to invest in new
product development to maintain its competitive position in the
industry.
Governance risks are heightened given Blount's private equity
ownership. This carries the risk of an aggressive financial policy,
which include debt funded acquisitions or additional dividends.
Blount has executed four shareholder distributions totaling $445
million since 2017 (including the proposed dividend) and has
maintained high leverage of between 5.0-7.1x. Moody's notes the
potential for future debt-funded shareholder distributions as a key
risk.
Moody's expects Blount to maintain good liquidity over the next 12
to 18 months. This is supported by an expectation of good free cash
flow, a significant cash balance ($61 million pro forma for the
debt financing and dividends) and full availability under the
company's $75 million revolving credit facility, which expires
October 2022. The only financial maintenance covenant on the
revolver is a springing total net leverage ratio of 6.25x whenever
at least $22.5 million is drawn on the revolver. Moody's projects
Blount will maintain a good cushion under this covenant over the
next 12 to 18 months. There are no financial maintenance covenants
on the term loan.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be downgraded if Blount fails to show a
significant improvement in credit metrics over the next 12 months.
Additionally, any deterioration in credit metrics, liquidity or the
competitive environment could also prompt a downgrade. Acquisitions
that alter the company's business and operating profile,
significant debt financed acquisitions or further shareholder
distributions may also prompt a downgrade. Specifically, the
ratings could be downgraded if:
Adjusted debt to LTM EBITDA is sustained above 6.0x
Adjusted EBITA coverage of interest is below 2.5x
Free cash flow to debt is below 3.0%
The rating could be upgraded if Blount sustainably improves credit
metrics within the context of a stable competitive environment. The
company will also need to maintain good liquidity, adopt more
conservative financial policies and continue to make investments in
R&D to maintain its competitive position. Specifically, the ratings
could be upgraded if:
- Adjusted debt to LTM EBITDA is sustained below 5.25x
- Adjusted EBITA coverage of interest is above 3.25x
- Free cash flow to debt is above 4.0%
Blount International, Inc. is headquartered in Portland, Oregon and
is a manufacturer of equipment and replacement parts for the
forestry and agriculture industries. Revenues for the LTM period
ended September 30, 2020 were $717 million. As a private company,
Blount's financial results are not publicly available.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
BMI INDUSTRIES: Case Summary & 18 Unsecured Creditors
-----------------------------------------------------
Debtor: BMI Industries, LLC
6013 W. Victoria Place
Chandler, AZ 85226
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
District of Arizona
Case No.: 21-01440
Judge: Hon. Scott H. Gan
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN BARNES & JONES, PLC
1850 N. Central Avenue, Suite 1150
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
E-mail: tallen@allenbarneslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brent Mann, managing member/president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/M66QWWQ/BMI_INDUSTRIES_LLC__azbke-21-01440__0001.0.pdf?mcid=tGE4TAMA
BOY SCOUTS OF AMERICA: Victim Trust Plan Faces Challenges
---------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the Boy Scouts of America's
plan to settle legacy sexual abuse claims against the organization
through a dedicated trust "woefully fails" to adequately compensate
85,000 victims, a committee of survivors said.
The nonprofit organization on Monday proposed a plan to reorganize
in bankruptcy that would provide just $6,100 to each individual who
has come forward with claims of sexual abuse experienced as a
scout, an official committee of Boy Scouts tort claimants said in a
statement.
"The plan violates every word and the spirit of the Boy Scout oath
that each of us took as kids," committee Chairman John Humphrey
said.
The Boy Scouts, which filed for bankruptcy a year ago, will
contribute to the settlement trust unrestricted cash above a $75
million minimum to operate, according to its Chapter 11 plan filed
with the U.S. Bankruptcy Court for the District of Delaware. It
also will contribute an artwork collection that includes Norman
Rockwell’s paintings, oil and gas interests in over 1,000
properties, and specified real estate.
The Boy Scouts doesn’t have a calculated value of the assets
it’s contributing, although the tort committee said they're worth
around $220 million.
The national organization operates through 253 local councils
across the country that haven’t filed for bankruptcy. But the
local councils also could receive the benefit of a litigation
release through the plan. The Boy Scouts said it's committed to
ensuring that the network of local councils contributes at least
$300 million to the trust in exchange.
The settlement plan also would allow abuse victims, who've filed
more than 95,000 claims against the organization, to pursue
additional recoveries from the Boy Scouts' liability insurance
providers.
The plan is likely "dead on arrival," the Coalition of Abused
Scouts for Justice, an ad hoc group of more than 11,000 claimants,
said in a separate statement Tuesday, March 2, 2021.
"There are still many aspects of the Plan that we are refining
through ongoing mediation, but the amended Plan is an important
step in demonstrating progress that we believe will ultimately lead
to a final plan that the Bankruptcy Court will confirm," the Boy
Scouts said in a statement provided to Bloomberg Law Tuesday, March
2, 2021.
"In the coming months, supplements to the Plan will include a more
detailed breakdown of the process to compensate survivors and more
details about how local councils will support this effort," it
said.
Insurer Blowback
Insurer Century Indemnity Co. also criticized the restructuring
plan for including all abuse claims filed against the organization
since it entered bankruptcy in February 2020.
"Allowing invalid and fraudulent claims that will hurt valid
survivors of sexual abuse by delaying and diluting any compensation
they may receive," Tancred Schiavoni of O'Melveny & Myers LLP, an
attorney for the insurer, said in a statement.
Century and affiliates of Hartford Financial Services Group Inc.
have asked the court to authorize an investigation into the "claim
explosion" that occurred after the organization filed for
bankruptcy. Thousands of claims filed by plaintiffs' attorneys
appear "unsubstantiated, fraudulent, or otherwise invalid," the
insurers said.
Judge Mary K. Walrath hasn't ruled on the request.
The Boy Scouts seeks to begin circulating its plan to creditors by
late April, the organization's attorney, Jessica Lauria of White &
Case LLP, told the court last month. The organization risks
running out of cash later this year without a deal, she said
previously.
The organization is hoping to emerge from bankruptcy by the fall.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BR HEALTHCARE: April 5 Plan Confirmation Hearing Set
----------------------------------------------------
BR Healthcare Solutions, LLC, f/d/b/a Karnes City Health &
Rehabilitation Center, filed with the U.S. Bankruptcy Court for the
Western District of Texas a First Amended Disclosure Statement
regarding First Amended Plan of Liquidation.
On Feb. 25, 2021, Judge Craig A. Gargotta approved the First
Amended Disclosure Statement and ordered that:
* March 26, 2021, is fixed as the last day for mailing or
transmitting ballots setting forth written acceptances or
rejections of the Debtor's First Amended Chapter 11 Plan of
Liquidation.
* March 26, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the Debtor's First
Amended Chapter 11 Plan of Liquidation.
* April 5, 2021, at 10:00 a.m. in the United States Bankruptcy
Court for the Western District of Texas, San Antonio Division is
the telephonic hearing on confirmation of the Debtor's First
Amended Chapter 11 Plan of Liquidation.
A full-text copy of the order dated Feb. 25, 2021, is available at
https://bit.ly/3e0riDX from PacerMonitor.com at no charge.
Attorney for the Debtor-in-possession:
H. Anthony Hervol
LAW OFFICE OF H. ANTHONY HERVOL
4414 Centerview Road, Suite 207
San Antonio, Texas 78228
Tel: (210) 522-9500
Fax: (210) 522-0205
About BR Healthcare Solutions
BR Healthcare Solutions, LLC, operated as a long-term care and
short-term rehabilitation facility in Karnes City, Texas, under the
name Karnes City Health & Rehabilitation Center. In January 2020,
the facility ceased operations as it did not have sufficient
revenues to continue operations. The Company is controlled by
Sanjeev Bhatia, M.D., the 100% owner and authorized
representative.
BR Healthcare Solutions filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 20-50627) on March 20, 2020. In its petition, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. The petition was signed by Sanjeev
Bhatia, as member. The Hon. Craig A. Gargotta presides over the
case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony
Hervol, is the Debtor's bankruptcy counsel.
BR HEALTHCARE: Unsecureds' Recovery Reduced to 85% in Amended Plan
------------------------------------------------------------------
BR Healthcare Solutions, LLC, f/d/b/a Karnes City Health &
Rehabilitation Center, submitted a First Amended Plan of
Liquidation for Small Business and a corresponding Disclosure
Statement.
The Bankruptcy Court has scheduled April 5, 2021, at 10:00 a.m. to
determine whether to confirm the Plan. March 26, 2021, is the
deadline for voting to accept or reject the Plan. March 26, 2021,
is the deadline for objecting to the confirmation of the Plan.
Class 4 consists of General Unsecured Claims. Holders of each such
Allowed General Unsecured Claims shall receive (a) Cash in an
amount not to exceed the amount of such Allowed General Unsecured
Claims; (b) In the event there are not sufficient funds available
to pay the Holders of all Allowed Class 4 claims in full, then each
such Holder shall receive a Pro Rata distribution of the funds
available to pay such claims; or (c) such other treatment as may be
agreed upon by the Disbursement Agent and the holder of such
Allowed General Unsecured Claim.
According to the Liquidation Analysis, unsecured claims totaling
$1,049,247 will have a 84 percent recovery, assuming all A/R is
collectible and all HHS Funds may be used by the Debtor. In
contrast, in a Chapter 7 liquidation, recovery will be 78 percent.
The Equity owner of the Debtor is Sanjeev Bhatia, M.D. The Holder
of Equity Interests or Stock Claims in the Debtor shall not be
entitled to receive or retain any proceeds from the Assets on
account of such Claims or Interests unless Unclassified Claims and
Allowed Claims in Classes 1 through 4 are paid in full. However,
Dr. Bhatia shall retain his Equity Interests in the Debtor in
exchange for assuming the expense and burden of compliance with all
applicable patient record retention and disposal laws, after the
Debtor pays the initial sums required to obtain the records from
the current custodian. The Debtor will file a motion seeking
approval of payment of any such sums.
Funding for the Plan:
* Use of HHS Relief Funds. If the Debtor has not already done
so, Debtor's counsel shall file a motion within 30 days of the
Effective Date seeking direction on the use of the HHS Relief Funds
received by the Debtor to determine what amount may be used to fund
Allowed Claims in this case. To the extent the Court finds that all
or a portion of such funds may not be used to pay certain Allowed
Claims in this case, such funds shall be returned to HHS.
* Asset Collection. The Debtor shall collect and liquidate
the Debtor's Assets and remit the proceeds thereof into the
Debtor's current bank accounts. The Disbursing Agent shall ensure
that all Assets are liquidated and collected, or file a motion to
abandon any Assets which are considered burdensome or of
inconsequential value and benefit to the Estate. The Debtor may
seek to employ professionals that might be needed to assist in
collecting and liquidating the Debtor's Assets. The primary assets
to be collected/liquidated are the Debtor's accounts receivable.
A full-text copy of the First Amended Disclosure Statement dated
Feb. 25, 2021, is available at https://bit.ly/3r9H0Ay from
PacerMonitor.com at no charge.
Attorney for the Debtor-In-Possession:
H. Anthony Hervol
LAW OFFICE OF H. ANTHONY HERVOL
4414 Centerview Road, Suite 207
San Antonio, Texas 78228
Tel: (210) 522-9500
Fax: (210) 522-0205
About BR Healthcare Solutions
BR Healthcare Solutions, LLC, operated as a long-term care and
short-term rehabilitation facility in Karnes City, Texas, under the
name Karnes City Health & Rehabilitation Center. In January 2020,
the facility ceased operations as it did not have sufficient
revenues to continue operations. The Company is controlled by
Sanjeev Bhatia, M.D., the 100% owner and authorized
representative.
BR Healthcare Solutions filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 20-50627) on March 20, 2020. In its petition, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. The petition was signed by Sanjeev
Bhatia, as member. The Hon. Craig A. Gargotta presides over the
case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony
Hervol, is the Debtor's bankruptcy counsel.
BRAZOS ELECTRIC: Faces $2.08B Funded Debt, $1.8B ERCOT Claim
------------------------------------------------------------
Brazos Electric Power Cooperative Inc., hit by a spike in wholesale
electricity prices during the deep freeze in Texas in February, has
sought Chapter 11 protection.
For eight decades, Brazos Electric has consistently met the
generation and transmission needs of its members and maintained an
impeccable financial record as Texas has seen its population
explode during this period.
Brazos Electric's generation facilities, and other generation
facilities in ERCOT, are heavily dependent upon natural gas for
generating power, and, as a result, power prices in ERCOT are
highly dependent upon the price and availability of natural gas
(only 41% of Brazos Electric's natural gas-fired plants have the
ability to burn oil as a backup fuel source). The Electric
Reliability Council of Texas (ERCOT) is an independent system
operator ("ISO") that is solely responsible for managing the Texas
Interconnection, which covers 213 of the 254 Texas counties.
Beginning on Feb. 13, 2021, the state of Texas experienced an
unprecedented and catastrophic energy crisis when a powerful winter
storm moved over and blanketed the entire state, resulting in
temperatures well below 20 degrees Fahrenheit in a state where many
homes (which are not sufficiently insulated for extreme cold
weather) and businesses rely on electricity for heating. Texas's
generating plants, pipelines, and wind turbines are constructed to
operate in extreme summer temperatures and are not winterized in
the manner and to the degree that is common in more traditionally
cold-weather states.
As natural gas prices spiked in response to falling supply as lines
froze up, the cost to produce electricity from gas-fueled power
plants increased dramatically. On Feb. 16, 2021, after noting
that, "[i]f customer load is being shed, scarcity is at its
maximum, and the market price to serve that load should also be at
its highest," the Public Utility Commission of Texas ("PUCT")
directed ERCOT to adjust prices "to ensure that firm load that is
being shed in [Energy Emergency Alert 3] is accounted for in
ERCOT's scarcity pricing signals." Based on this order, ERCOT set
prices at the System Wide Offer Cap ($9,000 per MWh) for the
duration of the time load was being shed. ERCOT continued this
practice until 9:00 a.m. on February 19.
By way of comparison, ERCOT's monthly round-the-lock prices for
wholesale electricity during the three months of November and
December 2020, and January 2021 were in the range of $21 to $29 per
MWh. In August 2020, during a Texas heat wave, monthly
round-the-clock prices for wholesale electricity peaked at $128.88
per MWh.
The Black Swan Winter Event caused ERCOT wholesale market to incur
charges of $55 billion over a seven-day period, an amount equal to
what it ordinarily incurs over four years. Despite Brazos
Electric's efforts to leverage low prices available in ERCOT
through various markets, including real-time energy market and the
Day-Ahead Market, Brazos' share of those charges are estimated at
$2.1 billion for the seven-day Black Swan Winter Event, whereas
Brazos Electric's total power cost to its Co-Op Members in 2020 was
$774 million. The $2.1 billion for seven days is more than the
amount of Brazos Electric's total outstanding secured debt to
FFB/RUS.
$1.809 Billion ERCOT Claim
Just before the winter event, Brazos Electric posted a total of
$350 million in collateral to ERCOT to raise its available credit
to $374 million.
After the Black Swan Winter Event, on Feb. 16, 17, 18, and 19,
ERCOT made additional collateral calls from Brazos of up to $1.6
billion, and during the week of Feb. 22, ERCOT sent an invoice for
settlement charges totaling $2.1 billion.
These demands far exceed Brazos Electric's highest liquidity levels
in recent years and could not have been reasonably anticipated or
modeled. Brazos Electric thus quickly engaged Norton Rose
Fulbright US LLP as its legal advisor and Berkeley Research Group,
LLC as its financial advisor to assist Brazos Electric analyze its
liquidity and financing needs and begin exploring solutions and
alternatives.
On Feb. 25, Brazos Electric responded to ERCOT's demand for payment
with a Force Majeure Event letter, and informed ERCOT that it was
abating payment of financial security and invoices pending
resolution of the Force Majeure Event. It notes that the ERCOT
protocols provide that a market participant may declare a force
majeure event to avoid a default.
In the Debtor's list of 30 largest unsecured claims, ERCOT is
listed as asserting $1.809 billion in claims. The Debtor, however,
noted that the claim is "disputed".
Chapter 11 Filing
Brazos Electric and its Board of Directors determined that the
commencement of Chapter 11 proceedings was inevitable.
Notwithstanding the catastrophic financial fallout from the Black
Swan Winter Event, Brazos Electric and the Board of Directors
firmly believe in its business model, its strong management team,
its dedicated, hardworking employees, and its strong, faithful
cooperative base and fully intend to use the bankruptcy process to
preserve its business and maximize value for all stakeholders,
including the Co-Op Members and, most importantly, the millions of
Texans who, now more than ever, rely on the cooperative to meet its
energy needs every day.
Brazos Electric has undertaken extensive efforts prepetition to
reach out to its employees, its cooperative member-owners, and
other parties-in-interest in order to minimize the disruption of
its operations and cash flow. Brazos Electric is also in
communications with its lenders regarding financing options and an
efficient chapter 11 process.
Brazos filed a petition under Chapter 11 of the Bankruptcy Code to
(i) prevent immediate and irreparable harm to its business; (ii)
preserve and protect its operations and assets; and (iii) provide
necessary time to formulate and pursue an appropriate plan to
satisfy the claims of its creditors.
Brazos Electric filed various emergency first-day motions, which
Brazos Electric believes are necessary to effectively continue its
operations with a minimum of disruption in order to protect the
value of its assets until completion of a plan of reorganization,
thereby maximizing the recovery for Brazos Electric's estate and
stakeholders. The Debtors are seeking approval to pay up to $10
million owed to critical vendors.
Brazos Electric stated in its press release it could not and would
not pass the costs of the catastrophic financial event on its
16-member cooperative and the more than 1.5 million Texans served
by those members.
16 Co-Op Members
Brazos Electric is Texas's largest and oldest generation and
transmission electric cooperative ("G&T Co-Op"). Brazos Electric
has been a model of financial stability for 80 years. By
aggregating the distribution needs of its electric cooperative
members to obtain best-in-class generation and transmission
facilities through low-cost financing, Brazos Electric has
maintained an "A+" and A" issuer credit ratings from Fitch and S&P,
respectively. Brazos Electric's generation and transmission
revenues were $1.038 billion and $1.041 billion in 2019 and 2020,
respectively.
Brazos Electric's Co-Op Members also have strong credit profiles,
particularly the three largest Co-Op Members (CoServ Electric,
Tri-County, and UCS account for 36%, 18%, and 14%, respectively,
of Brazos Electric's 2019 revenues), with strong, growing customer
bases.
As of Dec. 31, 2020, the members of the Co-op and their patronage
capital allocations are:
Co-Op Member Allocation
------------ ----------
Bartlett Electric Cooperative 1.5%
Comanche Electric Cooperative 2.0%
CoServ Electric 30.8%
Fort Belknap Electric Cooperative 1.1%
Hamilton County Electric Cooperative 1.8%
Heart of Texas Electric Cooperative 3.2%
HILCO Electric Cooperative 4.0%
J-A-C Electric Cooperative 0.9%
Mid-South Synergy 4.5%
Navarro County Electric Cooperative 3.5%
Navasota Valley Electric Cooperative 3.2%
Cooke County Electric d/b/a PenTex Energy 3.6%
South Plains Electric Cooperative 3.4%
Tri-County Electric Cooperative 17.6%
United Electric Cooperative Services 14.6%
Wise Electric Cooperative 4.3%
------
Total Patronage Capital 100.0%
Prepetition Capital Structure
As of the Petition Date, the principal amount of Brazos Electric's
funded debt obligations total $2.04 billion:
* $1.565 billion outstanding under secured notes issued to
Federal Financing Bank, a government corporation.
* $479.975 million outstanding under an unsecured revolving
facility with Bank of America N.A., as administrative agent.
As of the Petition Date, Brazos Electric estimates that there is
approximately $340 million in outstanding trade debt.
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.
ERCOT's counsel in the bankruptcy case:
Deborah M. Perry, Esq.
Kevin M. Lippman, Esq.
Munsch Hardt Kopf & Harr, P.C.
500 N. Akard Street, Suite 3800
Dallas, TX 75201-6659
Telephone: (214) 855-7565
Facsimile: (214) 978-5335
E-mail: dperry@munsch.com
klippman@munsch.com
BV GLENDORA: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: BV Glendora LLC, a Colorado limited liability company
c/o Cadence Capital Investments, LLC
6400 S. Fiddlers Green Circle Suite 1820
Greenwood Village, CO 80111
Business Description: BV Glendora LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11627
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd.
Suite 1200
Sherman Oaks, CA 91403
Tel: 310-659-5444
Fax: 310-878-8304
Email: jeffrey@shinbrotfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David B. Runberg, chief financial
officer.
A copy of the petition containing, among other items, a list of the
Debtor's six unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Z2DI4CA/BV_Glendora_LLC_a_Colorado_limited__cacbke-21-11627__0001.0.pdf?mcid=tGE4TAMA
CAREERBUILDER LLC: Moody's Completes Review, Retains B3 CFR
-----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of CareerBuilder, LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
CareerBuilder, LLC's B3 corporate family rating is constrained by
the coronavirus pandemic's negative pressures on employment
conditions and the company's declining market position which has
pressured revenues. The industry has well-capitalized competitors
and the company has seen erosion in its online job board. However,
the company's credit metrics are strong for the rating category.
CareerBuilder has good liquidity, but has a revolver that expires
in 2022. The financial sponsors have taken out dividends since the
2017 LBO, and we expect financial policies to continue to be
aggressive.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
CASTEX ENERGY: Wins Interim OK on Cash Collateral Access
--------------------------------------------------------
Castex Energy 500 Holdco, LLC and its affiliated Debtors sought and
obtained authorization from the U.S. Bankruptcy Court for the
Southern District of Texas to use cash collateral.
The Court scheduled a Final Hearing for March 29, 2021 at 3:30
p.m.
The Debtors maintain their headquarters in Houston, Texas. The
Debtors are engaged in the exploration, development, production and
acquisition of oil and natural gas properties located in the Gulf
of Mexico, state waters of Louisiana, onshore Louisiana, and
onshore Texas. As of the Petition Date, the Debtors owned
interests in approximately 182 oil, gas, and related wells, and
have estimated proven reserves of approximately 2.3 MMBO (oil and
gas condensate) and 38.5 BCFE (natural gas). The Debtors are also
party to numerous joint operating agreements, joint development
agreements, exploration agreements, and area of mutual interest
agreements, and own interests in certain fee lands.
Certain of the Debtors were previously debtors in chapter 11 cases
that were commenced by the filing of voluntary petitions on October
16, 2017. The debtors in the Prior Bankruptcy Cases obtained
confirmation of a plan of reorganization by entry of a confirmation
order on February 27, 2018. Pursuant to the 2018 Confirmation
Order, among other things, prepetition reserve based secured
claimants received substantially all of the equity in the
reorganized debtors and their ratable share of secured indebtedness
embodied in the Third Amended and Restated Credit Agreement, also
known as the Prepetition Credit Agreement, dated March 14, 2018.
The Prepetition Credit Agreement was executed by and among Borrower
Castex Energy Partners, LLC (the "Borrower"), Castex Energy 2005
Holdco, LLC, and the other persons party thereto as Loan Parties,
the financial institutions listed therein as Prepetition Secured
Lenders, and Capital One, National Association, individually as a
Prepetition Secured Lender, as L/C Issuer and as administrative
agent for the Prepetition Secured Lenders.
The Debtors also entered into loan and security documents in favor
of the Prepetition Secured Parties that contain language granting
liens and security interests in substantially all of the Debtors'
assets, that are also known as the Prepetition Collateral. The
Prepetition Collateral includes shares of stock in Talos Energy,
Inc., which the Debtors obtained as a result of an August, 2020
transaction in which the Debtors exchanged certain of their oil and
gas assets for, among other things, the Talos Shares.
The Talos Shares are currently in physically certificated form and
are held by the Prepetition Agent.
The Prepetition Secured Parties also have a lien and security
interest in a judgment in the amount of approximately $69.5
million, which the Debtors obtained against Apache Corporation
after a 2019 jury trial in Texas state District Court. The Apache
Judgment is the subject of an appeal currently pending in the
Fourteenth Court of Appeals.
The Prepetition Secured Parties also have a lien and security
interest in substantially all cash of the Debtors, which cash is
held by the Prepetition Agent.
Prior to the Petition Date, the Debtors and the Prepetition Secured
Parties agreed to a general structure and terms for a plan
contained in a term sheet, which contemplates that the Prepetition
Secured Parties will contribute a portion of the Prepetition
Collateral, including (a) $1.75 million in cash; (b) the Debtors'
contractual interest in an escrow account containing certain of the
Talos Shares up to $9 million, which shares currently have a market
value exceeding $5 million; (c) the Debtors' causes of action,
other than claims relating to the Apache Judgment; and (d) all
working interests.
"The Debtors require immediate use of Cash Collateral to ensure
continuing operations during these Chapter 11 Cases and to preserve
value for the benefit of the estates and all parties in interest.
While, to date, the Debtors' have not been able to secure any
debtor in possession financing, the Debtors' working capital and
net operating cash flow are projected to be sufficient to fund
operations and administrative costs for the ninety days after the
Petition Date, which is the timeline for the Debtors to obtain
confirmation of the plan contemplated in the Plan Term Sheet.
Without use of Cash Collateral, the Debtors will be unable to
continue in operations and will, instead, be forced to cease
operations and liquidate, which would materially diminish the value
that might otherwise be available for distribution to the Debtors'
stakeholders. Entry of the Interim Order and Final Order will
avoid contentious cash collateral litigation, which would both
engender material delay in these Chapter 11 Cases that the Debtors'
can ill afford, and, among other things, engender even more
uncertainty with the Debtors' vendors and other counterparties,
each of which would have a material deleterious impact on the
Debtors," the Debtors tell the Court.
The Debtors propose to provide the adequate protection to the
Prepetition Secured Lenders of their interests in the Collateral,
subject to the Carve Out and Permitted Prior Liens, in the form
of:
(1) Adequate Protection Liens;
(2) super-priority administrative expense claims under Section
507(b) of the Bankruptcy Code; and
(3) Payment of the Prepetition Secured Parties' fees, costs,
expenses, and charges (including the reasonable fees, costs, and
expenses of counsel and financial advisors for the Prepetition
Agent and the other Prepetition Secured Parties).
The liens and superpriority claims to be granted will be subject to
a carve out consisting of:
(a) all unpaid fees required to be paid in the Chapter 11
Cases to the clerk of the Bankruptcy Court and to the office of the
United States Trustee under 28 U.S.C. Section 1930(a)(6);
(b) all reasonable fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code, in an aggregate amount
not to exceed $50,000;
(c) to the extent allowed by the Court at any time, whether by
interim order, procedural order or otherwise, all unpaid fees,
costs, expenses, and disbursements of professionals retained by the
Debtors in the Chapter 11 Cases that are incurred prior to the
delivery by the Prepetition Agent of a Carve-Out Trigger Notice;
(d) to the extent allowed by the Court at any time, whether by
interim order, procedural order or otherwise, all unpaid fees,
costs, and disbursements of professionals retained by any Committee
in the Chapter 11 Cases and all reasonable unpaid out-of-pocket
expenses of the members of any Committee, in each case that are
incurred prior to the delivery by the Prepetition Agent of a
Carve-Out Trigger Notice;
(e) the unpaid fees, costs, and disbursements of the Debtors'
Professionals that are incurred after the delivery of a Carve-Out
Trigger Notice by the Prepetition Agent that are allowed by the
Court under sections 327, 330 or 363 of the Bankruptcy Code, after
application of any already un-applied retainers being held by such
professionals, in an aggregate amount not to exceed $250,000; and
(f) the reasonable unpaid fees, costs, and disbursements of
any Committee Professionals and the reasonable unpaid expenses of
Committee Members that are incurred after the delivery of a
Carve-Out Trigger Notice by the Prepetition Agent, that are allowed
by the Court under sections 328, 330 or 1103 of the Bankruptcy Code
after application of any retainers being held by such
professionals, in an aggregate amount (for both Committee Members
and the Committee's Professionals) not to exceed $25,000.
The Lenders impose these Milestones:
(1) By the date that is 10 calendar days after the Petition
Date -- March 8 -- the Debtors will file a proposed chapter 11 plan
that incorporates the terms of the term sheet by and between the
Debtors and the Lenders that are signatories thereto and related
disclosure statement, each of which shall be in form and substance
acceptable to the Prepetition Agent and the requisite percentage of
Prepetition Secured Lenders.
(2) By the date that is 45 calendar days after the Petition
Date -- April 12 -- or such other date as may be required by the
Bankruptcy Court, the Debtors will obtain entry of an order of the
Court approving the Disclosure Statement and authorizing
solicitation of votes on the Plan, which order shall be in form and
substance acceptable to the Prepetition Agent and the requisite
percentage of Prepetition Secured Lenders.
(3) By the date that is 90 calendar days after the Petition
Date -- May 27 -- the Debtors will obtain entry of an order
confirming the Plan, which order shall be in form and substance
acceptable to the Prepetition Agent and the requisite percentage of
Prepetition Secured Lenders.
(4) By the date that 14 calendar days after the entry of the
Confirmation Order, the Debtors will cause the Effective Date, as
defined in the Plan, to occur.
A full-text copy of the Debtors' Emergency Motion for Entry of
Interim and Final Orders (I) Authorizing the Use of Cash Collateral
Pursuant to Section 363 of the Bankruptcy Code, (II) Granting
Adequate Protection to the Prepetition Secured Parties, (III)
Granting Liens and Superpriority Claims, (IV) Modifying the
Automatic Stay, and (V) Scheduling a Final Hearing, dated February
28, 2021, is available for free at https://tinyurl.com/4fx8ucaa
from PacerMonitor.com.
About Castex Energy 2005 Holdco
Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy
2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on
February 26, 2021 (Bankr. S.D. Tex. Lead Case No. 21-30710) on
February 26, 2021. The petitions were signed by chief
restructuring officer, Douglas J. Brickley. At the time of the
filing, the Debtors estimated their assets and liabilities at $100
million to $500 million.
Judge David R. Jones oversees the case. The Debtors are
represented by Matthew Okin, Esq. at Okin Adams LLP. The Debtors
tapped The Claro Group, LLC as their Financial Advisors, Thompson &
Knight LLP as their Special Counsel and Conflicts Counsel, and
Donlin, Recano & Company, Inc. as their Notice, Claims & Balloting
Agent.
CICI'S HOLDINGS: Landlord Says Cure Amount Not Correct
------------------------------------------------------
Inland Commercial Real Estate Services LLC (the "Landlord")
submitted an objection to the Plan Supplement and limited objection
to the Plan and Plan/DS Motion of Cici's Holdings, Inc., et al.
The Landlord points out that the proposed cure amount is not
correct and is subject to change.
* The Debtors are currently in default under the Lease for
failure to pay rent and other charges currently due and owing.
* The Proposed Cure Amount does not reflect the presently
correct cure amount for the Lease and may not reflect the correct
cure amount for the Lease at the time of assumption.
* The Proposed Cure Amount does not include attorneys' fees. The
Lease entitles the Landlord to attorneys' fees associated with its
actions in these cases. Therefore, attorneys' fees must be included
as part of the Landlord's Current Cure Amount as pecuniary losses
suffered as a result of the Debtors' defaults, under section
365(b)(1)(B).
The Landlord asserts that any assumption must be cum onere, and the
debtors must maintain liability for all adjustments and indemnity
obligations. It asserts that before assuming the Lease, the
Debtors are first obligated to cure all outstanding defaults under
the Lease, including the payment of the Current Cure Amount, plus
attorneys' fees that accrued at the time of assumption.
According to the Landlord, any assumption must be supported by
adequate assurance of future performance. The Landlord reserves
its rights to object to any proposed assumption or assumption and
assignment of the Lease absent identification of any proposed
assignee, strict compliance with the adequate assurance of future
performance requirements of Section 365 of the Bankruptcy Code, and
the Landlord having sufficient notice and opportunity to be heard
regarding any proposed assumption or assumption and assignment.
Moreover, the Landlord says the following issues have not been
addressed:
* The Plan could permit lease assumptions and rejections to
occur in certain instances after the Plan becomes effective by
permitting the Debtors to file a motion to assume on or before the
Effective Date, and if that motion is pending when the Plan
Effective Date occurs, assume or reject the Lease after the
Effective Date. Plan § V.A. Absent consent of the counterparty,
all decisions to assume or reject must be made and noticed to
counterparties prior to confirmation.
* The Debtors are seeking authorization to enter into various
unspecified Restructuring Transactions under the Plan on or after
the Confirmation Date. Plan Sec. IV.B. The Landlord does not know
the extent to which any proposed Restructuring Transactions might
impact the Lease, which is required to be assumed cum onere and for
which the Debtors must sustain their burden with respect to
adequate assurance of future performance.
* The Plan provides for Unexpired Leases that have not otherwise
been assumed or rejected, expired or terminated, are the subject of
an assumption motion on or before the Effective Date or are
identified on the Assumed Executory Contract and Unexpired Lease
List to be deemed rejected as of the Effective Date. Plan § V.A.
Any Unexpired Lease rejections should only become effective once
the landlord has full dominion and control of the premises, and in
no event after the Effective Date absent prior landlord consent.
* The Plan provides that the assumption of an Unexpired Lease
shall result in the full release and satisfaction of any monetary
and nonmonetary defaults arising any time prior to the effective
date of assumption. Plan § V.C. This provision must be modified
such that assumption and the cure of all defaults results in the
full release and satisfaction of such defaults.
* The Plan states that any Proof of Claim filed with respect to
an assumed Unexpired Lease shall be disallowed and expunged without
further notice to or action, order or approval of the Court. Plan
§ V.C. This should be amended to require sufficient notice and an
opportunity for the counterparty to be heard prior to any
disallowance or expungement.
The Landlord Objects to the Third-Party Release. The Plan provides
for a broad release of those defined to be a "Released Party", but
the definition of "Releasing Parties" provides a carve-out for
those that "timely object[] to the Plan's third-party release
provisions".
Counsel to Inland Commercial Real Estate Services, LLC:
Michelle E. Shriro
SINGER & LEVICK, P.C.
State Bar No. 18310900
16200 Addison Road, Suite 140
Addison, Texas 75001
Phone: 972.380.5533
Fax: 972.380.5748
E-mail: mshriro@singerlevick.com
- and -
Kevin M. Newman
BARCLAY DAMON LLP
Barclay Damon Tower
125 East Jefferson Street
Syracuse, New York 13202
Telephone: (315) 413-7115
Facsimile: (315) 703-7349
Scott L. Fleischer
1270 Avenue of the Americas, Suite 501
New York, New York 10020
Telephone: (212) 784-5800
Facsimile: (212) 784-5799
About CiCi's Holdings
CiCi's Holdings Inc. is the owner, operator and franchisor of
family-oriented unlimited pizza restaurants. With approximately
318 locations across 26 states, including 11 owned restaurants and
307 franchise locations owned and operated by 128 franchisees, the
CiCi's brand is known as a "go-to" destination for family and other
group outings through its wide variety of pizza, pasta, and salad
bar items and cost-effective price point.
CiCi's Holdings and its affiliates sought Chapter 11 protection
(Bankr. N.D. Tex. Lead Case No. 21-30146) on Jan. 25, 2021, with a
restructuring support agreement for a plan that would have lender
D&G Investors LLC take over ownership. D&G is an affiliate of
private investment firm Gala Capital.
Cici's Holdings was estimated to have $10 million to $50 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Stacey G. Jernigan is the case judge.
The Debtors tapped Gray Reed & McGRAW LLP as bankruptcy counsel and
Piper Sandler & Co. as investment banker. Stretto is the claims
agent.
CITYSCAPE AT COURTHOUSE: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------------
Debtor: Cityscape At Courthouse Centre Condominium
Association, Inc.
1990 Main Street, 9th Floor
Sarasota, FL 34236
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-00991
Debtor's Counsel: Alberto ("Al") F. Gomez, Jr., Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
401 East Jackson Street #3100
Tampa, FL 33602
Tel: 813-225-2500
Email: al@jpfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lou Wells, treasurer.
A copy of the Debtor's list of two unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7JP7WPA/Cityscape_At_Courthouse_Centre__flmbke-21-00991__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/7OP233Y/Cityscape_At_Courthouse_Centre__flmbke-21-00991__0001.0.pdf?mcid=tGE4TAMA
CLEANSPARK INC: Secures Additional Bitcoin Miners
-------------------------------------------------
CleanSpark, Inc. has secured for delivery an additional 2,500 ASIC
mining rigs which are expected to provide an estimated 218 PH/s of
Bitcoin mining hash rate capacity. The miners are expected to be
delivered and immediately deployed throughout June and July 2021.
The delivery dates are aligned with the Company's expected
completion of energy and infrastructure projects that will provide
an additional 30 MW of electricity to the site at a rate of
$0.0285/kwh. This order, along with the Company's current mining
fleet, is expected to bring the Company's total hash rate up to an
estimated 533 PH/s. CleanSpark expects to make further orders in
the coming weeks to secure up to an additional 800 PH/s of mining
equipment.
The Company has developed a network of dealers and distributors
outside of the traditional manufacturing supply chain to secure
these additional miners for deployment as the Company's energy
infrastructure increases become available.
Zach Bradford, CleanSpark's chief executive officer stated, "We
continue to aggressively pursue the growth of our hash rate
capacity and expect to reach 1 to 1.3 EH/s in total production
capacity this summer. 'Time is money' in this sector, and these
orders allow us to immediately put the 30 MW of increased power
into use as soon as it comes online." Bradford continued, "The
availability of low-cost energy for bitcoin mining facilities will
be a constraining factor for the industry as it grows.
Cryptocurrency mining operations will further be subjected to
increased scrutiny on the sources of the incredible amount of power
required for successful execution and they will need to ensure that
there is an ongoing focus utilizing clean energy sources to
mitigate these concerns. CleanSpark has maintained its focus on
responsible energy solutions since the initial diligence phases of
the ATL acquisition. Currently, the municipality providing our
power is backed largely by a wholesale provider that reports
delivery of power that is 69% emission-free. We plan to incorporate
additional renewables onsite in the near future. In addition to
maximizing the energy use of our existing facilities, we are
targeting additional locations that offer access to abundant,
low-cost power, with an emphasis on sites that are backed by clean
energy sources and allow us the opportunity to integrate our
proprietary renewable energy solutions onsite."
CleanSpark's goal is to operate the lowest-energy-cost Bitcoin
mining facilities at scale in the nation. The Company expects to
accomplish this not only by securing advantageous power purchase
agreements, but also by leveraging its patented energy solutions.
Parties interested in learning more about CleanSpark products and
services are encouraged to inquire by contacting the Company
directly at info@cleanspark.com or visiting the Company's website
at www.cleanspark.com.
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is in the business of providing advanced
energy software and control technology that enables a plug-and-play
enterprise solution to modern energy challenges. Its services
consist of intelligent energy monitoring and controls, microgrid
design and engineering and consulting services. Its software
allows energy users to obtain resiliency and economic optimization.
The Company's software is uniquely capable of enabling a microgrid
to be scaled to the user's specific needs and can be widely
implemented across commercial, industrial, military and municipal
deployment.
CleanSpark reported a net loss of $23.35 million for the year ended
Sept. 30, 2020, a net loss of $26.12 million for the year ended
Sept. 30, 2019, and a net loss of $47.01 million for the year ended
Sept. 30, 2018. As of Dec. 31, 2020, the Company had $78.17
million in total assets, $6.14 million in total liabilities, and
$72.03 million in total stockholders' equity.
CM ACQUISITION: Moody's Completes Review, Retains B3 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of CM Acquisition Co. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
CM Acquisition Co.'s (dba "CROSSMARK") B3 corporate family rating
reflects its relative low level of funded debt and reduction in
interest expense following early debt repayment using proceeds from
divestitures in 2020 and a debt-to-equity conversion that occurred
in 2019. CROSSMARK's CFR is constrained by the continuing pressure
on revenue in a highly competitive sales and marketing industry
environment and the absence of market share gains, as well as its
high concentration with one retailer that represents less than 20%
of revenue. The company's credit profile is supported by its good
liquidity, positive free cash flow aided by the reduction in
interest expense and restructuring charges, and availability under
its $75 million asset based revolving credit facility.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
CMC II: Consulate's Cost Center, 2 Nursing Homes File Chapter 11
----------------------------------------------------------------
Six entities that are part of a family of companies owned by LaVie
Care Centers, LLC ("LVCC"), which does business as Consulate Health
Care, have sought Chapter 11 protection.
The Chapter 11 Debtors are CMC II, LLC, Salus Rehabilitation, LLC,
207 Marshall Drive Operations LLC, 803 Oak Street Operations LLC,
Sea Crest Health Care Management, LLC, and Consulate Management
Company, LLC.
The Debtors are part of a group of Consulate corporate affiliates
that manage and operate 140 skilled nursing facilities. The 140
Managed SNFs under the Consulate umbrella are spread across six
states in the Mid-Atlantic and Gulf Coast.
Three Debtors are active, operating companies (CMC II, Marshall and
Governor's Creek), while the remaining three are not (Sea Crest,
Salus, and CMC I). CMC II provides centralized back office
management and support services to the 140 Consulate Health Care
SNFs. CMC II functions as a cost center for the SNFs, charging an
at-cost management fee, without markup, pursuant to management
agreements that are generally terminable on 60-days' notice.
Marshall operates Marshall Health and Rehabilitation Center, a
120-bed SNF located in Perry, Florida. Governor's Creek (together
with Marshall, the "Operator Debtors") operates Governor's Creek
Health and Rehabilitation, a 120-bed SNF located in Green Cove
Springs, Florida.
The filing of the Chapter 11 Cases was precipitated by the recent
entry of the judgments in the Ruckh Litigation. As a result of a
lawsuit filed in June 2011 under the Federal False Claims Act,
styled U.S.A. ex rel. Angela Ruckh v. Salus Rehabilitation et al.,
Case No. 8:11-cv-1303 (M.D. Fla.) (the "Ruckh Litigation"), five
Debtors are subject to significant monetary judgments, as follows:
(i) Sea Crest and CMC II (as successor to Sea Crest), (jointly and
severally), $240,914,900; (ii) Salus, $484,000; (iii) Marshall,
$6,266,424; and (iv) Governors Creek, $10,055,961.
The Debtors lack the financial capacity to satisfy the Ruckh
Judgments and cannot risk an interruption in care to the residents
of the Managed SNFs that might result from enforcement of the Ruckh
Judgments. Although the Debtors remain open to a constructive
dialogue to resolve the Ruckh Judgments, prior efforts have not
resulted in a resolution. Accordingly, the Debtors' efforts are
focused on continuing to serve residents of the Managed Facilities
while implementing a process to market and sell their assets for
the highest and best price and distribute the proceeds pursuant to
the Bankruptcy Code's priority scheme.
Prior to the Petition Date, the Debtors engaged Evans Senior
Investments ("ESI") to act as their broker for purposes of
procuring financing for the Chapter 11 cases and in connection with
a potential sale of the Debtors' assets.
The Debtors received a proposed DIP term sheet from an affiliate of
the Debtors for a multi-draw term loan facility with a maximum
credit amount of $5 million.
With assistance from ESI, the Debtors have also conducted a
thorough market analysis in connection with the potential sale of
the Debtors' assets. The process has been successful, and has
resulted in multiple term sheets from different prospective
purchasers. One term sheet provides for the sale of assets of the
Operating Debtors to a third party, while the other term sheet,
signed shortly prior to the commencement of the Chapter 11 cases,
provides for the sale of assets of the Manager Debtor and certain
other assets to an affiliate of the Debtors. The Debtors are
negotiating stalking horse agreements with each purchaser and
expect to file motions in the coming days to approve bidding
procedures and schedule hearing dates relating to each of these
transactions
About CMC II, et al.
CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street
Operations LLC and three inactive affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1,
2021.
CMC II, LLC, et al., are part of a group of Consulate Health care
corporate affiliates that manage and operate 140 skilled nursing
facilities. CMC II provides management and support services to
approximately 140 SNFs, each of which is operated by an affiliate
of the Debtors under the common ownership of non-Debtor LaVie Care
Centers, LLC, doing business as Consulate Health Care. 207
Marshall Drive Operations LLC operates Marshall Health and
Rehabilitation Center, a 120-bed SNF located in Perry, Florida.
803 Oak Street Operations LLC operates Governor's Creek Health and
Rehabilitation, a 120-bed SNF located in Green Cove Springs,
Florida.
CMC II estimated assets and debt of $100 million to $500 million as
of the bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel;
and Alvarez & Marsal North America, LLC as restructuring advisor.
Evans Senior Investments is the Debtors' broker. Stretto is the
claims agent.
CONTRACT TRANSPORT: Deal Reached on Continued Cash Access
---------------------------------------------------------
In the Chapter 11 case of Contract Transport Services Inc., an
Agreed Order has been reached that grants the Debtor interim use of
cash collateral through May 28, 2021, according to the case
docket.
The Agreed Order has yet to be filed as of press time.
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, previously authorized CTS to use cash collateral
on an interim basis through March 5, 2021, in accordance with the
budget and provide adequate protection to the City of Cleveland,
Ohio, Grow America Fund, Inc., The Huntington National Bank, and
the United States of America, Internal Revenue Service.
The Court held a hearing March 2 regarding the Debtors' cash
collateral access.
Prior to the Petition Date, the Debtors, the City, GAF, and HNB
were parties to various financial accommodation agreements:
1. On or about September 1, 2007 the City, CTS, CTP and the
Madachiks entered into an Empowerment Zone Loan and Grant Agreement
No. 67341 effective September l, 2007, and a Cognovit Promissory
Note.
2. The City Loans were secured by a security interest in on
all of CTS' assets and an Open-End Mortgage of CTP on Perkins Ave
and an Open-End Mortgage of William J. Madachik and Laura P.
Madachik on Edgewood.
3. On or about April 29, 2013, GAF, CTP and CTS entered into
three loan agreements; one for $295,000; one for $994,000; and
another for $255,000. The GAF Loans were used to pay off the loans
from NCB and in part from the City.
4. The GAF Loans are secured by a security interest in all of
CTS' assets, an open-end mortgage on William and Laura Madachik's
home at 7643 Edgewood Lane, Seven Hills, Ohio, and an open-end
mortgage from CTP on Perkins Ave.
5. On April 16, 2013 GAF the City entered into a series of
Intercreditor Agreements the effect of which was to provide that
the City and GAF held co-first priority liens on all assets of CTP,
including the mortgages Perkins Ave and Edgewood up to $260,241.
After that amount, the City has a first priority lien on those
assets until it is paid in full at which point GAF is in first
priority position.
6. On or about October 22, 2015, HNB and CTS entered into a
loan agreement in the original principal amount of $240,000 that
HNB asserts has a current balance of $$201,969.70. The HNB Loan is
secured by all assets of the Debtor as well. On or about October
21, 2015 GAF and CTS entered into a Lien Subordination Agreement
whereby GAF agreed to subordinate its security interest in the
Debtor's assets to the security interest of HNB. The Debtor
acknowledges and agree that, in connection with the HNB Loans, the
Debtor granted to or for the benefit of HNB various security
interests and liens on all of the Debtor's personal property assets
including, without limitation, the Debtors' present and future
accounts, accounts receivable, inventory, equipment, general
intangibles, chattel paper, leasehold interests, contract rights,
all oil, gas, other minerals and accounts constituting as extracted
collateral, and all of the assets and all products and proceeds of
the foregoing.
7. On or about March 14, 2017 HNB took a judgment and filed a
Judgment Lien against CTS and William Madachik in the amount of
$239,655.
8. On August 30, 2018 GAF, CTS, CTP and the Madachiks entered
into a Forbearance and Loan Modification Agreement. Under the GAF
Forbearance CTS, CTP and the Madachiks acknowledged that GAF was
owed a total of $1,079,510 and agreed to repay that amount in
monthly installments of $13,775.
9. The City, CTS, CTP and the Madachiks also signed a
Forbearance Agreement and Second Amended Cognovit Promissory Note
dated December 30, 2018, and an Amended Forbearance Agreement and
Third Amended Cognovit Promissory Note on December 10, 2019. The
City is currently owed $224,288.
10. On January 17, 2020 GAF took a cognovit judgment against
CTS, CTP and the Madachiks in the Court of Common Pleas for
Cuyahoga County Ohio and recorded a judgment lien against them for
$853,325. On January 21, 2020 GAF transferred the Judgment to the
Cleveland Municipal Court and issued garnishments against CTS.
In 2017 and 2018 CTS experienced a significant reduction in income
due to a loss of government funding for certain agencies for which
it was providing transportation services. As a result, it had
substantial unpaid 940 and 941 taxes. While CTS is presently
current on its payment of federal withholding taxes, on July 25,
2018, September 17, 2018 and November 22, 2019, the IRS filed
notices of three federal tax liens in the gross amount of
$900,428.83, resulting in a lien on all of CTS' assets, including
cash collateral.
As adequate protection, the Lien Holders are granted replacement
security interests and liens, in and to the property of the Debtors
and their bankruptcy estates, whether acquired prior to, on, or
subsequent to the Petition Date.
The automatic stay provisions of Bankruptcy Code section 362 are
modified to permit the Debtors to (a) grant the Replacement Liens
as adequate protection to the Lien Holders, and (b) create, and the
Lien Holders to perfect, any and all liens, mortgagees and security
interests granted to The Lien Holders.
As additional adequate protection to HNB for the use of the HNB
Collateral including Cash Collateral, the Debtors will pay $1,000
to HNB per month.
A copy of the Court's prior cash collateral order is available at
https://bit.ly/37S5A1i from PacerMonitor.com.
About Contract Transport Services
Contract Transport Services, Inc. -- http://www.ctsoh.net-- is a
Cleveland-based passenger transportation company that began in
1997. It regularly provides transport for hotels all over NE Ohio
as well as popular venues throughout the region.
Contract Transport filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
20-14502) on Oct. 6, 2020. Contract Transport President William
Madachik signed the petition.
At the time of the filing, the Debtor disclosed $252,528 in total
assets and $3,907,364 in total liabilities.
Judge Price Smith oversees the case. Frederic P. Schwieg, Attorney
at Law serves as the Debtor's legal counsel.
CRCI LONGHORN: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of CRCI Longhorn Holdings, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
CRCI Longhorn Holdings, Inc. ("CLEAResult)" B3 corporate family
rating reflects its limited scale, elevated debt-to-EBITDA
leverage, and reliance on face-to-face interactions with customers
to perform energy audits and other field work that was negatively
impacted largely in 2Q2020 due to the coronavirus pandemic. The CFR
is supported by adequate liquidity, with a fully available
revolving credit facility, and benefits from a leading market
position in the niche energy efficiency program outsourcing
industry and has no near-term debt maturities. The ratings remain
constrained by the fragmented and competitive nature of the
industry it serves, some level of ongoing cost inflation, and
potentially aggressive financial policies under private equity
ownership.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
DTI HOLDCO: Moody's Completes Review, Retains Caa2 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of DTI Holdco, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Current: DTI Holdco, Inc.'s Caa2 Corporate Family Rating reflects
high debt-to-EBITDA leverage along with unsustainability of the
company's capital structure absent a material increase in earnings
or a more material balance sheet restructuring. Additionally, the
rating considers uncertainty around timing of cash collections from
its insurance carrier related to a cyberattack in early 2020 and
operations within a highly competitive legal services industry with
weak operating margins relative to industry peers. Alternatively,
the company's rating benefits from its global presence within the
legal services market, service line diversity and long-standing
customer relationships with moderate customer concentration.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
E.Y. REALTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: E.Y. Realty, LLC
20 Holm Court
Malden, MA 02148
Chapter 11 Petition Date: March 2, 2021
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 21-10267
Debtor's Counsel: Gary W. Cruickshank, Esq.
GARY W. CRUICKSHANK
21 Custom House Street
Suite 920
Boston, MA 02110
Tel: 617-330-1960
E-mail: gwc@cruickshank-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yim Kun Yu, manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/ROGIG5Y/EY_Realty_LLC__mabke-21-10267__0001.0.pdf?mcid=tGE4TAMA
EATING RECOVERY: Moody's Hikes CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of ERC Finance,
LLC's the parent company of Eating Recovery Center LLC ("ERC")
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. Moody's also upgraded the instrument
ratings on the company's first lien senior secured debt to B2 from
B3. The rating outlook is stable.
"The upgrade reflects Moody's expectation that ERC will continue to
see EBITDA growth from the facility expansions and upgrades made
over the last several years, ongoing cost saving initiatives, as
well as strong demand for the company's services, which will result
in further improvement in ERC's credit metrics," said Vladimir
Ronin, Moody's lead analyst. "However, Moody's expects ERC will
remain highly leveraged, as the company will return to its
aggressive expansion strategy over the next 12-18 months," added
Ronin.
Moody's expects ERC will maintain adequate liquidity over the next
12-18 months. The company's liquidity is supported by approximately
$16 million of cash on balance sheet as of September 30, 2020, and
expectations of modestly consumptive free cash flow over the next
12 months, related in large part to the material investments the
company will make to execute its growth strategy. However, majority
of these investments could be tempered if necessary, as was the
case during 2020. ERC's liquidity is further supported by
approximately $15 million of availability under its $30 million
revolver, as of September 30, 2020, (after consideration of letters
of credit), along with full availability under its $30 million
delayed draw term loan due September 2024. Moody's expects the
company to successfully address the maturity of its revolver, which
will expire in September 2022.
Moody's took the following rating actions on ERC Finance, LLC.:
Upgrades:
Issuer: ERC Finance, LLC
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD3) from B3 (LGD3)
Outlook Actions:
Issuer: ERC Finance, LLC
Outlook, Remains Stable
RATINGS RATIONALE
ERC's B3 CFR reflects the company's high financial leverage with
pro forma adjusted debt/EBITDA of 7.1x for the twelve months ended
September 30, 2020, on Moody's adjusted basis. Moody's expects ERC
will return to elevated capital expenditures to open new facilities
and upgrade existing facilities in its core eating disorders
segment, as well as in adjacent mood and anxiety disorder segment,
which will result in material cash consumption. Further, there is
the risk that the company will fail to earn an adequate return on
its facility investments, as the aggressive growth and evolving
strategy could lead to under-utilization of facility capacity. The
rating is also constrained by the company's modest absolute size
and concentrated service line offering. However, the rating is
supported by ERC's good reputation in the eating disorder
facilities market, diversity in its customer base, favorable
industry tailwinds and a largely in-network commercial payor base.
The company has an expanding national presence, although it
maintains considerable concentration in the states of Colorado,
Texas, Illinois and Washington.
The stable outlook reflects Moody's view that leverage will remain
high but that the company's growth strategy will result in EBITDA
growth, increase in scale and that liquidity will remain at least
adequate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's expansion strategy
fails to produce profitable revenue growth or leads to operating
disruption. If ERC engages in debt-financed acquisition or
dividends, the ratings could also be downgraded. Further, weakening
of liquidity or sustained negative free cash flow could lead to a
downgrade.
The ratings could be upgraded if ERC materially increases its size
and scale. In addition, an upgrade would require good liquidity,
including sustained positive free cash flow. Quantitatively, an
upgrade would require debt/EBITDA sustained below 5.5 times along
with financial policies that support credit metrics at these
levels.
Social and governance considerations are material to ERC's credit
profile. The rating reflects negative social risk as a result of
the coronavirus outbreak. Nonetheless, Moody's believes that
service providers treating eating disorders and mood and anxiety,
generally face lower social risks than many other healthcare
providers. Further, ERC faces considerable social risk as a
provider of services to a fragile patient population. Any incident,
such as a patient injury or report of inappropriate care at one of
ERC's facilities, could result in increased regulatory burden,
investigations, and/or negative publicity.
Among governance considerations, ERC's financial policies under
private equity ownership are aggressive, reflected in high initial
debt levels following the leveraged buy-out, as well as a strategy
to supplement organic growth with incremental debt.
Headquartered in Denver, Colorado, ERC Finance, LLC is the parent
company of Eating Recovery Center LLC. ERC is a provider of
specialized eating disorder treatments for conditions including
anorexia, bulimia, binge eating, as well as mood and anxiety
comorbidities. The company operates 27 treatment facilities across
7 states. Services provided include acute/in-patient care,
residential, partial hospitalization, and intensive outpatient. The
company was acquired by equity sponsor CCMP Capital and management
in September 2017. For the twelve months ended September 30, 2020,
net revenues were approximately $232 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
EL BUCANERO CATERING: Hires Landrau Rivera & Associates as Counsel
------------------------------------------------------------------
El Bucanero Catering Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Landrau Rivera &
Assoc. as its legal counsel.
Landrau Rivera & Assoc. will render these legal services:
(a) advise the Debtor regarding its duties and powers in its
Chapter 11 case under the laws of the United States and Puerto Rico
where it conducts its business or where it is involved in
litigation;
(b) advise the Debtor whether a reorganization is feasible
and, if not, assist the Debtor in the orderly liquidation of its
assets;
(c) assist the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan;
(d) prepare legal documents;
(e) appear before the bankruptcy court, or any court in which
the Debtor asserts a claim interest or defense directly or
indirectly related to its bankruptcy case;
(f) employ other professionals to complete the Debtor's
financial reorganization; and
(g) perform other legal services.
The hourly rates of Landrau Rivera & Assoc.'s counsel and staff are
as follows:
Noemi Landrau Rivera, Esq. $200
Josue A. Landrau Rivera, Esq. $175
Legal and Financial Assistants $75
In addition, the firm will seek reimbursement for fees and
expenses.
The Debtor paid a retainer of $10,000.
Noemi Landrau Rivera, Esq., an attorney at Landrau Rivera & Assoc.,
disclosed in court filings that the firm and its members are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Noemi Landrau Rivera, Esq.
Landrau Rivera & Assoc.
P.O. Box 270219
San Juan, PR 00927-0219
Telephone: (787) 774-0224
Facsimile: (787) 793-1004
Email: nlandrau@landraulaw.com
About El Bucanero Catering
El Bucanero Catering Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-00484)
on Feb. 18, 2021. At the time of the filing, the Debtor disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range.
The Debtor is represented by The Law Offices of Landrau Rivera &
Assoc.
EMPLOYBRIDGE LLC: Moody's Completes Review, Retains B2 CFR
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Employbridge LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
EmployBridge, LLC's B2 corporate family rating is constrained by
the continued economic uncertainty driven by the COVID-19 pandemic
that created weak employment conditions in the early stages of the
pandemic and resulted in revenue and earnings declines primarily in
Q2 2020. Supporting the rating is the expectation that long term
revenue and earnings growth should return given improving revenue
trends and recent cost savings initiatives in response to the
economic slowdown. The company has approximately $200 million in
total cash and ABL availability as of September 2020 which should
provide adequate liquidity provisions to support operations in
2021. The rating is also supported by the company's good size and
leading position in the US light industrial and clerical staffing
markets.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ENDURANCE INT'L: Moody's Completes Review, Retains B3 CFR
---------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Endurance International Group Holdings, Inc. and other
ratings that are associated with the same analytical unit. The
review was conducted through a portfolio review discussion held on
February 23, 2021 in which Moody's reassessed the appropriateness
of the ratings in the context of the relevant principal
methodology(ies), recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Endurance International Group Holdings, Inc. ("Endurance;" dba
newfold digital) B3 Corporate Family Rating reflects the company's
high financial leverage, integration risks associated with the
combination of web.com and the web presence segment of Endurance
International Group, Inc.'s operations within the highly
competitive web services industry, and risks around aggressive
financial strategies under financial sponsor ownership. Positively,
the rating considers the company's enhanced scale and market
position as the third largest provider of web services, a highly
diversified customer base with recurring and predictable
subscription oriented revenues, opportunities for significant cost
savings from the combination, and Moody's expectations for good
liquidity and strong free cash flow generation.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ENRAMADA PROPERTIES: Seeks Approval to Hire Real Estate Agent
-------------------------------------------------------------
Enramada Properties seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Jimmy Alexander of
Allstars Realty as its real estate agent.
The agent will market the Debtor's property located at 2714
Lanfranco St., Los Angeles.
The agent will receive a 3 percent commission on the sales price.
Mr. Alexander disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The agent can be reached at:
Jimmy Alexander
Allstars Realty
13915 San Antonio Dr.
Norwalk, CA 90650
Phone: (562) 863-5857
About Enramada Properties
Whittier, Calif.-based Enramada Properties, LLC holds a joint
tenancy interest in a property in Los Angeles, which is valued at
$325,000. It also owns in fee simple two real properties in
Whittier worth $1.1 million.
Enramada Properties filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 19-19869) on Aug. 22, 2019. In its
petition, the Debtor listed total assets of $1,429,000 against
total liabilities of $1,724,414. Sylvia Novoa, managing member,
signed the petition.
Judge Julia W. Brand oversees the case.
Andrew S. Bisom, Esq., at The Bison Law Group, serves as the
Debtor's bankruptcy counsel.
FIBERCORR MILLS: Allowed to Use Cash Collateral Until April 21
--------------------------------------------------------------
Judge Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, authorized Fibercorr Mills, LLC
and its affiliated Debtors to use cash collateral through April 21,
2021, pursuant to a Stipulation between the Debtor, the Committee
of Unsecured Creditors, and Premier Bank fka First Federal Bank of
the Midwest, successor by merger to Home Savings Bank fka Premier
Bank & Trust.
The Debtor was authorized to use cash collateral pursuant to the
approved Budget, which included payments to Premier Bank.
The hearing on the Debtors' continued use of cash collateral is
scheduled for April 20, 2021 at 2 p.m. The deadline for the filing
of objections to the Debtor's use of cash collateral is April 16,
2021 at 4 p.m.
A full-text copy of the Stipulation and Order, dated March 2, 2021,
is available for free at https://tinyurl.com/5y2j3z7e from
PacerMonitor.com.
About Fibercorr Mills, LLC
FiberCorr Mills, LLC and its affiliates filed Chapter 11 petitions
(Bankr. N.D. Ohio Lead Case No. 20-61029) on June 17, 2020. At the
time of filing, FiberCorr Mills had estimated assets of between $1
million and $10 million and liabilities of between $1 million and
$10 million.
FiberCorr Mills -- http://www.fibercorr.com-- is a Massillon,
Ohio-based manufacturer of corrugated cardboard products. The Shew
family bought the FiberCorr business from Georgia-Pacific in
February 2000. Cherry Springs of Massillon II is the owner of real
property consisting of FiberCorr's business premises. Shew
Industries, LLC is the parent company of the other debtors.
Judge Russ Kendig oversees the case.
The Debtors tapped Anthony J. Degirolamo Attorney at Law as their
bankruptcy counsel; and The Phillips Organization as their
financial advisor.
The U.S. Trustee for Region 9 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee is
represented by:
Richard S. Lauter, Esq.
LEWIS BRISBOIS BISGAARD & SMITH LLP
550 West Adams Street, Suite 300
Chicago, IL 60661
Telephone: 312-463-3437
Email: richard.lauter@lewisbrisbois.com
Premier Bank f/k/a First Federal Bank of the Midwest is represented
by:
Melody A. Dugic, Esq.
HENDERSON, COVINGTON, MESSENGER, NEWMAN
& THOMAS CO. LPA
6 Federal Plaza Central, Suite 1300
Youngstown, OH 44503
Telephone: 330-744-1148
Email: mdugic@hendersoncovington.com
FIRST ADVANTAGE: Moody's Completes Review, Retains B2 CFR
---------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of First Advantage Holdings, LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
First Advantage Holdings, LLC B2 Corporate Family Rating reflects
its industry leading EBITDA margins, a strong global market
position and screening capabilities with good end-user industry
diversification, long standing relationships with its blue-chip
customers, high retention rates and no significant customer
concentration. However, its elevated debt-to-EBITDA leverage,
modest operating scale in a highly competitive and fragmented
market segment, a narrow product focus and private equity ownership
that could lead to persistent elevated leverage levels constraints
its credit rating.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
FRANCESCA'S HOLDINGS: April 2 Plan Exclusivity Extension Sought
---------------------------------------------------------------
Francesca's Holdings Corporation and its affiliated Debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit votes on a Chapter 11 plan to
July 1, 2021, and August 30, 2021, respectively.
The Debtors currently have until April 2, 2021 to file a chapter 11
plan, and until June 1, 2021 to solicit votes on the plan.
"The Debtors have made substantial progress in these cases. As of
the Petition Date, the Debtors operated approximately 558 boutiques
nationwide. During the first three months of these cases, the
Debtors and their advisers spent significant time stabilizing the
Debtors' business and preparing it for its ultimately successful
sale. This included the filing of numerous 'first day' and 'second
day' motions that were necessary to facilitate a smooth transition
into chapter 11, all of which have been approved by the Court on a
final basis. The Debtors also spent significant time preparing and
filing their Schedules of Assets and Liabilities and Statement of
Financial Affairs, closing numerous underperforming boutiques and
rejecting the leases related to such boutiques, and filing a motion
establishing deadlines and procedures for filing proofs of claim in
these chapter 11 cases. The majority of the Debtors' time and
resources since the Petition Date has been spent pursuing a sale of
substantially all of the Debtors' assets as a going concern. Among
other things, the Debtors sought and received approval for bidding
procedures to govern the sale, negotiated the terms of numerous
asset purchase agreements with potential buyers of the Debtors'
assets, held a multi-day auction, and ultimately selected
Francesca's Acquisition, LLC and Tiger Capital Group, LLC as the
successful bidder for the Debtors' assets. On January 22, 2021,
the Court entered an order approving the Sale Transaction, and on
January 30, 2021, the Debtors and the Buyer consummated the Sale
Transaction. Since the Closing Date, the Debtors have been working
with the Buyer to negotiate the potential assumption of over 400
leases that the Buyer designated as 'Retained Contracts' in
connection with the Sale Transaction," the Debtors say.
The Debtors further say they "have expended significant efforts to
analyze their lease portfolio, consummate the Sale Transaction,
transition the Debtors' business to the Buyer, and wind down the
Debtors' estates. Accordingly, the Debtors submit that their
demonstrated progress to date supports the extension of the
Exclusivity Periods."
A hearing on the Debtors' Motion is scheduled for March 18, 2021 at
10 a.m. The deadline for the filing of objections on the Debtors'
Motion is March 11 at 4 p.m.
A full-text copy of the Debtors' Motion to Extend is available at
https://tinyurl.com/yfzyvpv9 from Stretto.
About Francesca's Holdings
Francesca's Holdings Corporation -- https://www.francescas.com/ --
is a specialty retailer that operates a nationwide-chain of
boutiques providing a diverse assortment of apparel, jewelry,
accessories and gifts. As of Dec. 1, 2020, the Debtor operates 558
boutiques in 45 states and the District of Columbia, and also
serves customers through www.francescas.com, the Debtor's
e-commerce website, and its recently launched mobile app.
Francesca's Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets of
$264.7 million and total liabilities of $290.5 million as of Nov.
1, 2020.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped O'Melveny & Myers LLP and Richards, Layton &
Finger P.A. as legal counsel, FTI Capital Advisors LLC as financial
advisor and investment banker, and A&G Realty Partners as real
estate advisor. Bankruptcy Management Solutions Inc. is the notice,
claims and balloting agent.
FRICTIONLESS WORLD: Committee Hits Banjo Indemnity Claim
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Frictionless
World, LLC's case responds to Daniel Banjo's objection to the
adequacy of the First Amended Disclosure Statement.
Mr. Banjo filed the Objection despite the clear terms of his
agreement to settlement of this matter, among others, memorialized
of record before this Honorable Court on January 21, 2021, at the
hearing on the Trustee's 9019 Motions.
The lone "disclosure" argument by Banjo is the asserted absence of
any reference in the Disclosure Statement to a certain section in
the Debtor's operating agreement regarding indemnification.
Banjo did not file a proof of claim in the case and the only claim
scheduled by the Debtor in favor of Banjo was disallowed by the
Court when Banjo failed to respond to the Committee's objection to
that claim.
On February 25, 2021, the Committee's counsel offered to include
language in the Disclosure Statement in order to resolve the
Objection. Banjo's counsel declined to provide such language for
inclusion, stating:
"[o]n second thought, the indemnification/advancement of funds
issues will affect the Plan/DS, however the plan proponents should
already have done this analysis. It is a consensual plan between
the creditors and Trustee, so it makes no sense for me to insert
language that the multiple offices working on this must already
have considered. I look forward to any proposed revisions. If not,
we can just see what the judge wants to do."
The Committee says it is not required to provide alleged
evidentiary support in the Disclosure Statement for the benefit of
one claimant but is required to provide creditors with such
information as they may need to understand the Plan and assess (a)
how the Plan might impact their claims and interests and (b)
whether to vote for the Plan. It is inconceivable that required
"adequate information" in a disclosure statement could encompass an
invalid general unsecured claim that has not even been filed.
Prior to the Objection, Banjo had only recently filed the Banjo
Administrative Claim which, even if allowed, will have no
meaningful effect on the overall creditor body.
The Committee points out that the Objection by Banjo relates to a
specific section of the Debtor's Operating Agreement which he
apparently will rely upon in support of the Banjo Indemnity Claim.
Inclusion in the Disclosure Statement of the amorphous,
unsubstantiated, unliquidated, and unfiled Banjo Indemnity Claim is
gross "overkill" and not necessary for creditors to understand the
Plan and decide whether to vote for it.
The Committee notes further that any Banjo Indemnity Claim, even if
filed, would be disallowed under Sec. 502(d) of the Code and
subordinated, due to the estate's many avoidance and other claims
against Banjo.
Therefore, the Committee submits that any claims by Banjo, even if
allowed, would be entirely offset by the Estate's claims against
him.
Co-Counsel for Official Committee of Unsecured Creditors:
Stephen M. Packman, Esq.
Douglas G. Leney, Esq.
ARCHER & GREINER, P.C.
Three Logan Square
1717 Arch Street, Suite 3500
Philadelphia, PA 19103
Telephone: (215) 963-3300
E-mail: spackman@archerlaw.com
dleney@archerlaw.com
-and-
Risa Lynn Wolf-Smith, Esq.
HOLLAND & HART LLP
555 17th Street, Suite 3200
Denver, CO 80202
Telephone: (303) 295-8000
E-mail: rwolf@hollandhart.com
About Frictionless World
Frictionless World, LLC -- https://www.frictionlessworld.com/ --
provides professional grade outdoor power equipment, replacement
parts for tractors, hitches and agricultural implements, gate and
fence equipment, lithium ion powered tools, and ice fishing
equipment. It offers brands such as Dirty Hand Tools, RanchEx,
Redback, Trophy Strike and Vinsetta Tools.
Frictionless World sought Chapter 11 protection (Banks. D. Col.
Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is
the case judge. In the petition signed by CEO Daniel Banjo, the
Debtor disclosed total assets of $14,600,503 and total liabilities
of $17,364,542.
The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as
bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2
Advisors, LLC as financial advisor; and Three Twenty-One Capital
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 20, 2019. JW
Infinity Consulting LLC, is the financial advisor to the
Committee.
Tom Connolly was appointed as Chapter 11 trustee effective as of
October 1, 2020. The trustee is represented by Faegre Drinker
Biddle & Reath, LLP.
FRIENDLY VILLAGE: Force 10 Partners Got Buyer for Property
----------------------------------------------------------
Creating a new chapter in the complicated history of Friendly
Village MHP Associates, L.P., Force 10 Partners served as
court-appointed financial advisors to secure a stalking horse bid
and purchaser of the property, resulting in an $11 million
transaction.
To attract the highest bidder, Force 10 communicated with more than
200 potential purchasers/bidders and managed a complex due
diligence process for the sale, which entailed financial, real
property, engineering, and geotechnical material.
"The tougher the circumstances, the more value we can add and
impact we can make," said Force 10 co-founder Adam Meislik, who led
the team across a two-year-long process.
ACI Friendly Village, a newly formed California nonprofit public
benefit corporation, won with a $11 million bid. ACI Friendly
Village was created by Affordable Communities, Inc. and affiliated
companies, which acquire and manage mobile home parks to preserve
affordable housing. ACI's principal, Maurice Priest, told the
court that he intends to "manage, operate, and maintain the
property, so that families can continue to live there and not lose
the investment they have made in their homes."
"We knew this unique property required a unique buyer, and we are
pleased that ACI, with its excellent track record of restoring
dignity to distressed mobile home parks, will help start a new and
brighter future," said Michael VanderLey, a partner at Force 10
also working on the transaction.
After tenants sued Friendly Village MHP, it filed for Chapter 7
bankruptcy protection in October 2018. A $56.4 million settlement
in November 2019 resolved the lawsuit. Together with other
proceeds, the sale will fund the settlement.
About Friendly Village MHP, Associates
On Oct. 2, 2018, Friendly Village MHP Associates, L.P., filed a
voluntary petition under Chapter 7 of Title 11 of the United States
Code. Initially, Karen S. Naylor was appointed as the Chapter 7
Trustee. On Oct. 5, 2018, Ms. Naylor resigned, and Richard A.
Marshack was appointed as the Chapter 7 Trustee.
About Force 10 Partners LLC
Force Ten Partners, LLC, is an advisory firm with deep domain
knowledge in financial and operational corporate restructuring,
valuation, forensic accounting, and complex litigation support.
Force 10 serves middle-market companies as well as their creditors,
stakeholders, and professionals by providing turnaround-management
services (CRO), financial advisory services, expert witness
support, and investment banking and M&A advisory services.
FTI CONSULTING: Moody's Completes Review, Retains Ba1 CFR
---------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of FTI Consulting, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
FTI Consulting, Inc.'s Ba1 Corporate Family Rating reflects the
company's established market position in the global business
advisory space with a diversified mix of counter-cyclical and
pro-cyclical service offerings which provides some level of
stability through economic cycles, strong credit metrics and good
liquidity with a balanced financial strategy. The rating also
considers the event driven nature of the company's service
offerings that can be difficult to predict, modest revenue scale,
operations in a highly competitive industry, and a highly fixed
cost structure with profitability that depends on effective
utilization of its key revenue-producing professionals.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
GENUINE FINANCIAL: Moody's Completes Review, Retains Caa1 CFR
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Genuine Financial Holdings, LLC and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
23, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Genuine Financial Holdings, LLC's (dba "HireRight") Caa1 Corporate
Family Rating reflects Moody's expectation of higher leverage due
to EBITDA deterioration over the past year, operating headwinds in
the background screening sector, its operations within highly
competitive and fragmented market segments, its modest operating
scale and narrow product focus as well as potentially aggressive
financial policies under private equity ownership. However,
HireRight's ratings benefits from a strong global market position
and screening capabilities, with good end user industry
diversification, long standing relationships with its blue-chip
customers, good retention rates and no significant customer
concentration. Additionally, the rating considers its proven
capacity to manage its cost base in challenging economic
environments with continuous focus on efficiency improvements and
asset-lite operating model with a highly variable cost structure
and good EBITDA margin.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
GI REVELATION: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of GI Revelation Acquisition LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
GI Revelation Acquisition LLC's (dba "Consilio") B3 Corporate
Family Rating reflects the company's persistently high financial
leverage, operations within a highly competitive e-Discovery market
marked by pricing pressure and fluctuating customer demand, and its
presence in an event driven industry which limits earnings
visibility. The rating is supported by Consilio's strong
competitive within a fragmented and growing market for e-Discovery,
long-standing customer relationships with high revenue retention,
and expectations for an improvements in free cash flow and
liquidity.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
GIA REDEVELOPMENT: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Gia Redevelopment, LLC
530 S. Lake Ave
Pasadena, CA 91101
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11639
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Robert Altagen, Esq.
ROBERT S ALTAGEN
1111 Corporate Center Drive #201
Monterey Park, CA 91754
Tel: (323) 268-9588
E-mail: robertaltagen@altagenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeff Thompson, managing member.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6IYQIIQ/GIA_REDEVELOPMENT_LLC__cacbke-21-11639__0001.0.pdf?mcid=tGE4TAMA
GLOBAL TOWN: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Global Town, LLC
5101 N. Harwood, Ste. 1210
Dallas, Texas
Type of Business: Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B))
Involuntary Chapter 11
Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case Number: 21-30363
Judge: Hon. Stacey G. Jernigan
Petitioner: RKCJ, LLC
1801 E. Wheatland
Dallas, TX 75241
Petitioner's
Nature of Claim &
Claim Amount: Second Lien on 24.5 acres,
$2 million
Petitioner's Counsel: Kevin S. Wiley, Sr., Esq.
WILEY LAW GROUP, PLLC
325 N. St. Paul, Ste. 2250
Dallas, TX 75201
Tel: 214-537-9572
E-mail: kwiley@wileylawgroup.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QOHC3PY/Global_Town_LLC__txnbke-21-30363__0001.0.pdf?mcid=tGE4TAMA
GO DADDY: Moody's Completes Review, Retains Ba2 CFR
---------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Go Daddy Operating Company, LLC and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
23, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Go Daddy Operating Company, LLC's Ba2 Corporate Family Rating
reflects expectations for high single digit topline growth driven
by a highly recurring revenue stream and high customer retention
rates. Additionally, the rating reflects the company's strong
market position as the largest provider of web services, very good
liquidity and strong cash flow generation relative to debt. The
company is expected to maintain very good liquidity with balanced
financial policies and operate within public leverage metrics.
Conversely, the ratings are constrained by the company's moderately
high financial leverage, its presence within a highly competitive
web services industry, and its exposure to small and medium sized
businesses that remain vulnerable to the COVID-19 pandemic.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
GORHAM PAPER: Seeks June 2 Plan Exclusivity Extension
------------------------------------------------------
Gorham Paper and Tissue LLC and its affiliated Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods for filing a Chapter 11 plan and soliciting
acceptances to the plan through June 2, 2021 and August 2, 2021,
respectively.
On December 18, 2020, the Bankruptcy Court entered the Order (I)
Authorizing and Approving (A) the Sale of Substantially All of the
Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances,
and Interests and (B) the Assumption and Assignment of Certain
Contracts and Leases, and (II) Granting Related Relief, which,
among other things, authorized the Debtors to sell substantially
all of their assets to Gorham Acquisition, LLC. The Sale closed on
December 31, 2020.
The Debtors tell the Court that both before and after the Closing
Date, they have worked with various interested parties, including
the Committee and Zohar III, Limited, regarding a potential Chapter
11 plan of liquidation to effectuate the Debtors' Chapter 11 exit
strategy and ensure that payments can be made to the remaining
creditors of the estates. The Debtors says those efforts, most
recently, culminated with the settlement among the Debtors, the
Committee, Zohar III, and Ankura Trust Company, LLC, which the
Court approved through entry of an order on February 17, 2021. The
agreement provided for, among other terms, the infusion of more
than $1 million of cash back into the estates to fund the Debtors'
winddown and chapter 11 exit strategy. The Debtors add that both
before and after the settlement agreement was entered into and
approved, they have engaged in significant efforts to collect
outstanding accounts receivable, evaluate potential preference
claims, and resolve administrative expense and other claims against
the estates -- all in an effort to reach a consensual exit plan
from Chapter 11. "The relief requested in this Motion is intended
to preserve the value of the Debtors' significant efforts so far,
while also affording the Debtors a reasonable amount of additional
time to continue executing their chapter 11 strategy without
interference from a competing plan," the Debtors contend.
A full-text copy of the Motion of Debtors for Entry of an Order
Extending the Exclusivity Periods for the Filing of a Chapter 11
Plan and Solicitation of Acceptances Thereof, dated March 2, 2021,
is available for free at https://tinyurl.com/kk8b5p6z from Donlin
Recano.
About Gorham Paper and Tissue
Founded in 2011, Gorham Paper and Tissue LLC --
http://www.gorhampt.com/-- operates a paper mill and manufactures
customized tissues, towels and specialty packaging.
Gorham Paper and Tissue and affiliate White Mountain Tissue, LLC
sought Chapter 11 protection (Bankr. D.N.H. Lead Case No. 20 12814
and 20-12815) on Nov. 4, 2020. Gorham Paper was estimated to have
assets of $1 million to $10 million and liabilities of $50 million
to $100 million.
The Hon. Karen B. Owens is the case judge.
The Debtors tapped Bernstein, Shur, Sawyer & Nelson, P.A. as their
bankruptcy counsel, Polsinelli PC as local counsel, and B. Riley
Securities as investment banker. Donlin Recano & Company, Inc. is
the claims and noticing agent.
On Nov. 10, 2020, The U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors. Reed Smith is the
committee's legal counsel.
GRACE DENTAL: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Grace Dental, P.A.
5979 Vineland Road, Suite 205
Orlando, FL 32819
Business Description: Grace Dental, P.A. --
https://dentistorlandoflorida.com --
operates a general dentistry practice that
specializes in oral health, prevention,
diagnosis, and treatment with issues of
teeth, gums, and mouth. The Debtor
encompasses all areas of oral surgery,
cosmetic, pediatric, periodontal,
orthodontics, endodontics, TMJ/TMD,
geriatrics.
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-00895
Debtor's Counsel: Todd L. Budgen, Esq.
BUDGEN LAW
PO Box 520546
Longwood, FL 32752
Tel: (407) 481-2888
Fax: (407) 392-2231
E-mail: tbudgen@mybankruptcyfirm.com
Total Assets: $155,165
Total Liabilities: $1,398,938
The petition was signed by Gabriel Sangalang, director.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q5BIXWQ/Grace_Dental_PA__flmbke-21-00895__0001.0.pdf?mcid=tGE4TAMA
GREAT OUTDOORS: Moody's Rates New Term Loan 'B1', Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Great Outdoors
Group, LLC's (GAO, f.k.a. Bass Pro Group, L.L.C's) proposed term
loan. Concurrently, Moody's affirmed the company's Ba3 corporate
family rating and Ba3-PD probability of default rating. The outlook
remains stable.
Proceeds from GAO's proposed $4.5 billion term loan due 2028 and
$1.2 billion balance sheet cash will be used to refinance the
company's existing $4.1 billion term loan due 2024, pay for its
Sportsman's Warehouse acquisition, fund a minority shareholder
equity redemption and general corporate purposes.
Moody's took the following rating actions for Great Outdoors Group,
LLC:
Corporate family rating, affirmed Ba3
Probability of default rating, affirmed Ba3-PD
Senior secured term loan B due 2028, assigned B1 (LGD4)
Outlook, remains stable
The rating on the existing term loan due 2024 will be withdrawn at
close.
RATINGS RATIONALE
GAO's Ba3 CFR is supported by its well-recognized brand names and
leading position in the outdoor recreational products retail
sector. The company's margins benefit from its sizable and stable
credit card income stream and significant owned brand penetration.
In addition, GAO's business model as a destination experiential
retailer sets it apart from mass market and big box competitors
that do not provide the level of in-store customer service that is
the foundation underpinning its loyal customer base. Further, its
diverse product assortment and value price points mitigate earnings
pressure in economic downturns. The Sportsman's Warehouse
acquisition will further increase GAO's scale and is a good
strategic fit, since it serves a very similar customer demographic
and expands the company's presence into complementary geographic
regions. Given the successful integration of Cabela's since its
2016 acquisition, Moody's expects Sportsman's Warehouse integration
risk to be modest and synergies to be realized over time from cost
reductions and introducing GAO's owned brands.
GAO's credit profile is constrained by its high leverage. Moody's
estimates pro-forma debt/EBITDA to be 4.4x and EBIT/interest
expense 2.6x, based on GAO's preliminary 4Q 2020 results and
Sportsman's Warehouse LTM Q3 2020. GAO's revenues and company
adjusted EBITDA grew by approximately 15% and 32% respectively in
2020, as a result of pandemic-driven lifestyle changes and
increased participation in outdoor activities. However, operating
performance could weaken over the next 12-24 months once health and
safety concerns abate, leading consumers to pivot back to other
spending categories such as travel and entertainment. Moody's
projects leverage increasing towards 4.9x and EBIT/interest expense
declining to 2.2x. The rating also reflects the company's
aggressive financial strategies, including its use of cash flow and
incremental debt for member distributions, redemption of preferred
and common equity interests issued by Bass Pro's parent. In
addition, as a retailer, Bass Pro needs to make ongoing investments
in its brand and infrastructure, as well as in social and
environmental drivers including responsible sourcing, product and
supply sustainability, privacy and data protection. The company's
ongoing offering of firearms and ammunition at a time when several
other large retailers have reduced their offerings in the category
also represents a social consideration.
Moody's expects the company to have good liquidity over the next
12-18 months. Moody's expects free cash flow to be modestly
positive in 2021. Liquidity will also be supported by access to an
undrawn $1.275 billion asset-based revolver, Moody's expects to
have ample availability at all times.
The stable outlook reflects Moody's expectation that despite a
likely normalization in demand in the outdoor, firearms and sports
categories in 2021 following the surge in 2020, credit metrics will
remain in line with the Ba3 rating and the company will have good
liquidity over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if operating performance materially
deteriorates, financial policies become more aggressive, or
liquidity weakens. Quantitatively, the ratings could be downgraded
if Moody's-adjusted debt/EBITDA is sustained above 5.5x or
EBITA/interest expense is below 1.75x.
The ratings could be upgraded if the company demonstrates the
ability and willingness to reduce debt/EBITDA (on a Moody's
adjusted basis) below 4.0x and EBITA/interest expense above 2.5x on
a sustained basis, while maintaining good liquidity.
Headquartered in Springfield, Missouri, Great Outdoors Group LLC
(GAO, f.k.a. Bass Pro Group, L.L.C's), a wholly-owned subsidiary of
The Great American Outdoors Group LLC, operates Bass Pro Shops and
Cabela's, retailers of outdoor recreational products throughout the
US and Canada. The company also manufactures and sells recreational
boats and related marine products under the Tracker, Mako, Tahoe,
Nitro, Ranger Boats, and Triton brand names. The company also owns
the Big Cedar Lodge in Ridgedale, Missouri and Big Cypress Lodge in
Memphis, Tennessee. Bass Pro is majority owned by its founder, John
Morris. Pro-forma for the Sportsman's Warehouse acquisition,
revenues were approximately $8.8 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
HALO BUYER: Moody's Completes Review, Retains B3 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Halo Buyer, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Halo Buyer's B3 corporate family rating is constrained by its high
debt-to-EBITDA, our expectation for lower revenue and earnings
prospects due to challenging conditions in the cyclical promotional
products industry and private equity ownership with an aggressive
financial policy evidenced by debt funded acquisitions. However,
the CFR benefits from its good position as a distributor/sales and
order management organization in the highly fragmented promotional
products space, limited capital expenditure requirements enhancing
free cash flow generation capabilities and a largely variable cost
structure resulting from mostly commission-based compensation of
Account Executives.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
HERTZ GLOBAL: Files Plan to Sell to Certares, Knighthead
--------------------------------------------------------
Hertz Global Holdings, Inc. (OTCPK:HTZGQ) on March 2, 2021,
announced that it has reached a key milestone in the Company's
Chapter 11 process by filing its proposed Plan of Reorganization
("Plan") and related Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware.
The proposed Plan contemplates that Knighthead Capital Management,
LLC and its affiliates ("Knighthead") and Certares Opportunities
LLC and its affiliates ("Certares") will serve as the Plan Sponsors
and will commit to invest up to $4.2 billion to purchase up to 100%
(but not less than a majority) of the common stock of the
reorganized Hertz. This proposed investment, if consummated, will,
together with a new $1 billion first-lien financing, a new $1.5
billion revolving credit facility, and a new asset-backed
securitization facility to finance Hertz's U.S. vehicle fleet,
provide the basis for the proposed Plan and the funding needed for
Hertz to complete its financial restructuring and emerge from
Chapter 11 in early to mid summer. The equity investment will take
the form of a direct purchase of up to approximately $2.3 billion
of common equity of reorganized Hertz, together with a commitment
to backstop a rights offering for up to approximately $1.9 billion
of common equity in reorganized Hertz, which will be made available
to unsecured creditors as part of the Plan. The proposed Plan is
subject to Court approval and the satisfaction of certain
conditions, including all conditions to the Plan Sponsors'
commitment, which is subject to, among other things, the completion
of satisfactory documentation and due diligence.
The proposed Plan would provide for a new, sustainable capital
structure that would substantially reduce Hertz's corporate debt
and provide for a less leveraged vehicle debt structure. If
confirmed, the proposed Plan would provide for the payment in cash
in full of all of Hertz's existing first- and second-lien debt and
all administrative and priority claims, including the obligations
owed under Hertz's $1.65 billion debtor-in-possession facility.
Confirmation of the proposed Plan would also result in a 70% cash
recovery to general unsecured creditors (including the guarantee of
the EUR725 million Euronote facility issued by Hertz's affiliate,
HHN), subject to the right of the holders of funded unsecured debt
claims to elect to take a portion of their recovery in the form of
common equity in reorganized Hertz. In addition, it is
contemplated that certain obligations of Hertz's international
businesses, which are not in Chapter 11, will be restructured on a
consensual basis.
Overall, the proposed Plan will enable Hertz to exit Chapter 11
stronger both financially and operationally.
The next step in this process is for the Bankruptcy Court to
approve the terms of the Plan Sponsors' proposed investment, the
Disclosure Statement and creditor solicitation materials at a
hearing scheduled for April 16. Assuming Court approval, the
Disclosure Statement and Plan will be mailed to Hertz's creditors
for a vote and the Court will schedule a hearing to confirm the
Plan. Changes may be made to the Plan and Disclosure Statement
prior to final creditor and Court approval.
Paul Stone, Hertz's President and Chief Executive said, "We are
excited to reach this important milestone in our restructuring
process. Our Plan of Reorganization provides us a clear path
forward to completing our financial restructuring and emerging from
Chapter 11 by early to mid summer. The support of the Plan sponsors
demonstrates their confidence in Hertz's growth potential;
moreover, they bring valuable experience in the travel and leisure
industry."
Stone continued, "We've been making excellent progress on our
financial and operational initiatives and repositioning our
business as we prepare for increased travel demand as the pandemic
subsides. We're grateful for the commitment of our exceptional
employees and teams around the world working tirelessly to maintain
smooth operations with safe and outstanding service to our
customers. We would like to thank our customers, franchise
partners, vendors and other business partners for their continued
support and loyalty. Based on actions we've taken during the
restructuring process, we believe Hertz will be well-positioned to
resume growth and secure the long-term success of our iconic
brand."
Certares and Knighthead have recently formed the CK Opportunities
Fund, a co-managed vehicle specifically dedicated to investments in
travel and leisure. Knighthead is a leading credit-investment
management firm established in 2008 with $5.5 billion of assets
under management. Certares is a private investment platform
dedicated to investing in the travel, tourism and hospitality
sectors with approximately $4.5 billion of assets under
management.
For the Court documents or filings, please visit
https://restructuring.primeclerk.com/hertz or call (877) 428-4661
(toll-free in the U.S.) or (929) 955-3421 (from outside the U.S.).
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
IG INVESTMENTS: Moody's Completes Review, Retains B3 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of IG Investments Holdings, LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
IG Investments Holdings, LLC's ("Insight Global") B3 corporate
family rating is constrained by a weakening in employment
conditions caused by the coronavirus pandemic, its vulnerability to
the cyclical nature of the employment staffing industry, a moderate
degree of customer concentration and aggressive financial policies
favoring shareholders evidenced by a willingness to incur debt to
fund dividends. However, Insight Global benefits from good organic
growth prospects in 2021 relative to other staffing, good operating
scale in a highly fragmented industry and a lack of near term
maturities.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
INMAR INC: Moody's Completes Review, Retains B3 CFR
---------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Inmar, Inc. and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Inmar, Inc.'s B3 corporate family rating is broadly constrained by
an expectation for continued leverage elevation driven by
coronavirus pandemic impacts, a financial policy that embraces the
use of debt, an ever-evolving digital landscape requiring
technological investments, and customer spending compression as
media types for promotions continues to evolve in one of its
smaller revenue segments. Though growing, the company's revenue
base is small and has modest customer concentration. The company's
credit profile benefits from its competitive position in core
markets, diversified customers, recurring revenue based on
contracts, positive trends in the company's healthcare segment, and
expected growth in the company's digital offerings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
IQOR US: Moody's Completes Review, Retains Caa1 CFR
---------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of iQor US, Inc. (New) and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
iQor US, Inc. Caa1 Corporate Family Rating reflects its highly
leveraged capital structure, modest scale with significant customer
concentration and operations in the highly competitive and
fragmented business process outsourcing market. Additionally,
continued operating uncertainty due to weak consumer spending
environment, contraction in the media and telecom sectors and lower
collection volumes due to the coronavirus pandemic is also expected
to constrain the company's credit metrics. iQor benefits from its
global market coverage with a long-tenured and diversified customer
base and historically high renewal rates, a significant amount of
debt and leverage reduction and management's good business
execution following emergence from bankruptcy as well as solid
contract pipeline with Moody's expectation for long-term favorable
trends in the customer care services industry due to the ongoing
increase in outsourcing.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
JASON'S HAULING: Can Use Cash Collateral Until March 10
-------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, authorized Jason's
Hauling to use cash collateral on an interim basis pending a
further hearing to be conducted by the Court on March 10, 2021 at
10:00 a.m.
World Global Capital LLC d/b/a 1 West Financial filed an objection
to the Debtor's motion to use cash collateral. The Court overruled
the objection as to the interim relief granted under the terms of
the Court's Interim Order. However, the issues raised in the
Objection will be subject to further consideration by the Court at
the Continued Hearing, along with the supplemental briefing, and
any briefing filed by any other Interested Party.
The Debtor, World Global and any other Interested Party were
permitted to submit supplemental briefing on the issues raised in
the Motion and the Objection. Judge Williamson said that any brief
to be submitted by the Debtor or any Interested Party other than
World Global must be submitted on or before March 5, 2021. He
added that any responsive brief to be submitted by World Global
must be submitted on or before March 9, 2021.
The Debtor was authorized to use Cash Collateral including, without
limitation, cash, deposit accounts, accounts receivable, and
proceeds from its business operations in accordance with the
approved Budget, so long as the aggregate of all expenses for each
week do not exceed the amount in the Budget by more than 10% for
any such week on a cumulative basis.
The approved Budget provided for total operating expenses in the
amount of $54,243.09 for the week ending March 5, and $48,722.59
for the week ending March 12.
Interested Parties comprised of the Office of the United States
Trustee for the Middle District of Florida, Commercial Credit Group
Inc., 1 West, Pearl Delta Funding, LLC, Flash Funding Services Inc.
and the U.S. Small Business Administration, are granted a
replacement lien in and upon all of the categories and types of
collateral in which they held a security interest and lien as of
the Petition Date to the same extent, validity, and priority that
they held as of the Petition Date.
A full-text copy of the Interim Order, dated March 2, 2021, is
available for free at https://tinyurl.com/j2svy9n3 from
PacerMonitor.com.
About Jason's Hauling
Jason's Hauling, Inc. sought protection under Chapter 11 of the
Bankruptcy Code on February 23, 2021 (Bankr. M.D. Fla. Case No.
21-00843). The petition was signed by H. Jason Freyre, Jr.,
president. At the time of the filing, the Debtor estimated its
assets and liabilities at $1 million to $10 million. The Debtor is
represented by Scott A. Stichter, Esq. at Stichter, Riedel, Blain &
Postler, P.A.
KAMC HOLDINGS: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of KAMC Holdings, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
KAMC Holding's Inc.'s ("Franklin Energy") B3 corporate family
rating reflects our expectation of elevated debt-to-EBITDA. The
overall impact of the coronavirus outbreak on revenue, the
fragmented and highly competitive industry and some degree of
product concentration also constrains the CFR. However, Franklin
benefits from its rates of growth, which meaningfully outpaced
industry rates, management willingness to mitigate the coronavirus
outbreak impacts and the company's strong niche market position and
recurring revenues.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
KLX ENERGY: Schedules Annual Meeting for June 8
-----------------------------------------------
The board of directors of KLX Energy Services Holdings, Inc. is set
to hold the Company's Annual Meeting of Stockholders on June 8,
2021, at a time and location to be specified in the Company's proxy
statement for the 2021 Annual Meeting.
Because the date of the 2021 Annual Meeting represents a change of
more than 30 days from the anniversary date of the Company's 2020
Annual Meeting of Shareholders, in accordance with Rule 14a-5(f)
under the Securities Exchange Act of 1934, as amended, the Company
is giving notice of this change and is updating the applicable
deadlines for the submission of stockholder proposals for the 2021
Annual Meeting. Stockholders of the Company who wish to have a
proposal considered for inclusion in the Company's proxy materials
for the 2021 Annual Meeting pursuant to Rule 14a-8 must ensure that
their proposal is received by the Secretary of the Company at 1415
Louisiana Street, Suite 2900, Houston, Texas 77002, by the close of
business on March 8, 2021, which the Company has determined to be a
reasonable time before it expects to begin making its proxy
materials available. Rule 14a-8 proponents and the proposals they
submit must also comply with the requirements of Rule 14a-8 and
other applicable laws in order to be eligible for inclusion in the
Company's proxy materials for the 2021 Annual Meeting. The March
8, 2021 deadline will also apply in determining whether notice of a
stockholder proposal is timely for purposes of exercising
discretionary voting authority with respect to proxies under Rule
14a-4(c) under the Exchange Act.
In addition, in accordance with the requirements contained in
Bylaws of the Company, stockholders who wish to nominate a person
for election as a director or bring other business that is a proper
subject for stockholder action before the 2021 Annual Meeting
outside of Rule 14a-8 must ensure that written notice (including
all of the information specified in the Bylaws) of such nomination
or other proposal is received by the Secretary of the Company at
the address specified above no later than the close of business on
March 8, 2021. Any such nomination or other proposal must meet the
requirements set forth in the Bylaws in order to be brought before
the 2021 Annual Meeting.
About KLX Energy
Headquartered in Wellington, Florida, KLX Energy Services Holdings,
Inc. is a provider of diversified oilfield services to leading
onshore oil and natural gas exploration and production companies
operating in both conventional and unconventional plays in all of
the active major basins throughout the United States. The Company
delivers mission critical oilfield services focused on drilling,
completion, intervention and production activities for the most
technically demanding wells from over 60 service facilities located
in the United States. KLXE's complementary suite of proprietary
products and specialized services is supported by technically
skilled personnel and a broad portfolio of innovative in-house
research and development, manufacturing, repair and maintenance
capabilities.
As of Oct. 31, 2020, KLX Energy had $397.6 million in total assets,
$82.6 million in total current liabilities, $243.6 million in
long-term debt, $0.1 million in deferred income taxes, $9.4 million
in other non-current liabilities, and $61.9 million in total
stockholders' equity. KLX Energy recorded a net loss of $96.4
million for the year ended Jan. 31, 2020.
* * *
As reported by the TCR on Oct. 16, 2020, Moody's Investors Service
(Moody's) downgraded KLX Energy Services Holdings, Inc.'s (KLXE)
Corporate Family Rating (CFR) to Caa1 from B3. "KLXE's downgrade
reflects its deteriorating leverage metrics amid a challenging
operating environment, while operating cash flow improvement is
reliant on achieving synergies after combining with Quintana Energy
Services," commented Amol Joshi, Moody's vice president and senior
credit officer.
In April 2020, S&P Global Ratings lowered its issuer credit rating
on KLX Energy Services Holdings Inc., a U.S.-based provider of
onshore oilfield services and equipment, to 'CCC+' from 'B-'.
"Demand for onshore U.S. oilfield services collapsed along with oil
prices. The recent fall in oil prices has led many E&P companies
to announce material cuts to capital spending plans, leading us to
reduce our demand expectations for the oilfield services sector.
We now expect oilfield services demand could decline by about 30%
in the U.S. in 2020, with further downside risk if the current weak
price environment remains for a prolonged period," S&P said.
L.G. STECK: Creditor Craft3 Opposes to Disclosure Statement
-----------------------------------------------------------
Craft3, Class 3 creditor, objects to the Disclosure Statement
regarding the Plan of Reorganization filed by debtor L.G. Steck
Memorial Clinic, P.S., d/b/a Steck Medical Group, and in support,
states as follows:
* The equity ownership of the debtor referenced as Class 6
throughout the Disclosure Statement and Plan is not identified as
to the parties holding the equity interest, nor their relative
shares, nor the amounts proposed to pay to them for services and/or
any other basis during the plan.
* The payments to the owners of Class 4 claims are stated in
Plan Section 8.1 to receive an initial payment roughly 90 days
after the effective date, while Exhibit B to the Disclosure
Statement shows an initial payment not until one year after the
effective date. That conflict should be clarified.
* The estimated payments to the owners of Class 4 claims are
not identified as to the percentage likely to be paid, particularly
given the high percentage to be paid to the administrative
convenience class.
* Exhibit A, the claim descriptions show the medical building
partnership filed claim of only $25,000, compare to what the debtor
scheduled of $1.5 million dollars. That discrepancy is not
explained unless it represents the significantly greater claim of
Dr. Harley Miller as opposed to the scheduled amount shown for his
claim.
A full-text copy of the Creditor's objection dated Feb. 25, 2021,
is available at https://bit.ly/3sHZlVS from PacerMonitor.com at no
charge.
Attorneys for Creditor Craft3:
Douglas P. Cushing, WSBA #23392
doug.cushing@jordanramis.com
JORDAN RAMIS PC
Two Centerpointe Dr., 6th Floor
Lake Oswego, Oregon 97035
Telephone: (503) 598-7070
Facsimile: (503) 598-7373
About L.G. Steck Memorial Clinic
L. G. Steck Memorial Clinic, P.C., is a professional service
corporation that provides health care services. The Company was
incorporated in 1977 and does business as The Steck Medical Group.
L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No.
19-43334) on Oct. 17, 2019 in Tacoma, Washington. In the petition
signed by Hugo De Oliveira, chief administrative officer, signed
the petition, the Debtor was estimated with assets between $500,000
and $1 million, and liabilities between $1 million and $10 million.
The case is assigned to Judge Mary Jo Heston. THE TRACY LAW GROUP
PLLC is the Debtor's counsel.
L.G. STECK: Harley Miller Opposes to Disclosure Statement
---------------------------------------------------------
Harley Miller, M.D., objects to the Disclosure Statement of debtor
L.G. Steck Memorial Clinic, P.S., d/b/a Steck Medical Group.
Dr. Miller requests that the Disclosure Statement and Chapter 11
Plan be amended in two different manners:
* First, neither the Disclosure Statement nor the Plan
provides to pay the priority claim of the Department of Labor. The
Claims Table provided by the Debtor, dated January 29, 2021, does
not reflect the Amended Proof of Claim filed by the Department of
Labor. The Disclosure Statement needs to disclose the extent, if
any, that the Debtor failed to fund its retirement plan after the
Petition Date.
* Second, Dr. Miller requests that the Disclosure Statement
and Plan provide that the Reorganized Debtor's payment to the IRS
be applied to extinguish all trust fund tax debts prior to
commencement of payment of the non-trust fund portion of the tax
debts owed.
A full-text copy of Dr. Miller's objection dated Feb. 25, 2021, is
available at https://bit.ly/3dXFVIp from PacerMonitor.com at no
charge.
Counsel for Dr. Miller:
MORTON MCGOLDRICK, PLLC
820 "A" Street, Suite 600
P.O. Box 1533
Tacoma, WA 98401
(253) 627-8131
About L.G. Steck Memorial Clinic
L. G. Steck Memorial Clinic, P.C., is a professional service
corporation that provides health care services. The Company was
incorporated in 1977 and does business as The Steck Medical Group.
L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No.
19-43334) on Oct. 17, 2019, in Tacoma, Washington. In the petition
signed by Hugo De Oliveira, chief administrative officer, signed
the petition, the Debtor was estimated with assets between $500,000
and $1 million, and liabilities between $1 million and $10 million.
The case is assigned to Judge Mary Jo Heston. THE TRACY LAW GROUP
PLLC is the Debtor's counsel.
LUCID ENERGY: Fitch Affirms & Withdraws 'B-' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings of Long-Term
Issuer Default Rating (IDR) of Lucid Energy Group II Borrower,
LLC's (Lucid), including the Long-Term Issuer Default Rating (IDR)
at 'B-' and the senior secured rating at 'B-'/'RR4'. The Rating
Outlook has been revised to Positive from Negative.
The ratings and Outlook reflect Lucid's strong volume achieved in
3Q20 and Fitch's expectation that Lucid's leverage (total adjusted
debt to operating EBITDAR) will trend below 7.0x for YE20 and YE21
given 3Q20 information provided by the company and the revised
volume outlook. Fitch previously stated 7.0x leverage as a
sensitivity for positive rating action.
During 3Q20, Lucid's throughput volumes increased by 35% quarter
over quarter (qoq) to approximately 915 MMcf/d, as shut-in volumes
returned to Lucid's system and new well completions resumed. As of
November 2020, Lucid also recorded exit volume at above
approximately 1,000 mmcfpd. Additionally, Lucid also commissioned
its 230 mmcfpd Red Hills V Plant during 4Q20, boosting total
capacity to 1,160 mmcfpd. As of 3Q20, Fitch calculated Lucid's
leverage to be approximately 7.0x.
Fitch forecasts Lucid's leverage to trend below 7.0x for both YE20
and YE21, supported by a throughput volume level above 900 mmcfpd
in Q420 and 2021 as well as improved gross margin seen in recent
quarters. However, Fitch believes that there are heightened
uncertainties surrounding future capex allocation by Lucid's E&P
producer customers given the recent consolidation that occurred to
some of the players. Additionally, the recent severe weather event
in Texas could pose some operational disruption for Lucid in 1Q20.
Fitch's price deck for oil and natural gas establishes guideposts
for the execution of Fitch's policy of rating through the cycle.
The price deck serves as the main basis for the new Fitch forecast.
Producer commentary is also used, based on producer commentary
throughout the Permian basin, and including some of Lucid's
customers.
Lucid's ratings have been withdrawn for commercial reasons.
KEY RATING DRIVERS
Deleveraging underpinned by Volume Growth: Fitch calculated Lucid's
3Q20 leverage (total adjusted debt/adjusted EBITDAR) to be
approximately 7x, an improvement in leverage from above 9.5x in
YE19. The deleverage was driven by a significant increase in
volumes from 4Q19 to 3Q20 and cost reduction efforts. During 3Q20,
as shut-in volumes returned to Lucid's system and new well
completions resumed, Lucid's throughput volumes increased by 35%
qoq to approximately 915 MMcf/d, the highest throughput level
achieved by the company in a quarter since its inception. Despite
curtailed drilling activities by E&P producer customers, Lucid was
able to grow its volume during 2H20 as some of its producer
customers completed their drilled but uncompleted wells (DUCs).
Lucid also commissioned its 230 mmcfpd Red Hills V Plant during
4Q20, boosting total capacity to 1,160 mmcfpd. Based on 3Q20
company information, Lucid recorded a run rate of above 1,000
mmcfpd as of Nov. 26, 2020.
Under Fitch's revised volume forecast and assumptions, Fitch
projects Lucid's 4Q20 and 2021 throughput volume to average above
3Q20's, resulting in leverage trending below 7.0x at YE21.
Additionally, Lucid's FFO fixed-charge coverage is also expected to
stay above 2.0x in the near term. Fitch notes that there is still a
backlog of DUCs inventory under Lucid's dedicated acreage that
would allow Lucid to sustain its current volume flow through 2021
as its producer customer continue to complete the DUCs. However,
there are heightened uncertainties surrounding future capex
allocation by some of the Lucid's major E&P counterparties given
their recent corporate transactions, in Fitch's view. Reallocation
of capital by producers to their other drilling sites will
contribute to upstream production underperformance at Lucid's
system. Fitch does not assume Lucid will construct any new
processing plants in the agency's rating case. An unfavorable
regulatory environment could also pose operational challenges in
the outer years.
Mostly Fee-Based Contracts: Lucid generates a high percentage of
cash flow under fixed fee contracts with its counterparties. While
Lucid has continued to reduce its exposure to commodity-based
contracts, Lucid still has a material hybrid POP contract remaining
with a major customer. These PoP contracts expose Lucid to changing
commodity prices. Specifically, Lucid, in exchange for processing
services provided, takes title to a portion of the natural gas
liquids and natural gas processed. In the previous years, commodity
price exposure is one factor driving a decline in expected EBITDA
compared with what Fitch previously estimated. The company has
roughly 973,000 acres dedicated on its system with a weighted
average contract life of approximately seven years remaining. Two
large-volume contracts have dedications that expire at or after
late 2024, which, if the gathering network is not dense, could
cause a competitor to take these customers for new well-connects.
Customer Concentration: Lucid is not dependent on a single
counterparty for the majority of its volumes, though it does have
concentrated customer exposure to three investment-grade E&P
producer customers. Three E&P producers accounted for more than 60%
of Lucid's volume in 2020 in Fitch's rating case. However,
offsetting some of the customer concentration risk is that the
contract with its largest customer is underpinned by minimum volume
commitment (MVC). The MVC level accounted for approximately 20% of
Lucid's volume in 2020 under Fitch's rating case. For the past two
quarters, the producer customer has produced above the MVC level.
Adequate Liquidity in the Near term: Fitch expects Lucid's
liquidity to be adequate in the near term in the absence of any
major capex projects. As of 3Q20, Lucid had $55 million outstanding
under the revolving credit facility due in 2023. During 2Q20, Lucid
issued an $80 million senior secured term loan C due 2023 (unrated)
to finance the construction of its Red Hills V processing plant,
which was commissioned in November 2020. Under the current rating
case and volume projection, Fitch believes that Lucid will be able
to fund its 2021 debt service requirement, capex and working
capital with its internally generated cash flow. No additional gas
processing plant or major capex projects were assumed in Fitch's
forecast. While Fitch is projecting volume growth in 2021, Lucid's
capital structure may need to be proactively managed, if sector
headwinds return or volume and profitability fall off over the
medium term.
Fitch also notes that Lucid's two sponsors (Riverstone, Goldman)
previously approved further equity infusions during 2020. However,
this committed equity has yet to come into the possession of Lucid.
Both Lucid's sponsors have shown support in in the past years to
partially fund Lucid's processing plant buildout in 2018 and 2019.
Size and Scale: Lucid is a small gathering and processing service
provider that operates solely in the Northern Delaware region of
the Permian basin, and Fitch expects the company to generate an
annual EBITDA less than $200 million in the near term. Lucid's size
and scale is limited and generally consistent with a 'B' range IDR
within the midstream space. The lack of operational and geographic
diversity and EBITDA of below $200 million, though growing in 2020,
in Fitch's view, subject Lucid to outsized event risk and capital
market access risks should there be a slowdown in or longer-term
disruption of Midland Basin area production. The limiting factor is
somewhat offset by Lucid's geographic presence in the Permian,
where the basin growth profile still remains intact in the near
interim.
DERIVATION SUMMARY
Lucid' credit profile and ratings reflect its single territory,
high current leverage, and slightly concentrated customer credit
risk. The company's natural gas gathering and processing operations
are focused on a single-basin, the Permian. Generally, Fitch views
single basin focused midstream service providers as being
consistent with 'B' category IDRs.
Navitas (B/Stable) is a comparable for Lucid within the Midstream
space. Both entities are single basin, private equity backed G&P
companies operating in the Permian. Neither entities have fully
fee-based contract portfolios (in other words, all have a portion
of contracts directly exposed to commodity prices). While Navitas
benefits from MVC contracts, approximately 20% of Lucid's volume in
2020 was underpinned by MVC contract. Lucid's customer exposure is
also somewhat less risky than that of Navitas. Lucid's customer
exposure is concentrated at three large investment graded
counterparty. In terms of size, while Navitas is the smaller than
Lucid, it exhibits the stronger credit metrics with Fitch's
expectation that leverage will trend below 6.0x by YE21.
KEY ASSUMPTIONS
-- A Fitch price deck of Henry Hub natural gas prices of $2.45
per thousand cubic feet (mcf) in 2021 and over the long-term
and West Texas Intermediate oil prices of $42 per barrel (bbl)
in 2021, $47/bbl in 2022 and $50/bbl in 2023;
-- Production by customers for delivery into the Lucid systems in
2021 does not fall from the 2020 level; 4Q20 and 2021
throughout volume is expected to average above 950 mmcfpd; Low
to flat volume growth beyond 2021;
-- Capex level to be $70 million-$90 million in the forecast
years;
-- No additional G&P plant construction or major capex projects;
-- Dividends are not assumed in the model;
-- Deleveraging is supported by term loan amortization (1% per
annum);
-- Refinancing of outstanding revolver borrowings in 2023;
Redemption or refinancing of the senior secured term loan C
before or prior to its maturity in 2023;
-- The recovery analysis assumes that Lucid would be considered a
going-concern in bankruptcy. Fitch has assumed a 10%
administrative claim (standard). The going-concern EBITDA
estimate of $110 million- $115 million reflects Fitch's view
of a sustainable, post-reorganization EBITDA level, upon which
Fitch bases the valuation of the company. As per criteria, the
EBITDA reflects some residual portion of the distress that
caused the default. Additionally, the term loan B is secured
by assets other than which secure the $80 million Term Loan C.
The Term Loan C is secured by Red Hills IV and Red Hills V
plants as well as selected pipeline assets near these plants.
There are cross default in-place between the term loan;
-- An EV multiple of 6x is used to calculate a post
reorganization valuation and is in line with recent
reorganization multiples for the energy sector, including
three cases in the last five years from the midstream sector
in the U.S.
RATING SENSITIVITIES
Rating Sensitivities are not applicable, as the ratings have been
withdrawn.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Lucid to have adequate liquidity
to fund its debt service requirement, capex, and working capital in
2021 in the absence of a new plant construction or major capex
projects. As of Sept. 30, 2020, the company had a total of $55
million outstanding under its $100 million super secured revolving
credit facility maturing in 2023. During 2Q20, Lucid issued an $80
million senior secured term loan C due 2023 (unrated) to finance
the construction of its Red Hills V processing plant, which was
commissioned in November 2020. The revolving credit facility has
financial covenant of maximum super senior leverage ratio of 1.25x.
Previously, Lucid received equity contribution from its sponsors
Riverstone and Goldman in 2018 and 2019 to partially fund its
processing plant buildout.
The $950 million of senior secured term loan B and $125 senior
secured term loan B-2 facility have a manageable maturity. The term
loans have a debt service coverage ratio (DSCR) covenant threshold
of 1.1x, and Fitch expects Lucid to remain so throughout its
forecast period. The term loan requires a six-month debt service
reserve account (DSRA), as well as a cash flow sweep and mandatory
amortization of 1% per annum. The instrument that provides back-up
liquidity for the DSCR directed toward term loan holders is in the
form of cash at the borrower level and LOC issued by a bank. The
LOC is for an approximate $30 million-$35 million. The LOC is
written in favor of the collateral agent. The obligation to repay
the LOC resides at an entity above Lucid.
ESG CONSIDERATIONS
Lucid has an ESG Relevance Score of '4' for Group Structure and
Financial Transparency as private-equity backed midstream entities
typically have less structural and financial disclosure
transparency than publicly traded issuers. This has a negative
impact on the credit profile and is relevant to the rating in
conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Following the withdrawal of ratings for Lucid Energy, Fitch will no
longer be providing the associated ESG Relevance Scores.
MASHANTUCKET WESTERN: Moody's Rates Secured Term Loan B 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to Mashantucket (Western)
Pequot Tribe, CT's (Mashantucket) secured term loan B due February
2022. The rating assignment follows the company's recent maturity
extension on the term loan to February 2022 from February 2021.
Moody's views the extension as a continuation of a previous limited
default resulting from the company entering into an earlier
agreement with its bank lenders to extend the maturity of its term
loan B to February 16, 2021 from December 31, 2020.
Mashantucket conducts the gaming and resort operations of Foxwoods
Resort Casino through The Mashantucket Pequot Gaming Enterprise, a
wholly owned, unincorporated division of the Mashantucket (Western)
Pequot Tribal Nation. A portion of Foxwoods re-opened to the public
on June 1, 2020. The casino was closed on March 17, 2020 in
response to the COVID-19 pandemic.
Mashantucket's Ca Corporate Family Rating and negative rating
outlook are not affected. Approximately $254.8 million of the $275
million original term loan B amount was outstanding at Dec. 31,
2020. The company's other outstanding debt, totaling about $1.8
billion of junior note principal and accrued interest, is not
rated.
The Caa1 rating on the term loan is three notches above MPTN's CFR,
reflecting the first lien security interest in revenues and on
certain property and equipment. The rating on the term loan also
reflects the loss absorption provided by the substantial amount of
contractually subordinated debt.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Mashantucket (Western) Pequot Tribe, CT
Senior Secured Term Loan B, Assigned Caa1 (LGD2)
RATINGS RATIONALE
Mashantucket's Ca CFR considers that it is operating under a
forbearance agreement with its credit facility lenders that expires
on Feb. 16, 2022, and the cash portion of junior debt interest
payments has been blocked by the credit facility lenders. While
this blockage is not considered a payment default under the
company's bank agreement, junior debt indentures, and related
inter-creditor agreements, Moody's believes that Mashantucket will
ultimately go through a debt restructuring that will involve some
level of impairment to creditors. Key credit concerns also include
the significant negative earnings impact due to the coronavirus
pandemic.
Moody's analysis considers the effect on the performance of
Mashantucket from the current weak US economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. The gaming sector has been one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, the weaknesses in
Mashantucket's credit profile, including its exposure to travel
disruptions and discretionary consumer spending, have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and Mashantucket remains vulnerable to the
outbreak continuing to spread. Governance issues Moody's consider
to be key risks include high financial leverage and private
ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative rating outlook considers Moody's view that
Mashantucket will ultimately need to go through a debt
restructuring process that will involve some level of impairment to
creditors.
Ratings could be lowered if the forbearance agreement is not
renewed upon its expiration and the credit facility lenders were to
exercise certain default related remedies, or if recovery estimates
decline. A higher rating is possible to the extent any
restructuring or operational improvement results in a substantial
and sustainable reduction in leverage and improvement in free cash
flow.
The principal methodology used in these ratings was Gaming
Methodology published in October 2020.
The Mashantucket Pequot Tribal Nation conducts the gaming and
resort operations of Foxwoods Resort Casino through The
Mashantucket Pequot Gaming Enterprise, a wholly owned,
unincorporated division of The Mashantucket Pequot Tribal Nation.
Revenue for the 12 months ended Dec. 31, 2020 was approximately
$449 million.
McELRATH LEGAL: Pittsburgh Bankruptcy Firm Returns to Chapter 11
----------------------------------------------------------------
Justin Henry of Law.com reports that the Pittsburgh bankruptcy law
firm McElrath Legal Holdings has filed for Chapter 11 for the
second time.
McElrath Legal previously filed for bankruptcy in 2016 but failed
to keep up with payments of the resulting multiyear restructuring
plan.
The bankruptcy law firm filed for Chapter 11 bankruptcy in January
2021, for the second time in five years, after falling behind on
payments from its previous bankruptcy plan and accruing outstanding
payroll tax payments and penalties.
McElrath Legal Holdings, also known as the Law Offices of Paul
McElrath, filed for bankruptcy in January, with $343,292 in
unsecured claims from landlords, government entities and other
creditors, and only $156,897 in assets, according to a Feb. 3
filing with the U.S. Bankruptcy Court for the Western District of
Pennsylvania.
About McElrath Legal Holdings
Headquartered in Pittsburgh, Pennsylvania, McElrath Legal Holding,
LLC, is a law firm doing primarily chapter 13 debtor work.
McElrath Legal Holding filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 16-22568) on July 11, 2016, estimating
its assets at up to $50,000 and its liabilities at between $1
million and $10 million.
In the previous case, the Debtor won confirmation of a plan that
said (i) the lone secured creditor will be paid in full with
interest in six monthly payments, and (ii) unsecured creditors will
be paid (x) 100% with interest at 3.75% in 84 monthly payments, or
(y) 90% via a lump sum payment (28%) and the balance with interest
at 3.00% in 84 equal monthly payments, if the claimant releases its
claims against Paul W. McElrath, Jr., the sole owner of the
Debtor.
McElrath Legal Holdings again sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-20110) on Jan. 20,
2021.
Judge Carlota M. Bohm oversees the case.
Gary W. Short, Esq., which served as the bankruptcy attorney in the
previous case, is also representing the Debtor in the new case.
MERMAID BIDCO: Moody's Completes Review, Retains B2 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Mermaid Bidco Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Mermaid BidCo Inc.'s (dba Datasite Global Corporation ("Datasite"))
B2 Corporate Family Rating reflects its modest revenue base along
with revenue concentration in the financial services segment,
volatility to global capital markets activity, operations in a
fragmented and highly competitive market with risks to changes in
technology, and its high financial leverage. Conversely, Datasite's
rating benefits from its established market position in the
financial data room space, high customer renewal rates, strong
operating margins, and good liquidity.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
MILLS FORESTRY: Citizens Bank Objects to Classification of Claims
-----------------------------------------------------------------
Citizens Bank of Laurens County submits its objections to the First
Amended Disclosure Statement of Mills Forestry Service, LLC and
Sammy Clyde Mills III.
Citizens Bank objects to the classification of claims by Sammy
Clyde Mills III because it fails to include treatment for Claim
Numbers 15, 16 and 17.
Citizen Bank objects to the classification of claims by Mill
Forestry Services, LLC as Class 11 (a) and Class 11 (b) because
Mills Forestry Services, LLC is not indebted to Citizens Bank.
Citizens Bank objects to Exhibit A to the Disclosure Statement for
Sammy Clyde Mills Ill to the extent it does not reflect Claim
numbers 15, 16, and 17 of Citizens Bank.
Citizens Bank objects to Exhibit A to the Disclosure Statement for
Mills Forestry Services, LLC because it lists a claim of Citizens
Bank for which Mills Forestry Service, LLC has no obligation.
The Amended Disclosure Statement does not contain adequate
information as required under 11 U.S.C. Sec. 1125(a)(1).
Citizens Bank objects to Exhibit A to the Disclosure Statement for
Mills Forestry Service, LLC because it lists a Ford 8630 Tractor as
being owned by Mills Forestry Service, LLC but Sammy Clyde Mills,
Ill has represented he has ownership of the Ford 8630 Tractor.
Citizens Bank objects to the Disclosure Statement for failing to
disclose that Citizens Bank has a first priority lien on the 1994
John Deere Motor Grader Serial No.: 113978, 1999 John Deere
Bulldozer Serial No.: 6218, a 1997 John Deere Bulldozer Serial
No.:0044 and a Ford 8630 Tractor Serial No.:0089 pledged by Sammy
Clyde Mills, Ill to Citizens Bank.
Attorney for Citizens Bank:
Edward B. Claxton Ill
of Laurens County
Ga. State Bar #129151
P.O Box 16459
Dublin, GA 31040
(478) 272-9965
ebcatty@bellsouth.net
About Mills Forestry Service
Sammy Clyde Mills, III, is a resident of Kite, Georgia. He and his
mother each own 50% of the outstanding membership interests in
Mills Forestry Service, LLC, a Georgia limited liability company
that operates a timber harvesting and forest service business out
of Adrian, Georgia.
Mr. Mills and Mills Forestry Service sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No.
20-30046 and 20-30058) on March 7, 2020. At the time of the
filing, Mills Forestry disclosed assets of between $1 million and
$10 million and liabilities of the same range. Judge Edward J.
Coleman III oversees the cases. The Debtors tapped Stone & Baxter,
LLP as legal counsel.
MISSOURI JACK: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 13 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Missouri Jack, LLC.
About Missouri Jack
Earth City, Mo.-based Missouri Jack LLC, Illinois Jack LLC and
Conquest Foods, LLC are owners of 70 Jack In The Box restaurants in
Missouri and Illinois.
Missouri Jack and its affiliates sought Chapter 11 protection
(Bankr. E.D. Mo. Case Nos. 21-40540 to 21-40542) on Feb. 16, 2021.
The petitions were signed by Navid Sharafatian, the manager of TNH
Partners LLC. Missouri Jack listed assets and liabilities of $10
million to $50 million while Illinois Jack and Conquest listed
assets of $1 million to $10 million and liabilities of $10 million
to $50 million.
Judge Barry S. Schermer oversees the cases.
Leech Tishman Fischaldo & Lampl, Inc. and Summers Compton Wells,
LLC serve as the Debtor's lead bankruptcy counsel and local
counsel, respectively.
MKS REAL ESTATE: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: MKS Real Estate, LLC
9100 US Highway 287
Fort Worth, TX 76161
Business Description: MKS Real Estate, LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 21-40424
Judge: Hon. Edward L. Morris
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 1100
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
E-mail: eric@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luis Leal, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4NKIAVY/MKS_Real_Estate_LLC__txnbke-21-40424__0001.0.pdf?mcid=tGE4TAMA
MOBILE FUNDS: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Mobile Funds, LLC
1520 Matzenger Drive
Mobile, AL 36605
Business Description: Mobile Funds, LLC is is the owner of fee
simple title to a property located at 1520
Matzenger Drive, Mobile, Alabama valued at
$1.2 million.
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
Southern District of Alabama
Case No.: 21-10394
Judge: Hon. Jerry C. Oldshue
Debtor's Counsel: Barry A Friedman, Esq.
BARRY A FRIEDMAN & ASSOCIATES, PC
Post Office Box 2394
Mobile, AL 36652-6652
Tel: 251-439-7400
Fax: 251-432-2665
E-mail: bky@bafmobile.com
Total Assets: $1,340,701
Total Liabilities: $1,133,600
The petition was signed by Eldad Cohen, member.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DMXPRGQ/Mobile_Funds_LLC__alsbke-21-10394__0001.0.pdf?mcid=tGE4TAMA
MONAKER GROUP: Stockholders Elect Eight Directors
-------------------------------------------------
Monaker Group, Inc. held its 2021 Annual Meeting of Stockholders on
Feb. 24, 2021 at which the stockholders:
(1) elected William Kerby, Donald P. Monaco, Pasquale "Pat"
LaVecchia, Doug Checkeris, Simon Orange, Rupert Duchesne,
Robert "Jamie" Mendola, Jr., and Alexandra C. Zubko as
directors each to serve a term of one year and until their
respective successors have been elected and qualified, or
until their earlier resignation or removal; and
(2) ratified the appointment of TPS Thayer, LLC Certified Public
Accountants, as the Company's independent auditors for the
fiscal year ended Feb. 28, 2021; and
About Monaker Group
Headquartered in Weston, Florida, Monaker Group, Inc. --
http://www.monakergroup.com-- is a technology-driven company
focused on delivering innovation to the alternative lodging rental
(ALR) market. The proprietary Monaker Booking (MBE) provides
access to more than 3.2 million instantly bookable vacation rental
homes, villas, chalets, apartments, condos, resort residences, and
castles. MBE offers travel distributors and agencies an industry
first: a customizable, instant-booking platform for alternative
lodging rental.
Monaker Group reported a net loss of $9.45 million for the year
ended Feb. 29, 2020. As of Nov. 30, 2020, Monaker had $32.40
million in total assets, $12.72 million in total liabilities, and
$19.68 million in total stockholders' equity.
Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated May 29, 2020, citing that the Company has an
accumulated deficit and limited financial resources. This raises
substantial doubt about its ability to continue as a going concern.
MY FL MANAGEMENT: Can Use Cash Collateral Until April 30
--------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized MY FL Management, LLC to
use cash collateral on an interim basis until April 30, 2021.
The Debtor was authorized use the Cash Collateral to operate in the
ordinary course of its business as provided in its Budget, subject
to a 10% variance.
A&D Mortgage LLC will receive monthly adequate protection payments
in the amount of $69,200. As additional adequate protection, A&D
was granted valid and perfected replacement liens on any and all of
the Debtor's property that A&D had valid and perfected liens on as
of the Petition Date.
The hearing on the Debtor's further use of cash collateral is
scheduled for April 29, 2021 at 1:30 p.m.
A full-text copy of the Second Interim Order, dated March 2, 2021,
is available for free at https://tinyurl.com/44bk734n from
PacerMonitor.com.
About My FL Management
MY FL Management LLC, owns Royal Beach Palace, a hotel located in
the residential Lauderdale-by-the-Sea, about a 10-minute walk to
the beach.
Fort Lauderdale, Florida-based MY FL Management LLC sought Chapter
11 protection (Bankr. S.D. Fla. Case No. 21-11028) on Feb. 2, 2021.
Yuri Gnesin, manager, signed the petition. The Debtor estimated
assets and debt of $1 million to $10 million as of the bankruptcy
filing.
The Debtor tapped Edelboim Lieberman Revah Oshinsky, PLLC as its
legal counsel and Karlinsky & Golub CPAs, PLLC as its accountant.
OCM SYSTEM: Moody's Completes Review, Retains B2 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of OCM System One Buyer, CTB, LLC and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
23, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
OCM System One Buyer CTB, LLC's (dba System One) B2 corporate
family rating is constrained by the company's elevated leverage,
limited revenue growth expectations in the low single digits, and
modest size in the very competitive and cyclical staffing industry.
However, the company's ratings are supported by its diverse end
markets, secular trends towards outsourcing, having a stable
backlog supporting revenues, mandatory debt amortization payments
not beginning until second half of 2021, and the resilient
performance during the coronavirus pandemic. The company's minimal
capital expenditure needs, and access to its $45 million revolver,
further support ratings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
ODYSSEY ENGINES: May Use Cash Collateral Thru March 31
------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, has authorized Odyssey Engines
LLC and affiliates to use cash collateral on an interim basis
through March 31, 2021.
The Debtors are authorized to use cash collateral in the ordinary
course of business in accordance with the budget, as well as
applicable US Trustee fees. No payments will exceed the line items
on the Budget by an amount exceeding to 5% of each line item. The
Debtors may seek exceptions to the permitted variance, either from
Synovus Bank or Preferred Bank, or failing that, from the Court.
The Debtors have represented that there is no unencumbered Cash
Collateral emanating from any alleged collateral of Preferred.
Thus, the Debtors are not authorized to use Preferred's Cash
Collateral.
As adequate protection, Synovus is granted a perfected first
priority post-petition security interest and lien in, to and
against Debtors' cash collateral to the same priority, validity and
extent that Synovus held a properly perfected pre-petition security
interest in the assets as its pre-petition lien, which are or have
been acquired, generated or received by the Debtors subsequent to
the Petition Date. The security interests are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of the security interests.
For the Interim Period, Synovus is deemed to be adequately
protected by the granting of a replacement lien and the equity
contributions from the Owners in addition to any additional
security it may have with respect to the indebtedness owed to it,
and any equity cushion.
As further adequate protection, if and in the event that the "Miami
Air" receivable is received by the Debtors (in the expected amount
of $500,000), the Debtors are authorized and directed to pay the
outstanding 2019 real estate taxes on the 8050 NW 90th Street
property owned by Odyssey Real Estate Holdings, LLC (believed to be
approximately $250,000). In the event that the Miami AR is more
than $400,000 then the obligation to pay the RE Tax is absolute. If
it is less than $400,000, than the parties may negotiate
modifications, and if unable to do so, will bring the matter before
the Court.
If and to the extent that Court authority is necessary under
section 364 of the Code, the Debtors are authorized to borrow funds
from the Owners if and to the extent that post-petition cash flow
is insufficient to meet post-petition obligations (excluding debt
service). The Owners acknowledge that such loans presently have no
repayment terms and cannot be paid without Order of the Court but
that in no event will they be treated as administrative
obligations.
The Court will conduct the Next Hearing on the Debtors' use of Cash
Collateral on March 31 at 9:30 a.m.
A copy of the Order is available for free at https://bit.ly/3sKrDie
from PacerMonitor.com.
About Odyssey Engines LLC
Odyssey Engines, LLC and its affiliates own, lease, and maintain
aircraft engines. On June 23, 2020, Odyssey Engines and its
affiliates concurrently filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
20-16772). The petitions were signed by David Alan Boyer,
president. At the time of filing, each Debtor disclosed assets of
$1 million to $10 million and liabilities of $10 million to $50
million.
Judge Robert A. Mark oversees the cases. The Debtors have tapped
David R. Softness, P.A. as legal counsel; GGG Partners, LLC as a
chief restructuring officer; Bedford Advisers as financial advisor;
and Pat Duggins Consulting Services Inc. as an appraiser.
Synovus Bank is represented by Daniel Gold, Esq. --
Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as counsel.
Preferred Bank is represented by Daniel DeSouza, Esq. --
ddesouza@desouzalaw.com -- as counsel.
OMNIQ CORP: Discloses $3.5M Project with Metal Solutions Provider
-----------------------------------------------------------------
OMNIQ Corp. reported an expanded project with a total value of
approximately $3.5 million from a global metal solutions provider
and one of the largest metals services company in North America.
The original project was announced in September 2020, and the
customer has now chosen to implement an upgraded solution.
The customer serves over 100,000 of its own customers through over
300 locations in the U.S. and operations in over a dozen countries.
The company will use the hardware, software and services from OMNIQ
for the implementation of a new logistics program that enhances the
dissemination of information to their own customers about product
deliveries. With a strong focus on improving efficiencies and
quick delivery, the advanced logistics initiative will provide
their customers with real-time updates on deliveries of orders, as
well as telematics information from the delivery trucks.
"We are excited with the beginning of our 2021 fiscal year,
achieving over $17 million of new orders since January 1st and to
provide an upgraded solution to meet our customer's computing needs
supporting strategic efforts in achieving operational efficiency,"
said Shai Lustgarten, president and chief executive officer of
OMNIQ. "While we are always delighted to bring on new clients, we
enjoy getting deeper and wider with our customer base of industry
leading enterprises."
About OMNIQ Corp.
Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$40.33 million in total assets, $43.49 million in total
liabilities, and a total stockholders' deficit of $3.16 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OUTPUT SERVICES: Moody's Completes Review, Retains Caa2 CFR
-----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Output Services Group, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Output Services Group, Inc.'s ("OSG Billing Services") Caa2
corporate family rating is constrained by its very high leverage
due to the coronavirus pandemic, a highly competitive industry, and
weak liquidity. Aggressive financial governance further constrains
the ratings as management has been highly acquisitive and reliant
on achieving significant cost savings. However, the company's
credit profile benefits from high customer renewal rates, being
embedded into customers' billing operations, increased size through
integration of NCP and Communisis, and diverse customer end
markets.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
PAPER SOURCE: Files for Chapter 11 to Sell as Going Concern
-----------------------------------------------------------
Paper Source, Inc., a Chicago-based 158-store retailer of cards and
gifts, has sought Chapter 11 protection to close at least 11 stores
and sell the business to lenders led by lenders led by MidCap
Financial for a credit bid of up to $88.8 million, absent higher
and better offers.
Susan Lindstrom founded Paper Source in 1983, opening a single
store in Chicago to showcase the beauty of handcrafted papers from
around the world. Between 1983 and 2007, Ms. Lindstrom grew Paper
Source into a 27-store business before selling a majority stake in
the Company to Brentwood Associates, a Los Angeles-based private
equity firm. In 2013, funds affiliated with Investcorp
International Inc. acquired Paper Source from Brentwood.
Following the acquisition of 27 leases out of the chapter 11 cases
of former competitor Papyrus in March 2020, the retailer's
footprint expanded to 161 Paper Source locations.
At present, the Company has 158 stores, operating in 29 states and
the District of Columbia, with a significant presence in Virginia,
California, Illinois, Massachusetts, New York and Texas.
Paper Source's corporate headquarters is located in Chicago and the
Company operates a 150,000-square foot distribution center facility
in Forest Park, Illinois. As of the Petition Date, the Company
employs 1,700 employees in the United States.
Pandemic
Prior to the outbreak of the COVID-19 pandemic, the Debtors had
been enjoying rapid expansion and sustained sales growth, and had
recently undertaken a significant acquisition. However, as with
many other retail brands, the Debtors have sustained deep damage to
their finances and operations as a result of the ongoing COVID-19
pandemic.
In 2020, the Company had gross sales of $104 million, compared to
$153.2 million in 2019. This decline is a direct result of
government-mandated shut-downs, capacity restrictions and the
general decline of store traffic and purchasing brought on by the
ongoing COVID-19 pandemic.
Beginning in November 2020, the Company began working with its
investment banker to explore a sale of all or substantially all of
the Debtors' assets. Despite a robust marketing process conducted
by investment banker, by late January 2021 it was clear that the
sales process would not be generating any bids in excess of the
Prepetition First Lien Lenders' secured debt position.
Going Concern Sale
After considering its alternatives, the Debtors, in consultation
with their advisors, have determined that pursuing a going concern
Section 363 sale in chapter 11 represents the best path forward to
preserve and maximize value for the benefit of their stakeholders.
The Debtors have commenced Chapter 11 cases to implement a
comprehensive restructuring that will allow the Debtors to achieve
certain objectives that are critical to their survival:
(a) conduct a marketing process whereby the Debtors will seek to
sell all or substantially all of their assets to MidCap Funding
Investment XI LLC, an affiliate of MidCap Financial Trust -- which
is both the DIP Agent and Prepetition First Lien Agent -- or
another buyer;
(b) evaluate and rationalize the Debtors' real estate portfolio,
including renegotiating lease terms to align the Debtors' rent
expenditures with prevailing market rates; and
(c) continue operations without interruption, including
minimizing any potential adverse effects to the Debtors'
businesses, customers, employees, trade partners and other key
stakeholders.
The Debtors and their advisors negotiated extensively with their
prepetition first lien lenders to develop a strategy that maximized
recoveries for creditors and otherwise protected the interests of
the Company's other key stakeholders. The cornerstones of this
strategy are two-fold:
* First, the Debtors will conduct a postpetition marketing
process lasting 50 days which will provide sufficient time for the
Debtors and its advisors to obtain substantial lease concessions.
This process will supplement the thorough and extensive prepetition
marketing process that the Debtors launched in December 2020
whereby by the Debtors contacted nearly 140 potential acquirers.
* Second, the Debtors have entered into a "stalking horse"
agreement with MidCap Funding Investments XI LLC (the "Stalking
Horse Purchaser"). MidCap has agreed to credit bid an amount equal
to (a) the full amount of obligations under the DIP Facility in the
expected aggregate principal amount of$16.0 million and (b) up to
the full amount of the obligations under the Prepetition First Lien
Facility in the aggregate principal amount of $72.8 million as of
the Petition Date (together, the "Credit Bid").
To maximize the likelihood of generating value for the benefit of
enterprise-wide stakeholders as expeditiously as possible:
* The terms of the Stalking Horse APA do not require the
Debtors to pay any break-up fee, expense reimbursement, or other
forms of protections benefiting the Stalking Horse Purchaser.
* The Stalking Horse Purchaser is willing to consider bids for
less than the full amount of the Credit Bid.
* The Bidding Procedures allow for the possibility of Qualified
Bids to be financed by MidCap.
The Stalking Horse Agreement will help preserve estate value during
the sale process by providing assurance to employees, contract
counterparties, and other stakeholders that there will be a going
concern business that emerges from the Chapter 11 cases.
The Debtors anticipate a marketing and sales process that will last
85 days following the Petition Date, with a bid deadline of April
16, 2021, and an anticipated sale closing by May 26, 2021. After
consulting their real estate advisor A&G, the Debtors believe that
a marketing process of this length will give the Company sufficient
time to rationalize their lease portfolio, which will accrue to the
benefit of a third-party buyer pursuant to the contemplated sales
transaction.
Included in the first-day motions filed in bankruptcy court is a
motion to reject 11unexpired leases and immediately exit from those
underperforming store locations. A list of the 11 leases to be
rejected is available at https://bit.ly/3bVoZiT
$103M in Funded-Debt Obligations
As of the Petition Date, the Debtors' capital structure consists of
outstanding funded-debt obligations in the aggregate principal
amount of approximately $103.19 million:
* $15 million outstanding under the first-lien revolving credit
facility and $55.1 million outstanding under the first-lien term
loan facility, and $2.706 million outstanding under a first-lien
fourth amendment delayed draw term loan with MidCap Financial
Trust, as first lien agent.
* $30.382 million outstanding under a second lien term loan
facility with Victory Park Management, LLC, as administrative
agent.
About Paper Source
Paper Source, Inc., operates as lifestyle brand and retailer of
premium paper products, crafting supplies and related gifts,
including custom invitations, greeting cards and personalized
stationery and stamps. It sells fine and artisanal papers, wedding
paper goods, books and gift wrap through its 158 domestic stores
and its e-commerce website. The Company's administrative
headquarters is in Chicago.
Paper Source, Inc., and Pine Holdings, Inc., sought Chapter 11
protection (Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021.
Paper Source estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Keith L. Phillips is the case judge.
The Debtors tapped WILLKIE FARR & GALLAGHER LLP as bankruptcy
counsel; WHITEFORD TAYLOR & PRESTON LLP as bankruptcy co-counsel;
M-III ADVISORY, LP as restructuring advisor; and SSG CAPITAL
ADVISORS, LLC, as investment banker. A&G REAL ESTATE PARTNERS is
the real estate advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the
claims agent.
PARK PLACE: Moody's Completes Review, Retains B3 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Park Place Technologies, LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Park Place Technologies, LLC's B3 Corporate Family Rating reflects
its high pro-forma debt-to-EBITDA leverage following the completion
of Curvature, Inc. acquisition, execution risk associated with the
acquisition, its presence in the highly competitive third party
maintenance ("TPM") market segment and governance risks related to
the company's aggressive financial policies. However, Park Place's
CFR benefits from its strong position in the TPM market, enhanced
by the acquisition of Curvature, and relative business
predictability given its revenue driven sales model, which is
characterized by historically high retention rates and high renewal
rates.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
PATSY MCGIRL: April 6 Plan & Disclosure Hearing Set
---------------------------------------------------
On Feb. 24, 2021, debtor Patsy McGirl, LLC, filed a Chapter 11
Small Business Plan and a corresponding Disclosure Statement. On
Feb. 25, 2021, Judge Christopher M. Lopez conditionally approved
the Disclosure Statement and ordered that:
* March 30, 2021, is fixed as the last day for returning
ballots.
* March 30, 2021, is fixed as the last day for filing and
serving written objections to the disclosure statement.
* March 30, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the plan.
* April 6, 2021, at 1:00 p.m., is fixed for the hearing on
confirmation of the plan and final approval of the disclosure
statement.
A full-text copy of the order dated Feb. 25, 2021, is available at
https://bit.ly/2Od8Ayb from PacerMonitor.com at no charge.
About Patsy McGirl
Patsy's Pet Market is Katy's Local Pet Farmers Market filled with
wholesome, healthy dog and cat foods and unique specialty items.
As the neighborhood pet supply market, store owners Patsy McGirl
with more than 25 years in the pet industry and Alex McCray with
more than 15 years as a business development consultant bring a
combination of dynamic energy and distinctive skills necessary to
create a fast-growing, long-lasting natural pet provisions
company.
Patsy McGirl LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 20-32981) on June 9, 2020, disclosing under $1
million in both assets and liabilities. Judge Christopher M. Lopez
oversees the case. The Debtor is represented by the Law Office of
Margaret M. McClure; and Mueller Pye & Associates CPA, LLC as an
accountant to the Debtor.
PGX HOLDINGS: Moody's Completes Review, Retains Caa2 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of PGX Holdings, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
PGX Holdings, Inc.'s ("Progrexion") Caa2 Corporate Family Rating
reflects the company's unsustainable capital structure due to
Moody's expectations for continuing operating challenges from
declines in revenue and earnings. The rating also reflects the
overhang from the ongoing CFPB investigation that could lead to the
need for the company to change its business model. Positively, the
rating considers Progrexion's leading market position within the
credit repair services industry and strong profit margins despite
margin compression.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
PRA HOLDINGS: Moody's Puts Ba3 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of PRA Holdings, Inc.
and its subsidiaries (collectively "PRA") on review for upgrade
following an announcement by ICON Plc (Baa3 RUR-down), that it has
entered into a definitive agreement to acquire PRA. The ratings
placed under review for upgrade include the Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and Ba3 senior
secured credit facilities. There is no change to the SGL-1
Speculative Grade Liquidity Rating. The outlooks were revised to
Ratings Under Review from Stable.
On Feb. 25, 2021, PRA announced that ICON Plc (Baa3, RUR-down)
entered into a definitive agreement to acquire the company in a
cash and stock transaction valued at $12 billion. ICON will use a
combination of new debt, equity, and cash to fund the transaction,
with proceeds anticipated to fully repay PRA's existing debt. The
transaction was approved by both Boards of Directors and is still
subject to regulatory and shareholder approvals. The deal is
expected to close in the third quarter 2021.
Moody's took the following action on PRA Holdings, Inc. and
subsidiaries:
On Review for Upgrade:
Issuer: PRA Holdings, Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
Ba3
Probability of Default Rating, Placed on Review for Upgrade,
currently Ba3-PD
Issuer: Pharmaceutical Research Associates, Inc.
Senior Secured Revolving Credit Facility, Placed on Review for
Upgrade, currently Ba3 (LGD4)
Senior Secured Term Loan, Placed on Review for Upgrade, currently
Ba3 (LGD4)
Outlook Actions:
Issuer: Pharmaceutical Research Associates, Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: PRA Holdings, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Excluding the ratings review, PRA's Ba3 Corporate Family Rating is
supported by its track record of delivering strong revenue and
earnings growth. PRA has good size and scale among the largest
contract research organizations (CROs) with revenue of more than $3
billion and generates good free cash flow. Supported by favorable
industry dynamics, Moody's expects that PRA will continue to win a
steady volume of new business awards that will drive high single
digit revenue growth in 2021. PRA is also exposed to the risks
inherent in the contract research organization (CRO) industry,
including pricing pressure, volatility in biotech funding, and
project cancellations. PRA also competes with a small number of
large CRO players for clinical development work.
The review for upgrade reflects Moody's expectation that, should
the acquisition by ICON close, PRA's outstanding debt will be fully
repaid. It also takes into account that PRA will become part of a
larger company, representing the second largest business in the CRO
industry. The review for upgrade also reflects that regulatory and
shareholder approvals are required for the deal to close.
PRA Holdings, Inc., a subsidiary of PRA Health Sciences, Inc.
(collectively "PRA") is a contract research organization that
assists pharmaceutical and biotechnology companies in developing
and gaining regulatory approvals for drug compounds. PRA reported
total revenue of approximately $3.2 billion for the twelve months
ended December 31, 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
PROFESSIONAL HOSPITALITY: Unsecureds to Have 39% Recovery in 5 Yrs
------------------------------------------------------------------
Professional Hospitality, LLC d/b/a Village Casino Restaurant filed
with the U.S. Bankruptcy Court for the Western District of New York
a Combined Disclosure Statement and Chapter 11 Small Business Plan
of Reorganization dated Feb. 25, 2021.
The Debtor's present financial situation does not permit the Debtor
to propose a Plan which provides for payment in full to all of its
creditors. The Debtor is proposing a Plan which it believes will
pay all of its creditors more than they would have received if the
Debtor were to be liquidated under Chapter 7 of the Code.
Class 11 Class consists of all unsecured prepetition Claims against
the Debtor, including trade debt and all other Claims not
specifically addressed elsewhere in the Plan, but excluding the
general unsecured Claims of Insiders or Equity Interest Holders.
Claims in this Class are estimated to total approximately $129,556.
This Class is impaired under the Plan. The Plan contemplates that
a total of $50,000 will be distributed to such Claimants over a
period of five years, pro rata. No PrePetition interest will be
paid on such payments. The Debtor estimates that this will
represent a distribution to unsecured creditors of the Debtor of
approximately 39% of such Claims.
A first dividend of $10,000 will be paid, pro rata, to holders of
undisputed liquidated Claims on the Effective Date of the Plan,
currently estimated to be on or about May 15, 2021, from those
funds currently on hand. A second dividend of $10,000 will be paid,
pro rata, to holders of undisputed liquidated Claims on or about
August 1, 2022, using revenues from the Debtor's 2022 season.
Thereafter, approximately every 12 months through 2025, the Debtor
will pay an additional percentage of the allowed amount of such
Claims to the unsecured Claimants.
Andrew C. Carlson will retain his membership interest in the Debtor
and the obligations which go with that position. Additionally, as a
part of the Settlement Stipulation negotiated among NYS Tax,
Professional Hospitality and Mr. Carlson, Mr. Carlson will make 53
monthly payments of $1,000 to Professional Hospitality, which funds
will be remitted to NYS Tax as a portion of the payments to NYS Tax
under the Settlement Stipulation.
Contemporaneously with the filing of the Debtor's Plan, the Debtor
is also filing a motion seeking Bankruptcy Court approval of a
proposed Settlement Stipulation by and among the Debtor, NYS Tax
and the Debtor's owner, Andrew Carlson, regarding the settlement of
the Debtor's claims Objection and motion for reconsideration, the
settlement of certain pending litigation between NYS Tax and Andrew
Carlson and regarding the compromise of all claims which NYS Tax
holds against either or both of them, in exchange for payments
which are to be made by the Debtor and Andrew Carlson.
Approval of the Settlement Stipulation is not contingent upon
confirmation of the Debtor's Plan and that Settlement Stipulation
may be approved, even if the Debtor's Plan is not confirmed.
Confirmation of the Debtor's Plan, however, is contingent upon both
the Court's approval of the Settlement Stipulation and NYS Tax's
agreement to the payment terms provided by this Plan.
The payment of distributions to creditors pursuant to the Plan will
be funded by the Debtor either using those funds which it currently
has on hand or the Debtor's future income from its operations.
A portion of those funds which are to be paid to NYS Tax to fund
the Settlement Stipulation among NYS Tax, the Debtor and Andrew
Carlson will be paid by the Debtor's sole member, Andrew Carlson,
will be making payments to the Debtor in the amount of $1,000 per
month, which funds will be remitted to NYS Tax as a portion of
their joint Plan payments to NYS Tax.
A full-text copy of the Combined Plan and Disclosure Statement
dated Feb. 25, 2021, is available at https://bit.ly/3sIonny from
PacerMonitor.com at no charge.
Counsel for the Debtor:
ANDREOZZI BLUESTEIN LLP
Daniel F. Brown, Esq
9145 Main Street
Clarence, New York 14031
Direct Dial: (716) 235-5030
Office: (716) 633-3200, Ext. 318
Facsimile: (716) 565-1920
E-mail: dfb@andreozzibluestein.com
About Professional Hospitality
Professional Hospitality, LLC, is a New York corporation that is
doing business as "Village Casino Restaurant" and which operates a
restaurant and banquet facilities on the waterfront in Bemus Point,
New York. The Village Casino Restaurant is seasonal, generally
operating only between May 1 and Sept. 30 each year.
Great Food Great Fun, LLC, is a New York corporation doing business
as "Wing City Grille" and which operates a restaurant in Fredonia,
New York.
Professional Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 17-11558) on July 24, 2017, estimating
its assets at between $100,001 and $500,000 and its liabilities at
between $500,001 and $1 million.
Great Food also filed for Chapter 11 bankruptcy protection (Bankr.
W.D.N.Y. Case No. 17-11557) on July 24, 2017.
Both of the Debtors are single-member limited liability
corporations owned by Andrew C. Carlson, an individual who is not
in bankruptcy. On July 24, 2017, the Debtors filed a motion
seeking joint administration of the cases.
Chief Judge Carl L. Bucki presides over the case.
Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as the
Debtors' bankruptcy counsel.
PROJECT LEOPARD: Upsized Term Loan No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service notes that on February 26, 2021, Project
Leopard Holdings Inc. ("Kofax") said it intends to increase its
planned incremental term loan issuance by $75 million to $435
million, with net proceeds along with cash from the balance sheet
used to fund a distribution. The upsizing is credit negative
because it will increase Kofax's leverage to 6.3x from 6.0x after
the announced upsizing (Moody's adjusted, estimated for the year
ended December 31, 2020) and further reduce the company's financial
flexibility. Total interest expense as a result of the dividend
increases by approximately $30 million, which will reduce the
company's free cash flow generation. In addition, Moody's expects
debt reduction may be further delayed given that Kofax proposes to
fund another $35 million dividend by June 30, 2021, subject to a
minimum $95 million of balance sheet cash.
Moody's expects leverage will be sustained near the low-6x range
for the next 12 to 18 months with FCF-to-debt remaining in the
mid-single digit percentage range. Although weakly positioned in
the rating category, there is no change to Kofax's ratings
including its B2 Corporate Family Rating and B2 senior secured bank
credit facility rating. In addition, the outlook remains unchanged
at negative.
The company will have ample cash balances at close of the proposed
transaction, supplemented with an undrawn $80 million revolver
expiring July 2022. Moody's expects positive free cash flow for the
next 12 to 18 months, with modest capital expenditures.
Project Leopard Holdings Inc. is a leading provider of
multi-channel capture and business process management software. The
company generated estimated revenues of roughly $530 million for
the twelve months ended December 31, 2020. Project Leopard Holdings
Inc. is a holding company set up by private equity group Thoma
Bravo, to acquire the Kofax business from Lexmark International in
June 2017.
PULMATRIX INC: FiveT Has 1.66% Equity Stake as of Feb. 22
---------------------------------------------------------
FiveT Investment Management Ltd and FiveT Capital AG disclosed in a
Schedule 13D filed with the Securities and Exchange Commission that
as of Feb. 22, 2021, they beneficially own 928,938 common shares of
Pulmatrix Inc. which represent 1.66 percent of the shares
outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1574235/000151316221000033/sc_13d.htm
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline is initially focused on advancing treatments for serious
lung diseases, including Pulmazole, an inhaled anti-fungal for
patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor
in lung cancer. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
achieving optimal local drug concentrations and reducing systemic
side effects to improve patient outcomes.
Pulmatrix reported a net loss of $20.59 million for the year ended
Dec. 31, 2019, compared to a net loss of $20.56 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$42.95 million in total assets, $19.45 million in total
liabilities, and $23.50 million in total stockholders' equity.
RB ENTERPRISES: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: RB Enterprises LLC
1020 W. 12th Ave.
Anchorage, AK 99501
Chapter 11 Petition Date: March 1, 2021
Court: United States Bankruptcy Court
District of Alaska
Case No.: 21-00040
Debtor's Counsel: Christine M. Tobin-Presser, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
E-mail: ctobin@bskd.com
Total Assets: $400,500
Total Liabilities: $10,162,604
The petition was signed by Robert Gross, member/manager.
A copy of the petition containing, among other items, a list of the
Debtor's 14 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RTPSR6I/RB_Enterprises_LLC__akbke-21-00040__0001.0.pdf?mcid=tGE4TAMA
RENOVATE AMERICA: Delays Sale to Review Creditors Deal
------------------------------------------------------
Law360 reports that bankrupt home improvement lender Renovate
America Inc. got a Delaware judge's permission Tuesday, March 2,
2021, to delay its sale hearing by a week so it can review a
last-minute deal between the buyer and unsecured creditors over
executive bonus clawbacks.
During a brief virtual hearing, U. S. Bankruptcy Judge Laurie
Selber Silverstein granted Renovate's motion for a seven-day
continuance of its sale hearing to allow it to review the changes
in the sale agreement resulting from a deal struck late Monday,
March 1, 2021, night between the unsecured creditors committee and
Finance of America Mortgage LLC to resolve the committee's
objections to FAM's purchase of Renovate.
About Renovate America
Renovate America is one of the nation'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.
REVSPRING INC: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of RevSpring, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
RevSpring, Inc.'s B3 corporate family rating and stable outlook is
broadly constrained by the coronavirus pandemic's negative
pressures on revenue and earnings due to volume declines for
billings services. Currently elevated leverage is expected to
improve in 2021 barring incremental debt issuance. The company has
a modest scale and narrow service offering in a highly competitive
industry and has an aggressive financial policy evidenced by
willingness to engage in large, debt-funded acquisitions. However,
the ratings are supported by high customer retention rates with
good profit margins (on net revenues as the company has
pass-through costs).
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
REWALK ROBOTICS: To Issue 10.9 Million Ordinary Shares, Warrants
----------------------------------------------------------------
ReWalk Robotics Ltd. signed a purchase agreement with certain
institutional and other accredited investors for the issuance and
sale of 10,921,502 ordinary shares, par value NIS 0.25 per share,
and warrants to purchase up to an aggregate of 5,460,751 Ordinary
Shares at a purchase price of $3.6625 per Share and associated
Purchaser Warrant. The Shares and Purchaser Warrants will be
issued pursuant to the Purchase Agreement in a private placement,
which is expected to close on or about on Feb. 25, 2021. The
Purchaser Warrants will be exercisable at any time, in whole or in
part, until five and one-half years from the date of issuance, at a
price per Ordinary Share equal to $3.60.
H.C. Wainwright & Co., LLC acted as the Company's exclusive
placement agent in connection with the Private Placement, pursuant
to an engagement agreement, dated as of Dec. 2, 2020, by and
between the Company and Wainwright, pursuant to which Wainwright
agreed to act as the Company's exclusive placement agent in
connection with various transactions from time to time, including
the Private Placement. Pursuant to the Engagement Letter, the
Company will pay Wainwright a cash fee of 7.5% and a management fee
of 1.0% of the aggregate gross proceeds of the Private Placement,
and will issue to certain of Wainwright's designees, upon closing
of the Private Placement, warrants to purchase up to 655,290
Ordinary Shares. The Wainwright Warrants will be exercisable at
any time, in whole or in part, until five and a half years from the
date of issuance, at a price per Ordinary Share equal to $4.578125.
The Company also agreed to pay Wainwright for its expenses in
connection with the Private Placement on a non-accountable basis in
an amount equal to $35,000 and up to $90,000 for the fees of its
outside counsel and other out-of-pocket expenses.
Wainwright did not purchase or sell any of the Shares or Purchaser
Warrants and is not required to arrange the purchase or sale of any
specific number or dollar amount of Shares or Purchaser Warrants.
The gross proceeds to the Company from the Private Placement will
beapproximately $40.0 million, before deducting placement agent
fees and other expenses payable by the Company. The Company
anticipates using the net proceeds from the Private Placement for
the following purposes: (i) sales, marketing and reimbursement
expenses related to market development activities of its ReStore
device and personal 6.0 devices, broadening third-party payor and
CMS coverage for its ReWalk Personal device and commercializing its
new product lines added through distribution agreements; (ii)
research and development of its lightweight exo-suit technology for
potential home personal health utilization for multiple indications
and future generation designs for its spinal cord injury device;
(iii) routine product updates; and (iv) general corporate purposes,
including working capital needs.
In connection with the Private Placement, on the Sale Date, the
Company entered into a registration rights agreement with the
Purchasers, pursuant to which, among other things, the Company is
required to prepare and file with the Securities and Exchange
Commission one or more registration statements to register for
resale the Shares sold in the Private Placement and the Ordinary
Shares underlying the Purchaser Warrants within 20 calendar days of
the Sale Date, or March 11, 2021. The Company is required to use
best efforts to have such registration statements declared
effective as promptly as practical thereafter, and in any event no
later than April 20, 2021, or, in the event of a "full review" by
the SEC,
May 20, 2021.
Pursuant to the Purchase Agreement, the Company agreed for a period
of 60 days following the date that the Registration Statement is
declared effective not to issue, enter into an agreement to issue
or announce the issuance or proposed issuance of the Ordinary
Shares or any other securities convertible into, or exercisable or
exchangeable for, Ordinary Shares or file any registration
statement or any amendment or supplement thereto, in each case
other than as contemplated pursuant to the Registration Rights
Agreement. The Purchase Agreement does not apply to, in addition
to certain customary exceptions, the issuance by the Company of
equity or debt securities pursuant to acquisitions or strategic
transactions approved by a majority of the Company's disinterested
directors, where not for the purpose of raising capital, or certain
other compensatory issuances. The Company has also agreed for a
period of one year following the Sale Date not to (i) issue or
agree to issue equity or debt securities convertible into, or
exercisable or exchangeable for, Ordinary Shares at a conversion
price, exercise price or exchange price which floats with the
trading price of the Ordinary Shares or which may be adjusted after
issuance upon the occurrence of certain events or (ii) enter into
any agreement, including an equity line of credit, whereby the
Company may issue securities at a future-determined price, other
than an at–the-market facility with the Placement Agent 60 days
after the Effective Date.
The Engagement Letter and the Purchase Agreement contain customary
representations and warranties, agreements and obligations and
termination provisions. Additionally, the Registration Rights
Agreement contains customary provisions regarding registration
expenses, indemnification, and termination of registration rights.
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
ReWalk Robotics reported a net loss of $12.98 million for the year
ended Dec. 31, 2020, compared to a net loss of $15.55 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$28.06 million in total assets, $6.29 million in total liabilities,
and $21.77 million in total stockholders' equity.
RTECH FABRICATIONS: Seeks to Hire Elsaesser Anderson as Counsel
---------------------------------------------------------------
Rtech Fabrications, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to hire Elsaesser Anderson, Chtd.
as its legal counsel.
The Debtor needs the firm's legal assistance to prepare its plan of
reorganization and administer its Chapter 11 case.
The firm will be paid at these rates:
Bruce Anderson $350 per hour
Support Staff $75 per hour
Bruce Anderson, Esq., a partner at Elsaesser Anderson, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Elsaesser Anderson can be reached at:
Bruce A. Anderson, Esq.
Elsaesser Anderson, Chtd.
320 East Neider Avenue, Suite 102
Coer D Alene, ID 83815
Tel: (208) 667-2900
Fax: (208) 667-2150
Email: brucea@eaidaho.com
About Rtech Fabrications
Rtech Fabrications -- https://www.rtechfabrications.com -- is a
restoration shop specializing in 67-72 GM trucks.
Rtech Fabrications filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Court (Bankr. D. Idaho Case No.
21-20048) on Feb. 19, 2021. Randall T. Robertson, managing member,
signed the petition. At the time of the filing, the Debtor had
estimated assets of between $1 million and $10 million and
liabilities of less than $1 million.
Elsaesser Anderson, Chtd. serves as the Debtor's legal counsel.
RUSSO REAL ESTATE: Seeks to Hire Hixson & Stringham as Counsel
--------------------------------------------------------------
Russo Real Estate, LLC and DeRiso Development, LLC seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Hixson & Stringham, PLLC as their bankruptcy counsel.
The firm will render these services:
a. advise and consult with the Debtors concerning (i) legal
questions arising in administering and reorganizing their estates,
and (ii) the Debtors' rights and remedies in connection with the
estates' assets and creditors' claims;
b. provide legal services to the Debtors relating to the sale
of assets outside the ordinary course of business;
c. assist the Debtors in obtaining confirmation and
consummation of a Chapter 11 plan;
d. assist the Debtors in preserving and protecting property of
the estates, including negotiation of cash collateral agreements,
the defense of motions for relief from the automatic stay and the
prosecution of litigation, if any;
e. investigate and prosecute preference actions, fraudulent
transfer and other actions arising under the Debtors' avoidance
powers and any causes of action arising under state law;
f. prepare legal papers; and
g. perform other legal services necessary to administer the
Debtors' Chapter 11 cases.
The firm will be paid at these rates:
Lee Stringham $350 per hour
John Hixson $350 per hour
Lee Stringham, Esq., an attorney at Hixson & Stringham, disclosed
in a court filing that the firm is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lee Stringham, Esq.
Hixson & Stringham, PLLC
2705 S. Cooper Street, Suite 300
Arlington, TX 73015
Phone: (817) 261-5000 phone
Fax: (817) 665-9184 fax
Email: lee@hixsonstringham.com
About Russo Real Estate
Russo Real Estate LLC, and DeRiso Development, LLC are Arlington,
Texas-based companies engaged in activities related to real
estate.
Russo Real Estate and DeRiso Development filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Lead Case No. 21-40220) on Feb. 1 2021. Robert C. Barton,
manager, signed the petitions.
At the time of filing, Russo Real Estate disclosed assets of
between $1 million and $10 million and liabilities of the same
range. DeRiso Development had estimated assets of less than $50,000
and liabilities of between $1 million and $10 million.
Hixson & Stringham, PLLC is the Debtors' legal counsel.
SEADRILL LIMITED: White & Case, Gray Reed Represent CoCom Lenders
-----------------------------------------------------------------
In the Chapter 11 cases of Seadrill Limited, et al., the law firms
of White & Case LLP and Gray Reed & McGraw LLP submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that they are representing the Coordinating
Committee of Secured Lenders and Agents.
The CoCom is made up of five financial institutions: Citibank
Europe plc, UK Branch, DNB Bank ASA, ING Bank N.V., Nordea Bank
Abp, and Skandinaviska Enskilda Banken AB, and one public-sector
enterprise: Garantiinstituttet for Eksportkreditt. Citibank, DNB,
ING, and Nordea serve as facility agents under ten of the Debtors'
twelve secured credit facilities, as set forth on Exhibit A hereto.
The members of the CoCom also hold claims arising under eleven of
the Debtors' twelve secured credit agreements, including: (a) $400
Million Nordea Facility Credit Agreement; (b) $300 Million DNB
Facility Credit Agreement; (c) $1.35 Billion 4 UDW Facility Credit
Agreement; (d) $450 Million Eminence Facility Credit Agreement; (e)
$950 Million Eclipse/Carina Facility Credit Agreement; (f) Tellus
Credit Agreement; (g) $1.50 Billion ECA II Facility Credit
Agreement; (h) $2.0 Billion NADL Facility Credit Agreement; (i)
$1.4 Billion Sevan Facility Credit Agreement; (j) $450 Million
Jackup Facility Credit Agreement; and (k) $440 Million Telesto
Facility Credit Agreement.
As of March 2, 2021, each member of the CoCom Ad Hoc and their
disclosable economic interests are:
Citibank Europe plc
UK Branch
Citigroup Centre
33 Canada Square Canary Wharf
London E14 5LB
United Kingdom
Serving as Agent under: $440 Million Telesto Facility Credit
Agreement
* Amount under $400 Million
Nordea Facility Credit Agreement: $27,021,583
* Amount under $450 Million
Eminence Facility Credit Agreement: $21,176,464
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $70,617,750
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $25,977,480
* Amount under $440 Million
Telesto Facility Credit Agreement: $3,202,941
* Amount under $450 Million
Jackup Facility Credit Agreement: $8,860,816
DNB Bank ASA
Dronning Eufemias gate 30
0191
Oslo, Norway
Serving as Agent under: $2.0 Billion NADL Facility Credit
Agreement
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $89,673,333
* Amount under $300 Million
DNB Facility Credit Agreement: $27,000,000
Serving as Agent under: $300 Million DNB Facility Credit
Agreement
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $119,631,697
Serving as Agent under: $1.35 Billion 4 UDW Facility Credit
Agreement
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $89,250,000
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $25,977,480
ING Bank N.V.
Bijlmerdreef 109 1102 MG Amsterdam
Zuidoost
The Netherlands
Serving as Agent under: $1.4 Billion Sevan Facility Credit
Agreement
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $54,017,857
* Amount under Tellus Credit Agreement: $17,777,779
Serving as Agent under: Tellus Credit Agreement
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $119,631,698
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $17,227,170
* Amount under $450 Million
Jackup Facility Credit Agreement: $8,860,816
Nordea Bank Abp
City Place House 8th Floor
55 Basinghall Street
London EC2V 5NB
United Kingdom
Serving as Agent under: $400 Million Nordea Facility Credit
Agreement
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $89,673,333
* Amount under $400 Million
Nordea Facility Credit Agreement: $27,021,583
Serving as Agent under: $1.50 Billion ECA II Facility Credit
Agreement
* Amount $440 Million
Telesto Facility Credit Agreement: $3,202,941
Serving as Agent under: $950 Million Eclipse/Carina Facility
Credit Agreement
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $113,069,196
Serving as Agent under: $450 Million Jackup Facility Credit
Agreement
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $80,500,000
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $54,689,431
* Amount under $450 Million
Jackup Facility Credit Agreement: $11,392,477
Skandinaviska Enskilda Banken AB
Kungsträdgårdsgatan 8 106 40
Stockholm, Sweden
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $89,673,333
* Amount under $450 Million
Eminence Facility Credit Agreement: $21,176,464
* Amount under $400 Million
Nordea Facility Credit Agreement: $27,021,583
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $56,000,000
* Amount under $450 Million
Jackup Facility Credit Agreement: $11,392,477
Garantiinstituttet for Eksportkreditt
Støperigata 1 N-0250
Oslo, Norway
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $118,750,000
* Amount under Tellus Credit Agreement: $127,777,771
* Amount under $300 Million
DNB Facility Credit Agreement: $90,000,000
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $300,000,000
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $150,416,667
Counsel to the Coordinating Committee of Secured Lenders and Agents
can be reached at:
Jason S. Brookner, Esq.
Lydia R. Webb, Esq.
GRAY REED & McGRAW LLP
1300 Post Oak Blvd., Suite 2000
Houston, TX 77056
Telephone: (713) 986-7000
Facsimile: (713) 986-7100
E-mail: jbrookner@grayreed.com
lwebb@grayreed.com
Scott Greissman, Esq.
Philip Abelson, Esq.
Charles Koster, Esq.
Andrea Amulic, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
E-mail: sgreissman@whitecase.com
pabelson@whitecase.com
ckoster@whitecase.com
aamulic@whitecase.com
- and -
Jason Zakia, Esq.
WHITE & CASE LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 6060-5055
Telephone: (312) 881-5400
Facsimile: (312) 881-5450
E-mail: jzakia@whitecase.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3e5X02D
About Seadrill Ltd.
Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) --
http://www.seapdrill.com/-- is a deepwater drilling contractor
providing drilling services to the oil and gas industry. As of
March 31, 2018, it had a fleet of over 35 offshore drilling units
that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up
rigs.
On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection
after reaching terms of a reorganization plan that would
restructure $8 billion of funded debt. It emerged from bankruptcy
in July 2018.
Demand for exploration and drilling has fallen further during the
COVID-19 pandemic as oil firms seek to preserve cash, idling more
rigs and leading to additional overcapacity among companies serving
the industry.
In June 2020, Seadrill wrote down the value of its rigs by $1.2
billion and said it planned to scrap 10 rigs. Seadrill said it is
in talks with lenders on a restructuring of its $5.7 billion bank
debt.
Seadrill Partners LLC, a limited liability company formed by
deep-water drilling contractor Seadrill Ltd. to own, operate and
acquire offshore drilling rigs, along with its affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on
Dec. 1, 2020, after its parent company swept one of its bank
accounts to pay disputed management fees. Mohsin Y. Meghji,
authorized signatory, signed the petitions.
On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore
Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2
Limited, and Asia Offshore Rig 3 Limited sought Chapter 11
protection. Seadrill GCC estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code with the Court. The lead case
is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427).
Seadrill Limited disclosed $7.291 billion in assets against $7.193
billion in liabilities as of the bankruptcy filing.
In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for
the Debtors. Houlihan Lokey, Inc., is the financial advisor.
Alvarez & Marsal North America, LLC, is the restructuring advisor.
The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel.
The law firm of Slaughter and May is co-corporate counsel.
Advokatfirmaet Thommessen AS is serving as Norwegian counsel.
Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk
LLC is the claims agent.
SKLAR EXPLORATION: Reorganization for Sklarco; Wind Down for SEC
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Sklar Exploration Company, LLC and Sklarco, LLC, on Feb. 26, 2021,
submitted an Amended Joint Plan of Reorganization and corresponding
Disclosure Statement.
After filing the original Plan on Dec. 18, 2020, the Debtors have
made significant efforts to address all, or a majority, of the
issues related to confirmation of the Plan, including participating
in a two-day mediation over the terms of the Plan.
While the mediation resulted in an agreement between East West
Bank, the Official Committee of Unsecured Creditors of SEC, and the
Debtors, a number of issues remained unresolved, including the
nature, treatment, and payment of claims to cure monetary defaults
under the various operating agreements by SEC.
Negotiations proceeded with the Ad Hoc Committee of Working
Interest Owners ("Ad Hoc Committee") and certain additional working
interest owners, but ultimately proved unsuccessful.
The Debtors and EWB proposed to reduce payments under an amended
Plan to EWB following confirmation in order to increase payments to
cure claims, putting forth a proposal that, under the Debtors’
projections, would result in payment in full of all cure claims
over a period of three months. As a condition to the improved
treatment of the cure claims, the Ad Hoc Committee members were
obligated to agree not to seek or effectuate the removal of SEC as
operator of the oil and gas properties for a period of time. The
proposal was ultimately rejected on this basis, with certain
additional working interest owners further rejecting the proposal
as the cure was extended, and not paid in full on the effective
date of the Plan.
Given the continued issues regarding the payment of cure claims,
and the uncertainty regarding SEC's retention of the operatorship
of certain properties, SEC's reorganization has become uneconomic.
Absent this uncertainty, a reorganized SEC would provide additional
value to unsecured creditors, but with a looming fight over
operatorship of various oil and gas assets and without the support
of EWB and the Committee, the Debtors do not see a path forward for
SEC.
As a result, in lieu of seeking a reorganization for SEC, the
Debtors said it will be proposing an amended Plan on February 26,
2021, that provides for a structured wind-down of SEC, and SEC will
be seeking to reject all of its joint operating agreements.
Sklarco has already sought to assume a number of the operating
agreements to which it is a party, and will continue to do so over
the coming days.
Reorganization of Sklarco; Wind Down of SEC
The Plan provides for the reorganization of the Debtors under
Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, the
Debtors shall restructure their debts and obligations, and Sklarco.
SEC shall be reorganized for the limited purpose of effectuating
an orderly wind down and transition of operatorship to a new, duly
appointed operator.
SEC's assets are primarily comprised of its office equipment and
furniture, accounts receivables, and its interest as an operator in
the JOAs for the properties operated by SEC. The value listed for
SEC's office and furniture equipment is based on prior costs and
applicable tax records. SEC's office furniture and equipment is
disbursed between its three office locations, and is several years
old. As a result, while SEC has listed its office equipment and
furniture with a combined value of approximately $1 million, the
assets would likely receive significantly less in the event of a
liquidation.
Sklarco's assets are comprised primarily of its interest in oil and
gas properties, including the applicable mineral leases, and its
working interests, overriding royalty interests, and royalty
interests in properties operated by SEC and third-party operators.
On the Petition Date, Sklarco listed the value of its oil and gas
interests at $75.4 million based on a reserve report dated April 1,
2020 completed by T. W. McGuire & Associates, Inc. Post-petition,
the Debtors retained Nederland Sewell & Associates ("NSAI") in
consultation with EWB and the Committee to complete an updated
reserve report. NSAI issued its Estimates of Reserves and Future
Revenue Report ("NSAI Reserve Report") on November 5, 2020, in
which NSAI opined that Sklarco's oil and gas interests have a
combined present value of approximately $28.6 million.
Treatment of Claims
Under the Plan, Class 1 - Allowed Unsecured Claims specified in
Section 507(a)(4) and 507(a)(5) of the Code as having priority
against SEC is unimpaired.
Classes 2 and A - Allowed Secured Claim held by East West Bank will
be allowed in an amount owed on the Confirmation Date of the Plan,
and will retain all liens that secured its Claim as of the Petition
Date. The EWB Secured Claim shall become due and payable on the
second anniversary of the Effective Date of the Plan through either
sale or refinance. Classes 2 and A are impaired.
Classes B.1 to B.7 - Allowed Secured Claim held by Mechanics Lien
Claimants will be deemed unsecured pursuant to 11 U.S.C. Sec. 506
and treated as Class 6 general unsecured creditors holding claims
against SEC. These classes are impaired.
Class 3 - Allowed Secured Claim held by Ford Motor Credit is
impaired. The Class 3 Claimant shall retain all liens securing its
claim as existed on the Petition Date, and shall be paid in
accordance with the contractual terms until the vehicles securing
the claim are returned in accordance with the Resignation and
Transition Schedule.
Classes 6 and C - Allowed General Unsecured Claims against SEC and
Sklarco will receive a beneficial interest in the Creditor Trust on
the Effective Date of the Plan, and shall receive distributions of
payments made on account of the Creditor Trust Obligation, which
amount is not less than $22 million. The Creditor Trust shall also
receive the proceeds and/or payments on account of certain assets
assigned to the Creditor Trust, as well as certain distributions
upon occurrence of a Monetizing Event. These classes are
impaired.
In a Chapter 7 liquidation, unsecured creditors of either SEC or
Sklarco would receive nothing on account of their claims from the
liquidation of the assets.
In contrast, the Plan preserves the full value of the Avoidance
Actions for unsecured creditors by assigning such claims to the
Creditor Trust and effectuating an orderly wind down, transition,
and liquidation of SEC. The Plan further provides for continued
payments to creditors from Sklarco's revenue.
Pursuant to the Plan, the Debtors shall restructure their debts and
obligations and will continue to operate in the ordinary course of
business. Funding for the Plan shall be from income derived from
Sklarco's ongoing revenue attributed to its oil and gas interests,
and SEC's revenue derived from its ongoing operations as operator
of certain oil and gas properties.
Counsel to the Debtors:
Jeffrey S. Brinen
KUTNER BRINEN, P.C.
Keri L. Riley
1660 Lincoln St., Suite 1850
Denver, CO 80264
Telephone: 303-832-2400
Email: klr@kutnerlaw.com
A copy of the Amended Disclosure Statement is available at
https://bit.ly/3bRFZqu from PacerMonitor.com.
About Sklar Exploration Company
Sklar Exploration Company, LLC -- https://sklarexploration.com/ --
is an independent exploration production company owned and managed
by Howard F. Sklar. With offices in Boulder, Colo., Shreveport,
La., and Brewton, Ala., Sklar owns interests in oil and gas wells
located throughout the United States. Its exploration and
production activities have historically focused on the
hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf
Coast basins of East Texas, North Louisiana, South Mississippi,
South Alabama, and the Florida Panhandle.
Sklar Exploration Company and Sklarco, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No.
20-12377) on April 1, 2020. At the time of the filing, Sklar
Exploration had estimated assets of between $1 million and $10
million and liabilities of between $10 million and $50 million.
Sklarco disclosed assets of between $10 million and $50 million and
liabilities of the same range.
Judge Elizabeth E. Brown oversees the cases.
The Debtors tapped Kutner Brinen, P.C., as bankruptcy counsel, and
Berg Hill Greenleaf & Ruscitti, LLP and Armbrecht Jackson, LLP as
special counsel.
The U.S. Trustee for Region 19 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
Committee is represented by Munsch Hardt Kopf & Harr, P.C.
SMWS GROUP: Fine-Tunes Plan; Updates Unsecureds' Pay Details
------------------------------------------------------------
Plan Proponent Gary A. Rosen, the Chapter 11 Trustee for debtor
SMWS Group, LLC, submitted an Amended Disclosure Statement for the
First Amended Plan of Liquidation dated Feb. 25, 2021.
Ashfaq Shah, the husband of Asia Shah, claims an 81% ownership
interest. The Trustee has filed a Complaint for Declaratory
Judgment, Case No. 20-00315, seeking a determination as to the
ownership interest of the Debtor. Subsequent to that filing, it
was determined that Ashfaq Shah filed a Chapter 7 case on Aug. 22,
2017, Case No. 17-21267. Accordingly, the real party in interest
is Michael Wolff, his Chapter 7 Trustee. The undersigned trustee
filed an Amended Complaint on Jan. 26, 2021, adding Mr. Wolff as
the real party in interest.
Allowed Administrative Claims will be paid in full in Cash. The
Trustee has previously paid approximately $1,950 in fees owing to
the Office of the United States Trustee and will continue to stay
current on quarterly fee payments to the Office of the United
States Trustee until the Debtor's case is closed, dismissed or
converted. Additionally, the Debtor will stay current on its
post-confirmation quarterly reports. Anticipated allowed
administrative claims total approximately $60,000.
Class 3 consists of the Allowed Unsecured Claims. Currently there
is one unsecured filed claim: An unsecured claim filed by the
Washington Suburban Sanitary Commission for pre-petition water
charges in the amount of $2,323. All amounts owed to WSSC were
paid at settlement by the settlement attorney. The Trustee will
endeavor to have WSSC withdraw its claim. If not, the Trustee will
file an objection to claim.
In addition, there are three scheduled claims as follows: Ehrlich
Pest Control in the amount of $2,000, Pepco in the amount of
$11,099 and Performance Food Service in the amount of $2,500. On
May 5, 2019, the Debtor filed a Notice of Disputed Claim against
Performance Food Service. No response was filed. Class 3 claims
will be paid in full and are unimpaired and not entitled to vote on
the Plan.
Class 4 consists of Allowed Interest in the Debtor. The Debtor's
original schedules list Asia Shah as 100% owner of the Debtor. On
May 5, 2020, the Debtor filed an amended list of equity security
holders listing Asia Shah as owning 19% of the Debtor, and her
husband Ashfaq Shah as owning 81% of the Debtor. The Trustee has
filed an adversary proceeding seeking the determination of the
ownership interest of Ashfaq Shah and Asia Shah. The Class 4
Interest is impaired and entitled to vote for or against
confirmation of the Plan.
Under the Plan, Class 4 is entitled to vote as Class 1, Class 2 and
Class 3 are unimpaired and deemed to have accepted the Plan.
The Debtor's Plan will be funded by the proceeds from the sale of
the Debtor's Real Property and from the settlement of litigation
against Jaswant Deol, represented by Geico Insurance resulting from
an automobile accident into the Debtor's Property, and the recovery
of funds from the litigation against Taste of New Orleans Taste of
New Orleans and Ashfaq Shah.
A full-text copy of the Amended Disclosure Statement dated Feb. 25,
2021, is available at https://bit.ly/3bSxT0z from PacerMonitor.com
at no charge.
The Chapter 11 Trustee can be reached at:
GARY A. ROSEN, CHARTERED
Gary A. Rosen
One Church Street, Suite 800
Rockville, MD 20850
Tel: (301) 251-0202
E-mail: trusteerosen@gmail.com
About SMWS Group
SMWS Group LLC is a lessor of real estate based in Germantown,
Maryland. The company filed for chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 19-12941) on March 6, 2019, with estimated
assets of $1 million to $10 million and estimated liabilities at
$500,000 to $1 million. The petition was signed by Asia Shah,
managing member.
Gary A. Rosen was appointed as Chapter 11 Trustee on Oct. 16, 2019.
SPHERATURE INVESTMENTS: Plan Exclusivity Extended to July 19
------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas, Sherman Division, extended Spherature
Investments, LLC and its affiliated Debtors' Exclusive Plan Filing
Period to July 19, 2021.
Judge Rhoades also extended the Debtors' Exclusive Solicitation
Period to September 17, 2021.
About Spherature Investments LLC
Spherature Investments LLC and its affiliates, including
WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr.
E.D. Tex. Lead Case No. 20-42492) on Dec. 21, 2020. In the petition
signed by Michael Poates, chief operating officer, the Debtors
disclosed up to $10 million in both assets and liabilities.
WorldVentures Marketing -- http://worldventures.com-- sells travel
and lifestyle community memberships providing a diverse set of
products and experiences.
At the time of the filing, Spherature Investments estimated $50
million to $100 million in assets and liabilities.
The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped
Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as
restructuring advisor. Stretto is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Jan. 22, 2021.
STA VENTURES: Exclusive Solicitation Period Extended to March 29
----------------------------------------------------------------
Judge Sage M. Sigler of the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, extended STA Ventures, LLC's
exclusive period within which the Debtor may obtain acceptances to
its Chapter 11 Plan from January 27, 2021 to March 29, 2021.
No other party objected to the Debtor's Second Motion to Extend
Exclusivity Period, which was heard by the Court on February 24,
2021.
As reported by the Troubled Company Reporter, STA Ventures has
filed plan and disclosure statement that will pay unsecured
creditors 20% on the plan effective date plus the remainder of the
proceeds from the sale of assets after payment of claims that are
ahead of the priority list. The holder of the equity interests
shall retain his 100% interest in the Debtor.
STA Ventures filed a Second Amendment to its Chapter 11 Plan on
Feb. 23.
About STA Ventures
STA Ventures, LLC is a limited liability corporation with principal
office address at 145 Houze Way, Roswell, Fulton County, Ga.
On June 1, 2020, STA Ventures filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 20-66843). The petition was
signed by Stephen T. Allen, its managing member. At the time of
the filing, the Debtor disclosed assets of $1 million to $10
million and estimated liabilities of the same range.
The Debtor has tapped Chamberlain, Hrdlicka, White, Williams &
Aughtry as legal counsel; Peach Appraisal Group, Inc. as appraiser;
and Magaro & Conine, CPA as accountant.
STERLING MIDCO: Moody's Completes Review, Retains B3 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Sterling Midco Holdings, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Sterling Midco Holdings, Inc.'s B3 Corporate Family Rating reflects
its high debt-to-EBITDA leverage, operating headwinds in the
background screening sector due to the potential pandemic
resurgence and uncertainty around the global macroeconomic outlook,
its modest operating scale within a highly competitive and
fragmented market segment, narrow product focus and private equity
ownership which could lead to persistently elevated leverage
levels. However, its credit rating benefits from its strong global
market position in the employment and background screening services
market with a diversified customer base, low customer concentration
and long-standing customer relationships, proven capacity to manage
costs in the challenging operating environment and good EBITDA
margins.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
STV GROUP: Moody's Completes Review, Retains B2 CFR
---------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of STV Group, Incorporated and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
STV Group, Incorporated's B2 corporate family rating is supported
by solid credit metrics, a sizeable but declining backlog that
provides revenue visibility, and a diverse mix of customers and
small average project sizes. The company's credit profile is
constrained by our expectation of downward pressures on revenue and
earnings in the near-term due to the coronavirus pandemic and the
reliance on US state and federal infrastructure spending budgets.
The company's modest size and scale in a fragmented industry with
several large competitors and financial policy risks associated
with ownership by a private sponsor also constrain its ratings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
SUNERGY CALIFORNIA: Seeks to Hire RKF Global as Special Counsel
---------------------------------------------------------------
Sunergy California, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ RKF Global
PLLC as its special counsel.
The firm needs the firm's legal assistance in matters involving
Depcom Power, Inc. and in certain lawsuits currently pending
against the Debtor.
The firm will be paid at these rates:
Daniel T. Fahner, Partner $450 per hour
Thomas Rosenberg, Partner $450 per hour
Alex Kosyla, Associate $325 per hour
Thomas Rosenberg, Esq., RKF Global partner, disclosed in court
filings that the firm and its members are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Daniel T. Fahner, Esq.
Thomas Rosenberg, Esq.
RKF Global PLLC
200 W. Madison Street, Suite 1940
Chicago, IL 60606
Email: daniel.fahner@rkfQlobal.com
thomas.rosenbera@rkfalobal.com
About Sunergy California
Sunergy California LLC -- http://www.sunergyus.com/-- is a solar
module supplier. It was founded in 2016 and is headquartered and
has module production facilities in Sacramento, Calif.
Sunergy California filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu
Han, chairman, the Debtor disclosed total assets of $7,629,993 and
total liabilities of $17,226,553.
Judge Christopher M. Klein oversees the case.
Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
TENEO HOLDINGS: Moody's Completes Review, Retains B2 CFR
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Teneo Holdings LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Teneo Holdings LLC B2 corporate family rating broadly reflects its
moderately high leverage, competitive industry and small scale,
employee retention risk, financial policy risk due to private
equity ownership and acquisitive growth strategy. However, the
company's credit profile is supported by its strong and diverse
client relationships and market position in providing advisory
services to CEOs and senior executives, stable demand, recurring
revenue, stable margins with low capital expenditure needs, and
good liquidity.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
TRAVEL LEADERS: Moody's Completes Review, Retains Caa3 CFR
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Travel Leaders Group, LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Travel Leaders Group, LLC's Caa3 Corporate Family Rating reflects
the heightened near-term default risk given Moody's expectation for
severe cash burn over the next several months, extremely
challenging conditions in the corporate and high-end leisure travel
sectors due to the COVID-19 pandemic and resulting travel
restrictions, unsustainable capital structure and moderate
operating scale with revenue concentration within the cyclical
travel services sector. However, Travel Leaders benefits from
long-standing relationships with the major travel suppliers, along
with a solid market position in the mid-market corporate and
high-end leisure travel market. Travel Leaders' traditional agency
model supports predictable revenue and earnings with good margins.
The company took significant cost actions to preserve near term
liquidity. In addition, there is the potential for support from the
US government as well as from its financial sponsor.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
TRAXIUM LLC: Seeks to Hire CBIZ, Mayer Hoffman as Accountant
------------------------------------------------------------
Traxium, LLC and Serendipity Holdings, LLC seek authority from the
U.S. Bankruptcy Court for the Northern District of Ohio to hire
CBIZ MHM, LLC-Ohio and Mayer Hoffman McCann P.C. as their
accountant.
The services that CBIZ will render include tax and consulting work
and the preparation of tax returns and projections.
MHM's services consist of test services and the review and
preparation of financial statements including balance sheets,
statement of operations and members' deficit, and statement of cash
flows.
The firms will be paid as follows:
PSG Member $450 per hour
Managing Director $410 per hour
Directors $385 per hour
Senior Managers $325 per hour
Managers $240 per hour
Senior Associates $210 per hour
Associates $170 per hour
Both firms are disinterested persons as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court papers
filed by the firms.
The firms can be reached through:
Fred W. Hinkle
CBIZ MHM, LLC-Ohio
5450 Frantz Rd #300
Dublin, OH 43016
Phone: +1 614-793-4501
Mayer Hoffman McCann P.C.
About Traxium LLC
Traxium, LLC is a holding company comprised of commercial printing
and marketing businesses.
Traxium filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-51888) on Oct.
16, 2020. George Schmutz, chief executive officer, signed the
petition. At the time of the filing, the Debtor disclosed
$4,420,019 in assets and $5,665,021 in liabilities.
Gertz & Rosen, Ltd. and Rysenia Capital Solutions, LLC serve as the
Debtor's legal counsel and restructuring advisor, respectively.
Dennis Durco of Rysenia Capital is the Debtor's operations
consultant and chief restructuring officer.
TRC COMPANIES: Moody's Completes Review, Retains B2 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of TRC Companies, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
TRC Companies, Inc.'s B2 corporate family rating reflects the
expectation of modest revenue growth in the low single digits and
maintenance of good liquidity provisions including Moody's
expectation that cost reduction efforts will allow the company to
maintain liquidity as the company returns to growth in calendar
2021. The company has no near term debt maturities and a sizeable
revenue backlog across a diverse customer base with good retention
rates in a variety of end markets. The company's credit profile is
constrained by its modest size in a highly competitive industry
that contains larger players and an aggressive financial policy
evidenced by an acquisitive growth strategy.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
TRIBE BUYER: Moody's Completes Review, Retains Caa1 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Tribe Buyer LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Tribe Buyer LLC's (Tradesmen) Caa1 corporate family rating is
constrained by pressure on employment conditions due to the
coronavirus pandemic which has impacted the company's base of
construction contractors. The company's leverage is considered high
following recent revenue declines. The industry's cyclical nature,
the company's small-to-medium sized customers, and largely drawn
revolver, further constrain the ratings. However, the company's
ratings are supported by its flexible cost structure and existing
cash balance. Management has also enacted a number of cost savings
initiatives in an effort to maintain liquidity and streamline
operations including consolidating the company's physical footprint
and sales model.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
TRONOX HOLDINGS: Moody's Rates New $625M Sr. Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new $625
million 8 year senior unsecured notes issued by Tronox Incorporated
and guaranteed by Tronox Holdings Plc. The proceeds of the notes
will be used to repay the outstanding amount of the 6.50% senior
unsecured notes due 2026, the call premium of the existing notes
and associated fees and expenses. The rating is subject to the
transaction closing as proposed and receipt and review of the final
documentation. The outlook on the ratings is stable.
"This notes refinancing, together with the recently announced term
loan refinancing, will extend the company's maturity profile and
lower its average interest rate," according to Joseph Princiotta,
SVP at Moody's and the lead analyst covering Tronox. "The term loan
and notes refinancing are expected to be roughly neutral to the net
debt amount and net debt leverage," Princiotta added.
Assignments:
Issuer: Tronox Incorporated
Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
RATINGS RATIONALE
Tronox Holdings Plc's credit profile and current ratings (B1 CFR)
reflect the benefits from the company's market position as one of
the world's largest titanium dioxide producers, industry leading
vertical integration and co-product production, actual and
prospective benefits from Cristal acquisition synergies, and good
liquidity. The credit profile also reflects heavy exposure to the
cyclical titanium dioxide industry, which Moody's believes is in
the early stages of a volume and pricing upcycle. The credit
profile and ratings also anticipate significant weakening in credit
metrics outside the normal boundaries for the rating category
during cyclical trough periods and concerns about free cash flow in
the trough.
Moody's has a favorable outlook for TiO2 markets over the next two
years and expects strong demand growth against the backdrop of
modest global supply additions to underpin favorable fundamentals,
at least through 2021, allowing price increases through the year
and in all major regions. However, the pace and timing of the
recovery is unclear and might be choppy due to pandemic-related
restrictions and certain supply chain disruptions.
Prices are already up in recent months across all regions,
especially in Asia, which experienced weak spot prices through most
of 2020. Margins should also benefit from better overhead
absorption in 2021, which was a headwind last year due to weaker
production volumes. Coatings demand across all major regions and
end markets is likely to be favorable for the year, while most
markets for plastics and other end markets should also be firm or
robust.
As proposed, the new notes are expected to provide a substantially
similar covenant package compared to the existing notes, with
limitation on total net secured leverage ratio not to exceed 4.5x
or cash interest coverage ratio not to be less than 2x.
The SGL-2 rating reflects good liquidity including $619 million
cash balances and $422 million available under the revolving credit
agreements as of December 31, 2020. In March 2019, the company,
through its South African subsidiaries -- Tronox KZN Sands
Proprietary Limited and Tronox Mineral Sands Proprietary Limited --
established R1 billion (approximately $68 million at December 31,
2020 exchange rate) revolver due March 2022 and R2.6 billion term
loan (approximately $177 million at December 31, 2020 exchange
rate) facility due March 2024. The new cash flow revolver will
contain a springing maximum first lien leverage ratio of 4.75:1.00
which will trigger if utilization exceeds 35% (less undrawn LCs and
cash collateralized LCs). The new term loan will not have a
financial covenant. The South African revolver contains net
leverage and coverage tests, which would not trigger events of
default and allow for cure periods. Moody's expect Tronox to
generate free cash flow in 2021.
The stable outlook assumes TiO2 prices and volumes continue to
recover allowing at least modest improvement in EBITDA and metric
trends and positive free cash flow for the year. The stable outlook
also assumes that the Cristal transaction continues to generate
target synergies and good liquidity is maintained through the
medium term.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade would require the company to maintain its commitment to
deleveraging and reducing balance sheet debt to $2.5 billion or
less ahead of the next trough and on a sustainable basis. An
upgrade would also require the favorable trends and realization in
acquisition synergies continue, and confidence that the company
will maintain at least $300 million of available liquidity.
Moody's would consider a downgrade if expectations or actual
results show substantive fundamental weakening resulting in
negative free cash flow anytime over the next two years. Moody's
would also consider a downgrade if the cycle in TiO2 turns down
before the company is able to meaningfully reduce debt, or if the
company fails to realize a meaningful portion of anticipated
operating synergies, or if adjusted financial leverage remains
above 5.0x, or if available liquidity falls below $250 million.
ESG CONSIDERATIONS
ESG risks and exposures are not a factor in today's rating action
and are not a significant factor in the company's ratings at this
time. Environmental exposure and costs for commodity companies can
be meaningful, and even more so for TiO2 players. Approximately 87%
of Tronox's TiO2 production use the chloride process, which is a
continuous process, has lower energy requirements, produces less
waste and is less environmentally harmful than the sulfate-based
process. Tronox assumed additional environmental exposure and costs
as part of the Cristal acquisition and has booked a $56 million
provision for environmental costs related to the remediation of
residual waste mud and sulfuric waste deposited in a former TiO2
manufacturing site operated by Cristal from 1954 to 2011. The
provision is significant but related expenditures are likely to
spread over many years.
Social risks are moderate but potentially increasing as the ongoing
hearings between the EU Commission and the industry may result in
tighter regulation for TiO2, the scope of which is not yet clear as
there is still debate over the carcinogenicity of TiO2. As a public
company, governance issues are viewed as modest and supported by
what has thus far been communication of reasonable financial
policies for the ratings category.
Tronox Holdings Plc (Tronox), re-domiciled in United Kingdom in
March 2019. Including the acquisition of Cristal, Tronox is the
world's second largest producer of titanium dioxide (TiO2) and is
the most backward integrated among the leading western pigment
producers into the production of titanium ore feedstocks. It also
co-produces zircon, pig iron and other products. The company
operates nine pigment plants and eight mineral sands facilities
globally. On February 23, 2021, Tronox announced that Exxaro
Resources Limited ("Exxaro") offered for sale 17 million shares
(about 10% of the outstanding shares of Tronox as of December 31,
2020) in a secondary offering. The company also announced that
Tronox will issue to Exxaro about 7 million shares in exchange for
Exxaro's current 26% shareholding in the company's South African
operating subsidiaries which hold Tronox's mining licenses.
Tronox's revenues were $2.8 billion for the twelve months ended
December 31, 2020.
The principal methodology used in this rating was Chemical Industry
published in March 2019.
ULTRA CLEAN: Moody's Affirms B1 CFR Following Ham-Let Acquisition
-----------------------------------------------------------------
Moody's Investors Service affirmed Ultra Clean Holdings, Inc.'s
Corporate Family Rating of B1 and senior secured credit facility
rating of B1. The Probability of Default Rating was upgraded to
B1-PD from B2-PD. The Speculative Grade Liquidity rating remains
SGL-1. The rating outlook remains stable. The action follows Ultra
Clean's announcement of an agreement to acquire Ham-Let
(Israel-Canada) Ltd. and related issuance of a $355 million
incremental term loan B.
The following rating actions were taken:
Upgrades:
Issuer: Ultra Clean Holdings, Inc.
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Affirmations:
Issuer: Ultra Clean Holdings, Inc.
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: Ultra Clean Holdings, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Ultra Clean's credit profile is constrained by the high cyclicality
of the semiconductor capital equipment (semicap) end market and the
relatively high customer concentration with Lam Research and
Applied Materials accounting for 67% of revenues in 2020. The
volatility of the financial results is relatively high, as
evidenced by the recent trends with the revenue decline in 2019
followed by strong growth in 2020. Ultra Clean's credit profile is
supported by good competitive positions in key product and service
categories, secular trends supporting long-term growth potential
over cycles, solid free cash flow generation and good liquidity.
Strong financial performance in 2020 has resulted in meaningful
deleveraging following debt-financed acquisitions in 2018 and 2019,
with Moody's adjusted total leverage as of September 2020 before
the announcement of the Ham-Let acquisition of only 2.2x and cash
balance of $176 million.
Ham-Let designs and manufactures valves and fittings for high
temperature, pressure and vacuum conditions. The acquisition of
Ham-Let presents a customer synergy, vertical integration, and cost
synergy opportunity for Ultra Clean. Ham-Let's revenue base is
diversified across end markets with majority of revenues derived
from the semiconductor end market but a significant minority
derived from chemical and oil and gas end markets. Moody's believes
that the transaction reinforces Ultra Clean's capabilities and
competitive positioning in its core business areas. Pro forma for
the transaction, Moody's adjusted leverage as of December 2020 will
be 3.2x (not including pro forma credit for unrealized synergies).
With solid demand trends in both wafer fab equipment and
semiconductors driving revenue growth in each of Ultra Clean's
business segments and synergies from the transaction, Moody's
expects meaningful EBITDA growth in 2021 resulting in deleveraging.
Additionally, Ultra Clean plans to use its ample free cash flow
generation to prepay $50 million of outstanding term loans in 2021,
further reducing leverage. Moody's expects the combination of
EBITDA growth and debt repayment to result in swift deleveraging
after the acquisition, with Moody's adjusted total leverage
declining to about 2.5x by the end of 2021. Liquidity is projected
to remain strong with cash flow generation exceeding debt repayment
and strong cash balances.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation of EBITDA growth
and debt repayment in 2021 driving Moody's adjusted total leverage
down to about 2.5x. The ratings could be upgraded if Ultra Clean
grows revenue and profitability over cycles, and sustains and
Moody's adjusted total leverage below 2.5x. The ratings could be
downgraded if the company revenues or margins decline over cycles,
or if Moody's adjusted total leverage is sustained above 3.5x.
The B1 ratings for the senior secured credit facility, which are
consistent with the CFR, reflect a Loss Given Default (LGD)
assessment of LGD3 and the borrower's PDR of B1-PD. The facility
ratings are consistent with the CFR reflecting the single class of
secured debt comprising the preponderance of the capital structure.
The upgrade of the PDR to B1-PD from B2-PD reflects the meaningful
increase in the size of the term loan facility which does not have
maintenance financial covenants relative to the overall capital
structure.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
With pro forma revenues of $1.6 billion in 2020, Ultra Clean is a
manufacturer of sub-systems for the semiconductor capital equipment
and other industries.
USIC HOLDINGS: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of USIC Holdings, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
USIC Holdings, Inc.'s B3 corporate family rating reflects the
company's high debt-to-EBITDA, long-term risks associated with
potential shareholder-friendly activities and debt-funded
acquisitive growth strategy given the company's private equity
ownership, high customer concentration and a narrow service
offering and exposure to aggressive bidding from competitors,
expenses related to incident damages, weather-related disruptions,
and fuel price volatility. However, USIC benefits from its leading
market position and demand in a legally mandated business, the
expectation of positive free cash flow generation and the ability
to de-lever through earnings growth.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
USS ULTIMATE: Moody's Completes Review, Retains B2 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of USS Ultimate Holdings, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
USS Ultimate Holdings, Inc.'s B2 Corporate Family Rating reflects
the company's leading market position within portable sanitation
and related services, low customer concentration, high customer
retention rates, and expectation that demand will remain strong
amid increased service requests with favorable pricing as safety
and hygiene remain a primary focus amid the COVID-19 impact. USS is
certified to be an essential service provider by government
authorities, which has provided minimal disruptions in operations
during the pandemic. Alternatively, the company's rating is
constrained by moderate operating scale, revenue concentration
within cyclical residential and commercial construction markets,
narrow market focus, modest financial leverage and aggressive
financial growth strategies.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
VEREGY CONSOLIDATED: Moody's Completes Review, Retains B2 CFR
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Veregy Consolidated, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Veregy Consolidated, Inc.'s B2 corporate family rating reflects its
high leverage profile, small scale and modest geographic footprint
and narrow operating focus within the highly fragmented and
intensely competitive energy efficiency space. The company's credit
profile is constrained by Moody's expectation of aggressive
financial policy consistent with private equity ownerships that
includes a debt funded acquisition growth strategy and potential
for future shareholder dividends and limited operating history
following business combination of six companies in 2017. However,
Moody's expect Veregy to maintain good revenue growth in the
mid-single digit percentages, despite the coronavirus pandemic, as
the company has demonstrated resiliency for energy efficiency
improvements within its MUSH clients, which benefits its credit
profile.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
VERISIGN INC: Moody's Completes Review, Retains Ba1 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of VeriSign, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
VeriSign, Inc.'s Ba1 Corporate Family Rating reflects the company's
leading market position as the exclusive registry operator for .com
Top Level Domains (TLDs), strong profitability with a high
recurring revenue stream, high renewal rates, and an expectation
for very good liquidity. The rating is constrained by the
VeriSign's aggressive financial policy that favors using excess
cash and free cash flow towards share repurchases. Additionally,
the rating is constrained by the risk of additional debt issuances
to fund buy-backs, mature demand for .com domain and strong
competition from alternative TLDs, and dependence on an exclusivity
agreement with regulatory bodies and potential changes to its key
terms.
The principal methodology used for this review was Software
Industry published in August 2018.
VIDEOMINING CORP: Court Extends Plan Exclusivity Thru May 29
------------------------------------------------------------
At the behest of the VideoMining Corporation, Judge Gregory L.
Taddonio of the U.S. Bankruptcy Court for the Western District of
Pennsylvania extended the period in which the Debtor may file a
plan of reorganization and to solicit acceptances to May 29, 2021,
and July 28, 2021, respectively.
The Order is without prejudice to the rights of White Oak Business
Capital, Inc., or any other party-in-interest, to file a motion
seeking an expedited hearing to request shortening or terminating
the exclusive periods should it be deemed by the Court that causes
exists for such party-in-interest to seek such relief.
A copy of the Court's Extension Order is available at
https://bit.ly/2Od39iA from PacerMonitor.com.
About Videomining Corporation
VideoMining Corporation -- http://www.videomining.com/-- is
in-store behavior analytics for Consumer Packaged Goods (CPG)
manufacturers and retailers. VideoMining's analytics platform
utilizes a patented suite of sensing technologies to capture
in-depth shopper behavior data. These previously unmeasured
insights are then integrated with multiple other data sources such
as transactions, planograms, product mapping, loyalty, and
promotions to fuel comprehensive solutions for optimizing shopper
experience and sales performance.
VideoMining Corporation filed a Chapter 11 petition (Bankr. W.D.
Pa. Case No. 20-20425) on February 4, 2020. In the petition signed
by Rajeev Sharma, chief executive officer, the Debtor was estimated
to have between $10 million and $50 million in assets and between
$1 million and $10 million in liabilities.
Judge Gregory L. Taddonio oversees the case. The Debtor tapped
Robert O Lampl Law Office as the legal counsel and Onmyodo, LLC as
a financial consultant, and ICAP Patent Brokerage LLC to market its
patents.
VISTAGE INT'L: Moody's Completes Review, Retains B2 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Vistage International, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Vistage International, Inc.'s B2 corporate family rating is
constrained by its small size compared to similarly rated
companies, competitive industry, and discretionary nature of its
services. Initial membership declines following the onset of the
coronavirus pandemic were largely one-time and the company is
expected to resume membership growth in 2021. The credit rating is
supported by the company's good profitability, highly recurring
positive free cash flow, variable cost structure, and good market
position within its niche of providing advisory services to CEO's,
executives and small-medium business owners.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
VM CONSOLIDATED: Moody's Completes Review, Retains B2 CFR
---------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of VM Consolidated, Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 23, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
VM Consolidated, Inc.'s ("Verra Mobility") B2 corporate family
rating benefits from a good competitive position within its two
niche markets, strong EBITDA margins and high free cash flow
conversion driven by its relatively low capital needs, with the
expectation of good liquidity over the next 12 months and no debt
maturities in the near future. However, the CFR is constrained by
the coronavirus pandemic impact on global air travel and lower
demand for car rentals, which is expected to pressure the company's
revenue and earnings for the next several years. A high customer
concentration and small concentrated revenue base also constrains
the ratings.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
VONTIER CORP: Moody's Assigns Ba1 CFR Amid Sustained Revenue Growth
-------------------------------------------------------------------
Moody's Investors Service assigned ratings to the Vontier
Corporation including a Ba1 corporate family rating, a Ba1 senior
unsecured rating and a Ba1-PD probability of default rating. The
speculative grade rating is SGL-1. The rating outlook is stable.
The rating assignment takes into account the expectation that
Vontier will refinance some or all of the short-term debt, without
any material change in the financial leverage. Governance was a
driver in this rating action as Moody's expects the company to
maintain good corporate governance and reasonable level of
conservatism in its financial strategies.
Assignments:
Issuer: Vontier Corporation
Corporate Family Rating, Assigned Ba1
Probability of Default Rating, Assigned Ba1-PD
Speculative Grade Liquidity Rating, Assigned SGL-1
Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4)
Outlook, Stable
RATINGS RATIONALE
Vontier's ratings reflect its well-established position in its core
markets with recognized brands such as Gilbraco Veeder-Root (GVR)
and Matco Tools (Matco), and a successful track record of sustained
organic revenue growth. The ratings are, however, constrained by
the company's meaningful concentration in retail refueling markets,
operated through GVR, and expected revenue volatility as the
business transitions from the current boost Vontier recognizes from
Europay, MasterCard and Visa (EMV) related growth.
Moody's believes that the company will pursue acquisitions to
continue the growth trajectory expected from a public company and
considers the ensuing susceptibility in its credit metrics. Further
there is still to be determined financial policies around dividend
payout and deployment of excess free cash flow.
Nevertheless, the ratings benefit from the company's strong
profitability margins that translate to robust annual free cash
flow. Moody's forecasts Vontier's debt-to-EBITDA (after Moody's
standard adjustments) to be 3.2x in 2021 with over $300 million in
annual free cash flow. Moody's expects demand across end-markets to
improve but is offset by somewhat lower demand in GVR as EMV sales
peaks, resulting in slightly down to flat revenue. Moody's does not
expect material debt reduction over the next few years as the
company deploys capital towards acquisitive growth and shareholder
returns, with debt-to-EBITDA coming down only gradually from 2021
levels with EBITDA expansion.
The stable outlook reflects Moody's expectation that Vontier will
largely preserve its profitability and credit metrics despite the
expected volatility from reduced EMV sales and prospective
acquisitions. The outlook also reflects Moody's expectation of good
liquidity that will allow Vontier to maintain its balance sheet
strength.
Vontier's SGL-1 liquidity rating reflects its good liquidity
supported by its positive free cash, expected cash balance of over
$500 million at closing and full availability under its $750
million revolving credit facility.
Environmental considerations reflect on the important nature of
Vontier's product, particularly in GVR business, that helps
customers comply with regulations governing environmental, safety,
security and payment regulation and market standardizations such as
EMV. This, in turn, also requires the company to continuously
invest and develop new products that comply with changing
regulations which from time-to-time may build large capital needs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company's scale expands along with
sufficient diversification in revenue streams to improve the
predictability of cash flows. An expectation and financial policy
that supports adjusted debt-to-EBITDA to be maintained below 3.0x,
while maintaining high margins would support an upgrade. A
well-formulated financial policy that aligns with investment grade
profile would also be a consideration.
Ratings could be downgraded if the company's profitability declines
or if GVR's growth is weaker than expected, or if debt-to-EBITDA
(after Moody's adjustments) is expected to be above 4.0x. Also,
large acquisition that requires significant debt financing could
exert downgrade pressure.
Vontier Corporation is an industrial-focused company that focuses
on transportation and mobility technologies. The company provides a
wide-range of industrial applications in fueling systems,
point-of-sale and payment systems, vehicle fleet tracking
management solutions and franchised professional tools and
wheel-service equipment distributors. Revenues for the latest
twelve months ended December 2020 were nearly $2.7 billion.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
VT TOPCO: Moody's Completes Review, Retains B3 CFR
--------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of VT Topco, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
VT Topco, Inc.'s (Veritext) B3 corporate family rating is
constrained by the company's high leverage, modest scale and size,
and aggressive financial policy that focuses on growth through
acquisitions. However, the company's ratings are supported by its
leading position in a fragmented litigation support industry,
diverse customer base, high retention rates, growth in a
proprietary remote deposition platform during the coronavirus
pandemic, and expectations for good liquidity supported by
continued positive free cash flow and access to revolver.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
WHITE STONE FOODS: Wins March 1 Plan Exclusivity Extension
----------------------------------------------------------
Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division extended the periods
within which White Stone Foods, LLC has the exclusive right to file
a plan of reorganization through and including March 1, 2021, and
to solicit ballots on the Plan through and including April 30,
2021.
The Debtor will now have the additional time to focus its full
attention on stabilizing the business, and formulating an exit
strategy to this Chapter 11 case, which will hinge on the
discussions with the retail restaurant, Long John Silvers'.
A copy of the Court's Extension Order is available at
https://bit.ly/3aYk69E from PacerMonitor.com.
About White Stone Foods
White Stone Foods, LLC, a privately held company in the fast-food
restaurant business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case no. 20-11531) on February 4,
2020. White Stone Foods, as a franchisee, operating 13 separate
retail restaurants under the Franchise names Long John Silvers' and
A & W Restaurants.
In the petition signed by John S. Robles, managing member, the
Debtor was estimated to have $50,000 to $100,000 in assets and $1
million to $10 million in liabilities.
Judge Peter D. Russin replaced Judge Scott M. Grossman, who
previously oversees the Debtor's case. Brian S. Behar, Esq. at
Behar Gutt & Glazer, P.A., is the Debtor's legal counsel. Rodriguez
Kinzbrunner & Company, LLC, serves as an accountant to the Debtor.
ZOOMINFO LLC: Moody's Completes Review, Retains B1 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of ZoomInfo, LLC and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on February 23, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
ZoomInfo, LLC's B1 Corporate Family Rating reflects Moody's
expectations for double-digit organic revenue and profitability
growth, demonstrated operational resilience during macro-economic
uncertainty, favorable tailwinds in the sales and marketing
information market and the company's growing scale and solid
bookings. Additionally, the rating reflects expectations that the
company will maintain more balanced financial policy, given the
strong incentive for inside equity investors to continue to sell
down their positions and reduce its majority ownership stake at the
company. Conversely, ZoomInfo's CFR is constrained by its high
leverage and moderate revenue base that is exposed to cyclical
client spending, a lack of product and geographic diversification
and operations within the highly competitive sales intelligence
data market given the presence of large and small providers with
relatively low barriers to entry.
The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.
[*] Bankruptcy Filings Decline 3% in February 2020
--------------------------------------------------
On March 2, 2021, Epiq, a global technology-enabled services leader
to the legal services industry and corporations, released its
February 2021 bankruptcy filing statistics from its AACER
bankruptcy information services business. February experienced the
lowest number of new monthly bankruptcy filings across all
chapters, with only 31,188 filings, since February 2006 (26,617
filings). The continued slide represents a decrease of 3% over
January 2021 filings and a 45% decrease over February 2020 filings,
where there were 56,209 new cases. Commercial filings across all
chapters fell to 1,945 new cases, a 5% drop over January 2021 and a
38% drop over February 2020, which had a total of 3,112 new cases.
"Access to capital, agreements among stakeholders, and general
economic uncertainty has caused a continued pause in commercial
Chapter 11 filings in February," said Deirdre O'Connor, senior
managing director of corporate restructuring at Epiq. "The decline
in chapter 11 cases reveals that seeking bankruptcy protection does
not appear to be the most viable option for companies that are
currently experiencing liquidity challenges."
Chapter 13 non-commercial filings are down 7.25% over last month
with only 8,320 new cases. Chapter 7 non-commercial filings are
also down 1.8% in February 2021 with only 20,850 new cases.
"New bankruptcy filing rates continue a historic slide," said Chris
Kruse, senior vice president of Epiq AACER. "The bubble that
emerged last April as the global pandemic picked up steam is now
getting bigger, and the backlog of new filings is growing. We still
expect new filings rates will change course and grow substantially
in the second half of 2021 as vaccination rates climb, government
stimulus ramps down, and COVID19-related policies are relaxed,
forcing filers to evaluate their financial positions."
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Jahmal Saaid Williams, Junior
Bankr. E.D. Pa. Case No. 21-10475
Chapter 11 Petition filed February 23, 2021
In re Fremont Hills Development Corporation
Bankr. N.D. Cal. Case No. 21-50240
Chapter 11 Petition filed February 24, 2021
See
https://www.pacermonitor.com/view/OSHA66A/Fremont_Hills_Development_Corporation__canbke-21-50240__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pezzano Contracting and Development, LLC
Bankr. M.D. Fla. Case No. 21-00242
Chapter 11 Petition filed February 24, 2021
See
https://www.pacermonitor.com/view/POTWJRY/Pezzano_Contracting_and_Development__flmbke-21-00242__0001.0.pdf?mcid=tGE4TAMA
represented by: Mike Dal Lago, Esq.
DAL LAGO LAW
E-mail: mike@dallagolaw.com
In re Vision Machine Products, Inc.
Bankr. D. Nev. Case No. 21-50124
Chapter 11 Petition filed February 24, 2021
See
https://www.pacermonitor.com/view/A7GPD6Q/VISION_MACHINE_PRODUCTS_INC__nvbke-21-50124__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
E-mail: kevin@darbylawpractice.com
In re Elite Trucking & Rigging, LLC
Bankr. D.N.J. Case No. 21-11481
Chapter 11 Petition filed February 24, 2021
See
https://www.pacermonitor.com/view/SWL7RTQ/Elite_Trucking__Rigging_LLC__njbke-21-11481__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott D. Sherman, Esq.
MINION & SHERMAN
E-mail: ssherman@minionsherman.com
In re Specialty Orthpodeic Group Tennessee, PLLC
Bankr. M.D. Tenn. Case No. 21-00514
Chapter 11 Petition filed February 24, 2021
See
https://www.pacermonitor.com/view/ZKZIKFY/Specialty_Orthpodeic_Group_Tennessee__tnmbke-21-00514__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re George William Thomasson, Jr. and Christine L Thomasson
Bankr. N.D. W.Va. Case No. 21-00083
Chapter 11 Petition filed February 24, 2021
represented by: John Wiley, Esq.
In re J-Bird Properties, LLC
Bankr. S.D. W.Va. Case No. 21-30032
Chapter 11 Petition filed February 24, 2021
In re Theodora Patience Oyie
Bankr. C.D. Cal. Case No. 21-11481
Chapter 11 Petition filed February 25, 2021
represented by: Michael Totaro, Esq.
In re Michael Jermaine Dickey and Cajgie McGaha Dickey
Bankr. N.D. Ga. Case No. 21-51575
Chapter 11 Petition filed February 25, 2021
represented by: William Rountree, Esq.
ROUNTREE LEITMAN & KLEIN, LLC
In re Rajan Mahadevia
Bankr. D.N.J. Case No. 21-11536
Chapter 11 Petition filed February 25, 2021
represented by: Robert Lohr, Esq.
In re Mazel on Main LLC
Bankr. W.D.N.Y. Case No. 21-10176
Chapter 11 Petition filed February 25, 2021
See
https://www.pacermonitor.com/view/C7ZPGHQ/Mazel_on_Main_LLC__nywbke-21-10176__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re All-New Inc.
Bankr. S.D. Tex. Case No. 21-30682
Chapter 11 Petition filed February 25, 2021
See
https://www.pacermonitor.com/view/IF2FRVQ/All-New_Inc__txsbke-21-30682__0001.0.pdf?mcid=tGE4TAMA
represented by: Susan Tran Adams, Esq.
TRAN SINGH, LLP
E-mail: stran@ts-llp.com
In re James E. Carpenter
Bankr. E.D. Wash. Case No. 21-00250
Chapter 11 Petition filed February 25, 2021
represented by: Kevin ORourke, Esq.
SOUTHWELL & O'ROURKE, P.S.
In re White Rain Laundry, LLC
Bankr. D. Ariz. Case No. 21-01416
Chapter 11 Petition filed February 26, 2021
See
https://www.pacermonitor.com/view/4BLXY2A/White_Rain_Laundry_LLC__azbke-21-01416__0001.0.pdf?mcid=tGE4TAMA
represented by: James Brown, Esq.
JAMES E. BROWN, P.C.
E-mail: jim@aztaxlaw.com
In re Zollie Stevens
Bankr. C.D. Cal. Case No. 21-11529
Chapter 11 Petition filed February 26, 2021
represented by: Marc Goldbach, Esq.
In re Milind Shashi Bharvirkar
Bankr. M.D. Fla. Case No. 21-00835
Chapter 11 Petition filed February 26, 2021
represented by: Jeffrey Ainsworth, Esq.
In re Paulo Sergio Mateo Santana and Jennifer Preletz Santana
Bankr. S.D. Fla. Case No. 21-11861
Chapter 11 Petition filed February 26, 2021
represented by: Susan Lasky, Esq.
In re Northern Exposure Coney Island, LLC
Bankr. N.D. Ga. Case No. 21-10202
Chapter 11 Petition filed February 26, 2021
In re Safe Care Ambulance LLC
Bankr. D.N.J. Case No. 21-11573
Chapter 11 Petition filed February 26, 2021
See
https://www.pacermonitor.com/view/PJFFGPA/Safe_Care_Ambulance_LLC__njbke-21-11573__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan Goldsmith Cohen, Esq.
I. MARK COHEN LAW GROUP
E-mail: jgc@imclawgroup.com
In re Kenneth Douglas Mosley
Bankr. M.D. Tenn. Case No. 21-00551
Chapter 11 Petition filed February 26, 2021
represented by: Denis Waldron, Esq.
DUNHAM HILDEBRAND, PLLC
In re Freddy Sidi, Jr.
Bankr. S.D. Fla. Case No. 21-12059
Chapter 11 Petition filed March 1, 2021
represented by: Joel Aresty, Esq.
In re Palmco Homes II, LLC
Bankr. S.D. Fla. Case No. 21-12044
Chapter 11 Petition filed March 1, 2021
See
https://www.pacermonitor.com/view/TEP4BZA/Palmco_Homes_II_LLC__flsbke-21-12044__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Edward Garcia
Bankr. E.D. Tex. Case No. 21-40288
Chapter 11 Petition filed March 1, 2021
represented by: Eric Liepins, Esq.
In re Tighe Anthony Merelli
Bankr. N.D. Tex. Case No. 21-30372
Chapter 11 Petition filed March 1, 2021
represented by: Joyce Lindauer, Esq.
In re Canyons End, LLC
Bankr. D. Ariz. Case No. 21-01469
Chapter 11 Petition filed March 2, 2021
See
https://www.pacermonitor.com/view/DLAS4UI/CANYONS_END_LLC__azbke-21-01469__0001.0.pdf?mcid=tGE4TAMA
represented by: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
E-mail: lamar@guidant.law
In re Cynthia A. Rodriguez
Bankr. C.D. Cal. Case No. 21-11676
Chapter 11 Petition filed March 2, 2021
represented by: Mufthiha Sabaratnam, Esq.
In re Javier Cortez
Bankr. N.D. Cal. Case No. 21-30169
Chapter 11 Petition filed March 2, 2021
represented by: Arasto Farsad, Esq.
In re Keith D. Lenger
Bankr. M.D. Fla. Case No. 21-00499
Chapter 11 Petition filed March 2, 2021
represented by: Thomas Adam, Esq.
In re Domus Build & Design Inc.
Bankr. N.D. Fla. Case No. 21-40068
Chapter 11 Petition filed March 2, 2021
See
https://www.pacermonitor.com/view/DLBEKCA/Domus_Build__Design_Inc__flnbke-21-40068__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re All 4 Ones Enterprises, LLC
Bankr. N.D. Ga. Case No. 21-51719
Chapter 11 Petition filed March 2, 2021
In re Allen Edward Crosthwait
Bankr. N.D. Miss. Case No. 21-10391
Chapter 11 Petition filed March 2, 2021
In re The Dignity Group, LLC
Bankr. N.D. Tex. Case No. 21-30374
Chapter 11 Petition filed March 2, 2021
See
https://www.pacermonitor.com/view/MCYAQ4Y/The_Dignity_Group_LLC__txnbke-21-30374__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re La Centerra Estates Harlingen, LLC
Bankr. S.D. Tex. Case No. 21-70026
Chapter 11 Petition filed March 2, 2021
See
https://www.pacermonitor.com/view/ZLMGDSA/La_Centerra_Estates_Harlingen__txsbke-21-70026__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
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