/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210317.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 17, 2021, Vol. 25, No. 75 Headlines AJC ATP: Case Summary & 20 Largest Unsecured Creditors BAYSIDE WASTE: Liquidating Plan Confirmed by Judge BULLDOGGE FITNESS: Voluntary Chapter 11 Case Summary CALIFORNIA-NEVADA METHODIST: Case Summary & 20 Top Unsec. Creditors CAMBIUM LEARNING: Moody's Affirms B3 CFR on Proposed Loan Upsize CARBONLITE HOLDINGS: Deadline for Panel Questionnaires Set Today CARVANA CO: Moody's Completes Review, Retains B3 CFR CEN BIOTECH: Swings to $14.2 Million Net Income in 2020 CENTURY 21: Class Plaintiff Says Disclosures Deficient CENTURY 21: Creditors' Committee Backs Approval of Plan Disclosures CENTURY ALUMINUM: Principal Accounting Officer Resigns CHICAGO EDUCATION BOARD: Moody's Raises Issuer Rating to Ba3 CHURCHILL DOWNS: Moody's Rates $200MM Loans Add-on 'B1' COMMERCIAL VEHICLE: Moody's Alters Outlook on B2 CFR to Stable CORT & MEDAS: Unsecureds to Recover 5% in 1414 Lender's Plan CROXTON 2 LLC: Public Auction of NY Properties on April 13 CWGS ENTERPRISES: Moody's Completes Review, Retains B1 CFR DESOTO OWNERS: Romspen to Get $10M from Auction Sale Proceeds DIAMOND RESORTS: Moody's Puts Caa1 CFR Under Review for Upgrade DIOCESE OF SYRACUSE: Sex Abuse Claims Filing Deadline Nears DURRIDGE COMPANY: Case Summary & 15 Unsecured Creditors DYNASTY ACQUISITION: Moody's Alters Outlook on Caa1 CFR to Stable EMPIRE TODAY: Moody's Assigns B2 CFR, Outlook Stable ENERGY FISHING: Amended Plan of Reorganization Confirmed by Judge ENTERCOM COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Negative EWT HOLDINGS III: Moody's Rates Extended Bank Credit Facilities B1 EXPO MARKETING: Case Summary & 20 Largest Unsecured Creditors FIGUEROA MOUNTAIN: Has Deal on Cash Collateral Access GARRETT MOTION: To Seek Plan Confirmation on April 23 GATEWAY FOUR: Case Trustee Seeks to Use Cash Collateral GI DYNAMICS: Incurs $11.1 Million Net Loss in 2020 GRIDDY ENERGY: Case Summary & 19 Unsecured Creditors GRIDDY ENERGY: Files for Chapter 11 in Winter Storm Fallout GUITAMMER COMPANY: Case Summary & 20 Largest Unsecured Creditors GUMP'S HOLDINGS: April 29 Plan & Disclosure Hearing Set HFZ 344 WEST: JLL to Auction Chatsworth Units on April 6 HILTON GRAND: Moody's Puts Ba2 CFR Under Review for Downgrade HOLLISTER CONSTRUCTION: Gets Cash Collateral Access Thru April 9 HORIZON GLOBAL: Swings to $36.56 Million Net Loss in 2020 HUBBARD RADIO: Proposed Amendment No Impact on Moody's B2 CFR INNERLINE ENGINEERING: Case Summary & 20 Top Unsecured Creditors JADEX INC: Incremental Issuance No Impact on Moody's B2 CFR JFG HOLDINGS: Fine-Tunes Plan; Enters 20-Year Lease w/ Enchantment JS KALAMA: Small Unsecured Claims to Recover 100% in Plan KEIV HOSPITALITY: Unsecureds Will be Paid in Full Under Plan KOPIN CORP: Richard Osgood Won't Stand for Re-Election as Director LADAN INC: Unsecured Creditors to Recover 10% in Plan LAROCHE CARRIER: Updates Plan; Hikes BMO Harris' Claims Pay LATTICE BIOLOGICS: Files for Chapter 7; Owners to Shift Focus LDG001 LLC: Court Approves Disclosure Statement LIGHTHOUSE RESOURCES: Unsecureds Get Reclamation Trust Interest MAVIS TIRE: Moody's Completes Review, Retains B3 CFR MAX FINE FURNITURE: Unsecureds to Get 100% Dividend Over 5 Years MCAFEE LLC: Business Divestiture No Impact on Moody's B1 CFR MIDAS INTERMEDIATE: Moody's Completes Review, Retains Caa1 CFR NINE POINT: Case Summary & 30 Largest Unsecured Creditors ONE WORLD: Involuntary Chapter 11 Case Summary ORBY TV: Case Summary & 20 Largest Unsecured Creditors ORBY TV: Shuts Services, Files for Chapter 11 PACIFIC ALLIANCE: April 27 Plan Confirmation Hearing Set PARAMOUNT INVESTING: Unsec. Creditor to Get 50% Dividend in Plan PEAK PROPERTY: Court OKs Deal on Cash Collateral Use Thru Aug 31 PODS LLC: Moody's Rates New $1.26BB First Lien Loans 'B2' RAHMANIA PROPERTIES: Opposes M. Rahman Credit Bid, Trustee Motion REVLON INC: Widens Net Loss to $619 Million in 2020 RIC METUCHEN: Case Summary & Unsecured Creditor RR DONNELLEY: Moody's Affirms B2 CFR & Alters Outlook to Stable RUBY'S DINER: Founders Hit With Lawsuit on 2018 Bankruptcy Filing RUSSO REAL ESTATE: Gets Cash Collateral Access on Interim Basis RUTABAGA CAFE: Court Approves Disclosure Statement RVR DEALERSHIP: Moody's Completes Review, Retains B2 CFR SANTA CLARITA: Seeks to Disallow Blue Ox's Purported $200M Claim SC SJ HOLDINGS: March 19 Deadline Set for Panel Questionnaires SCOTTS MIRACLE-GRO: Moody's Affirms Ba2 CFR on Strong Growth SHD LLC: Unsecured Creditors Will be Paid in Full in Plan SIEGE TECHNOLOGIES: Nehemiah to Hold Auction on April 16 SONIC AUTOMOTIVE: Moody's Completes Review, Retains Ba3 CFR SOUTHERN FOODS: Fine-Tunes Liquidating Plan SPIRIT AEROSYSTEMS: Moody's Alters Outlook on B2 CFR to Stable STEREOTAXIS INC: Incurs $6.6 Million Net Loss in 2020 SUNDANCE ENERGY: Unsecureds Will be Paid in Full Under Plan SYMBOL MASTER: Deadline to File Claims Is March 31, 2021 SYNCSORT INC: Moody's Assigns B3 CFR on Clearlake Acquisition TAILORED BRANDS: Creditors Have 2 Weeks to Investigate Rescue Loan TEMPUR SEALY: Moody's Gives B1 Rating to New 8-Yr. Unsecured Notes THEOS FEDRO: Case Summary & 9 Unsecured Creditors THOUGHTWORKS INC: Moody's Affirms B2 CFR on Strong Earnings THREESQUARE: To Submit Amended Disc. Statement by March 18 TRANSPINE INC: US Trustee Says Disclosures Fail to Explain Sale TRAVERSE CITY: Amended Plan Filed to Address Objections TREEHOUSE FOODS: Moody's Rates $2.18BB Extended Bank Facilities Ba2 VAQUERIA ORTIZ: May 11 Plan Confirmation Hearing Set VERDICORP INC.: Confirms Plan Despite Class 6 Rejection WC SOUTH CONGRESS: Unsecured Creditors Will Recover 100% in Plan WILDBRAIN LTD: Moody's Rates New $280MM Secured Term Loan 'B2' ZUAITER COMPANY: Unsecureds to Receive $2,853 Plus 3% Interest [*] Bankruptcy Filings Down in New Haven County, CT in 2020 [*] Bankruptcy Filings in New Jersey Area Declined in 2020 [*] Kerr Russell: Preparing for Mediation in Bankruptcy ********* AJC ATP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: AJC ATP, LLC DBA Altitude Trampoline Park Fort Lauderdale 1709 E Commercial Blvd Fort Lauderdale, FL 33334-5737 Business Description: AJC ATP, LLC operates indoor trampoline parks. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-12503 Judge: Hon. Peter D. Russin Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave Ste 450 Fort Lauderdale, FL 33301-1012 Tel: (954) 765-3166 E-mail: chad@cvhlawgroup.com Total Assets: $179,296 Total Liabilities: $1,705,774 The petition was signed by Anthony J. Ciarrochi, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6SOAOYY/AJC_ATP_LLC__flsbke-21-12503__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CS7GXJA/AJC_ATP_LLC__flsbke-21-12503__0001.0.pdf?mcid=tGE4TAMA BAYSIDE WASTE: Liquidating Plan Confirmed by Judge -------------------------------------------------- Judge Catherine Peek McEwen has entered findings of fact, conclusions of law and an order confirming the Plan of Liquidation of debtor Bayside Waste Services, LLC. At the Confirmation Hearing, it was announced that the Reorganized Debtor and CCG had agreed to settle and resolve the CCG Objection with the Reorganized Debtor paying the following amounts to CCG at Closing: (i) the amounts owed on the Petition date as reflected in CCG's Claim No. 9; (ii) post-petition attorney fees of $5,000; (iii) contractual interest through closing; (iv) fifty percent of the default interest from the Petition Date through December 17, and (v) default interest from Dec. 18, 2020, through the Closing, less post-petition adequate protection payments made during the Bankruptcy Case. The Plan has been proposed in good faith and not by any means forbidden by law by the Debtor. The Plan has been accepted in writing by the requisite majorities of the Classes of Creditors whose acceptance is required by law. With respect to Confirmation of the Plan, all other requirements of 11 U.S.C. §1129(a) and (b) have been met. A full-text copy of the Plan Confirmation Order dated March 9, 2021, is available at https://bit.ly/2Oxp2dc from PacerMonitor.com at no charge. About Bayside Waste Services Bayside Waste Services, LLC, a Tampa, Florida-based provider of environmental services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02359) on March 18, 2020. The petition was signed by Paul J. Simon, its manager. As of Feb. 29, 2020, the Debtor had $769,198 in total assets and $1,376,899 in total liabilities. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its counsel. BULLDOGGE FITNESS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Bulldogge Fitness Group, Inc. 4735 Saratoga Ave Downers Grove, IL 60516 Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 21-03336 Judge: Hon. Timothy A. Barnes Debtor's Counsel: Richard G. Larsen, Esq. SPRINGERLARSENGREENE, LLC 300 S. County Farm Road, Suite G Wheaton, IL 60187 Tel: 630-510-0000 Fax: 630-510-0004 E-mail: rlarsen@springerbrown.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Schroeder, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZX4A4SI/Bulldogge_Fitness_Group_Inc__ilnbke-21-03336__0001.0.pdf?mcid=tGE4TAMA CALIFORNIA-NEVADA METHODIST: Case Summary & 20 Top Unsec. Creditors ------------------------------------------------------------------- Debtor: California-Nevada Methodist Homes 1850 Alice Street Oakland, CA 94612 Business Description: California-Nevada Methodist Homes is a California non-profit public benefit corporation that operates nursing homes & long-term care facilities. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Northern District of California Case No.: 21-40363 Judge: Hon. Charles Novack Debtor's Counsel: Neal L. Wolf, Esq. HANSON BRIDGETT LLP 425 Market Street San Francisco, CA 94105 Tel: 415-995-5015 Fax: 415-541-9366 E-mail: NWolf@hansonbridgett.com Debtor's Financial Advisor: SILVERMAN CONSULTING Debtor's Notice & Claims Agent: STRETTO LLC https://cases.stretto.com/CNMH/court-docket/ Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Steven A. Nerger, chief restructuring officer. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WGXCGMQ/California-Nevada_Methodist_Homes__canbke-21-40363__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. City National Bank Unsecured Bank $4,937,965 3484 Central Avenue Loan Riverside, CA 92506 Attn: Irene Richardson Tel: 951-276-8811 Fax: 951-276-8830 Email: Irene.richardson@cnb.com 2. Creditor #11821167 Customer Claim $612,000 [Address Redacted] 3. Creditor #11821168 Customer Claim $573,720 [Address Redacted] 4. Creditor #11821193 Customer Claim $567,000 [Address Redacted] 5. Creditor #11821172 Customer Claim $542,298 [Address Redacted] 6. Creditor #11821174 Customer Claim $506,685 [Address Redacted] 7. Creditor #11821183 Customer Claim $484,380 [Address Redacted] 8. Creditor #11821177 Customer Claim $472,022 [Address Redacted] 9. Creditor #11821175 Customer Claim $466,483 [Address Redacted 10. Creditor #11821191 Customer Claim $402,650 [Address Redacted 11. Creditor #11821187 Customer Claim $396,206 [Address Redacted] 12. Creditor #11821181 Customer Claim $394,945 [Address Redacted] 13. Creditor #11821190 Customer Claim $310,099 [Address Redacted] 14. Creditor #11821192 Customer Claim $379,427 [Address Redacted] 15. Creditor #11821178 Customer Claim $376,273 [Address Redacted] 16. Creditor #11821179 Customer Claim $373,920 [Address Redacted] 17. Creditor #11821184 Customer Claim $372,438 [Address Redacted] 18. Creditor #11821189 Customer Claim $370,304 [Address Redacted] 19. Creditor #11821186 Customer Claim $360,588 [Address Redacted] 20. Creditor #11821188 Customer Claim $356,659 [Address Redacted] CAMBIUM LEARNING: Moody's Affirms B3 CFR on Proposed Loan Upsize ---------------------------------------------------------------- Moody's Investors Service affirmed Cambium Learning Group, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's proposed first lien term loan add-on transaction. Concurrently, Moody's downgraded the rating for the company's first lien senior credit facilities including the upsized the term loan to B3 from B2. Moody's took no action on the Caa2 rating for the second lien term loan. The rating for the second lien term loan will be withdrawn at the close of the transaction. The outlook remains stable. The company is raising an additional $350 million first lien term loan to pay off the second lien term loan. The company is also expected to use $80 million of the proceeds from the sale of its Rosetta Stone language business to IXL Learning (expected to close in mid March) to repay a portion of the outstanding first lien term loan. The company plans to use the rest of the proceeds from the sale to pay a dividend to the sponsor, which Moody's view as aggressive financial policy. Pro forma debt-to-EBITDA leverage (for the proposed transaction and the divestiture of Rosetta Stone language) for the LTM period ended December 31, 2020 is about 9.9x, which is a slight improvement than the pro forma leverage at the close of the debt funded acquisition of Rosetta Stone in October 2020 due to strong performance in 3Q and 4QFY2020. In addition, the company will be able to benefit from meaningful interest savings which will further boost free cash flow generation. Moody's affirmed the CFR because it expects Cambium will be able to de-lever with strong earnings growth over the next 12 to 18 months due to strong invoice growth in FY2020. Cambium is also expected to have good liquidity with about $104 million cash on balance sheet and is expected to generate solid positive free cash flow of more than $50 million over the next year. The downgrade of first lien to B3 from B2 reflects the elimination of the loss absorption from subordinated debt in the event of a default as the result of the full repayment of its second lien term loan. Moody's took the following ratings actions: Ratings Affirmed: Issuer: Cambium Learning Group, Inc. Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD Ratings Downgraded: Issuer: Cambium Learning Group, Inc. Gtd Senior Secured First Lien Revolving Credit Facility, downgraded to B3 (LGD4) from B2 (LDG3) Gtd Senior Secured First Lien Term Loan (including proposed upsize), downgraded to B3 (LGD4) from B2 (LGD3) Outlook Actions: Outlook, Remains Stable Moody's took no action on Cambium's Gtd Senior Secured Second Lien Term Loan, currently rated Caa2 (rating will be withdrawn at the close of the transaction) RATINGS RATIONALE Cambium's B3 CFR broadly reflects its very high leverage as the result of aggressive growth strategy with debt funded acquisitions. Moody's adjusted debt-to-EBITDA is about 9.9x (after deducting cash outlays for software and content development costs) pro forma for the Rosetta Stone acquisition, the sale of Rosetta Stone language's business, and the proposed refinancing. Debt-to-EBITDA leverage would be in the mid 6.0x if change in deferred revenue is included in the calculation of EBITDA. Although Moody's expect leverage will decline due to strong earnings growth over the next year including through the realization of synergies, Cambium's leverage will remain high over the longer term given its private equity ownership and a growth strategy that incorporates strategic debt funded acquisitions. The rating is also constrained by the competitive nature of the industry with other participants in the relatively fragmented K-12 digital learning and assessment market. High reinvestment is necessary to enhance content and product features and maintain competitiveness, leading to high cash outlays and the need to attract and retain a skilled workforce. However, the rating is supported by Cambium's established brand name with a portfolio of well-recognized product offerings in the digital education services market, long term relationships with core K-12 school customers, and solid growth prospects driven by favorable industry fundamentals such as the transition of educational services to more digital-oriented delivery. The rating also benefits from Cambium's stable cash generating capability due to a high level of recurring revenue and solid margins. Moody's views Cambium's governance risk as high given its private equity ownership by Veritas Capital. The company has adopted aggressive financial strategy, which is evidenced by two large scale mostly debt-funded acquisitions since the leveraged buyout in December 2018. As a private company, financial disclosures are also more limited than for public companies. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Pressure on school budgets from lower tax revenues is a risk, but increased distanced learning has generally improved demand for digital educational service offerings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that the company will be able to de-lever with strong earnings growth over the next 12 to 18 months as well as maintain good liquidity with solid free cash flow generation exceeding $50 million annually. The stable outlook also reflects Moody's expectation that over the longer term, Cambium will continue to utilize debt and leveraging transactions to fund its aggressive growth strategy including acquisitions. The ratings could be downgraded if there is deterioration in operating performance, market share declines, EBITA-to-interest expense is less than 1.0x, free cash flow is weak or negative, or liquidity otherwise deteriorates. The ratings could be upgraded if the company delivers sustained organic revenue and earnings growth, with Moody's adjusted debt-to-EBITDA maintained well below 6.5x and free cash flow as a percentage of debt sustained above 5%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Dallas, Texas, Cambium is a provider of predominantly subscription-based digital online educational curriculum content and assessments to the pre-K to 12 grade school market. Pro forma for the pending Rosetta Stone acquisition, LTM (as of December 31, 2020) bookings approximated $650 million. The company has been owned by the private equity firm Veritas Capital since a 2018 leveraged buyout. CARBONLITE HOLDINGS: Deadline for Panel Questionnaires Set Today ---------------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy case of CarbonLite Holdings LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/2OHll4B and return it to Joseph.McMahon@usdoj.gov the Office of the United States Trustee so that it is received no later than 4:00 p.m., on March 17, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About CarbonLite CarbonLite is engaged in the processing of post-consumer recycled polyethylene terephthalate ("rPET") plastic products and producing rPET and polyethylene terephthalate ("PET") beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings LLC and 10 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, estimated assets of $100 million to $500 million and debt of $50 million to $100 million. The Hon. John T. Dorsey is the case judge. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Reed Smith LLP is the corporate counsel. STRETTO is the claims agent. CARVANA CO: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Carvana Co. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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. Carvana Co's B3 corporate family rating highlights its lack of profitability, excess cash balances, favorable position in the used car retail segment, its unique ordering and delivery models, which Moody's believes provide a first-mover advantage, and significant management expertise in both the auto and tech segments. Carvana's liquidity has historically been bolstered by both debt and equity raises, which most recently included a $1 billion senior unsecured note issue, which refinanced $600 million due in 2023 and provided over $300 million in cash that will be used for future growth. The principal methodology used for this review was Retail Industry published in May 2018. CEN BIOTECH: Swings to $14.2 Million Net Income in 2020 ------------------------------------------------------- CEN Biotech, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $14.25 million for the year ended Dec. 31, 2020, compared to a net loss of $5.65 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $6.31 million in total assets, $16.30 million in total liabilities, and a total shareholders' deficit of $9.99 million. Mazars USA LLP, in New York, New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 12, 2021, citing that the Company has incurred significant operating losses and negative cash flows from operations since inception. The Company also had an accumulated deficit of $27,060,527 at Dec. 31, 2020. The Company is dependent on obtaining necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue their operations. The COVID-19 pandemic has hindered the Company's ability to raise capital. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1653821/000143774921005883/cenb20201231_10k.htm About CEN Biotech CEN Biotech, Inc. -- tp://www.cenbiotechinc.com -- is focused on the manufacturing, production and development of Light Emitting Diode lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. Its principal office is located at 300-3295 Quality Way, Windsor, Ontario, Canada. CENTURY 21: Class Plaintiff Says Disclosures Deficient ------------------------------------------------------ Plaintiff Stephanie Vukosavljevic ("Class Plaintiff"), on behalf of herself and a putative class of terminated employees of Century 21 Department Stores LLC ("Debtor-Defendant"), objects to the adequacy of the Disclosure Statement for Debtors' Joint Plan Pursuant to Chapter 11. Class Plaintiff claims that the Disclosure Statement fails to properly disclose the economics of the WARN Act claims. Furthermore, the Disclosure Statement does not even discuss the Union POC or what effect the Union POC will have on the recoveries to holders of General Unsecured Claims if allowed. Class Plaintiff points out that the Debtors' Plan provides for broad third-party releases for those holders of Claims that do not affirmatively opt-out of the releases. However, the Disclosure Statement fails to adequately describe the releases, the parties receiving the releases and the effect of those releases. Class Plaintiff asserts that the Disclosure Statement should be updated to disclose the current procedural posture of the WARN Act litigation, including that the Class Plaintiff has filed a motion to certify the class. Class Plaintiff further asserts that the Plan provides that a "Plan Administrator" will manage the Debtors' businesses and operations, liquidate the Debtors' assets and make distributions to holders of the Claims. However, neither the Plan nor the Disclosure Statement discloses the identity of the proposed Plan Administrator and his or her qualifications. A full-text copy of the Class Plaintiff's objection dated March 9, 2021, is available at https://bit.ly/38GV7Gm from PacerMonitor.com at no charge. Co-Counsel for Plaintiff and the Class: MOORE KUEHN, PLLC Justin A. Kuehn Fletcher W. Moore 30 Wall Street, 8thfloor New York, New York 10005 Tel: (212) 709-8245 E-mail: jkuehn@moorekuehn.com fmoore@moorekuehn.com - and - BRAGAR EAGEL & SQUIRE, P.C. Lawrence P. Eagel David J. Stone 810 Seventh Avenue, Suite 620 New York, NY 10019 Tel: (212) 308-5858 E-mail: eagel@bespc.com stone@bespc.com About Century 21 Department Stores Century 21 Department Stores LLC -- http://www.c21stores.com/-- and its affiliates are pioneers in off-price retail offering access to designer brands at amazing prices. The companies opened their iconic flagship location in downtown Manhattan in 1961. As of the petition date, the Debtors have 13 stores across New York, New Jersey, Pennsylvania and Florida and an online retail presence, operate seasonal pop-ups, and employ other innovative retail concepts. Century 21 Department Stores and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10, 2020). Century 21 was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. The Debtors tapped Proskauer Rose LLP as their legal counsel, Berkeley Research Group LLC as financial advisor, Hilco Merchant Resources LLC as liquidation consultant, and Deloitte Tax LLP as tax advisor. Stretto is the Debtors' claims agent. On Sept. 16, 2020, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee is represented by Lowenstein Sandler, LLP. CENTURY 21: Creditors' Committee Backs Approval of Plan Disclosures ------------------------------------------------------------------- On March 12, 2021, the Official Committee of Unsecured Creditors in Century 21 Department Stores LLC, et al.'s case filed documents indicating that it is supporting the Debtors' request for approval of the Disclosure Statements. The Committee joins in the Debtors' reply in support of the Disclosure Statement. The Committee adopts the arguments and authorities cited in the Reply. Accordingly, the Committee requests that the Court overrule all objections thereto to the extent not resolved by modifications to the Disclosure Statement, and grant the relief requested in the Motion. "Consummation of the Plan remains the most efficient, orderly, and value-maximizing way to conclude these Chapter 11 Cases. The Debtors are focused on confirming and consummating the Plan by the end of April 2021. Stakeholders will do better under the Plan than any alternative, which no party in interest in these Chapter 11 Cases has proposed or requested. That only one party in interest == the party in active litigation with the Debtors -- objected to the Disclosure Statement is instructive," the Debtor said in its Reply. "Contemporaneously herewith, in advance of the hearing for this Court to consider approval of the Disclosure Statement, the Debtors filed an amended Plan and an amended Disclosure Statement (a) addressing WARN Plaintiff's disclosure-based objections and (b) incorporating comments from, and the outcome of certain negotiations with, several stakeholders in these Chapter 11 Cases, including the U.S. Trustee, the Committee, and the Prepetition Agent. The amended Disclosure Statement reflects additional information regarding the Debtors' Chapter 11 Cases, the pending WARN Act litigation, releases, and other relevantt information. Prior to filing the amended Plan and amended Disclosure Statement, the Debtors reached out to counsel for the WARN Plaintiff in an attempt to resolve the Objection; those discussions remain ongoing as of the filing of this Reply." "However, in any event, the Debtors believe that the Disclosure Statement as originally filed, together with the amendments that they have made thereto (as set forth in the table below with references to specific Disclosure Statement provisions), more than adequately address each of the knowable issues with respect to which WARN Plaintiff requested additional disclosures and that the Disclosure Statement thus easily meets Bankruptcy Code Section 1125's standard for adequate information." Counsel to the Official Committee of Unsecured Creditors: LOWENSTEIN SANDLER LLP Jeffrey L. Cohen, Esq. Lindsay H. Sklar, Esq. 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 E-mail: jcohen@lowenstein.com E-mail: lsklar@lowenstein.com - and - Brent Weisenberg, Esq. One Lowenstein Drive Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 E-mail: bweisenberg@lowenstein.com About Century 21 Department Stores Century 21 Department Stores LLC -- http://www.c21stores.com/-- and its affiliates are pioneers in off-price retail offering access to designer brands at amazing prices. The companies opened their iconic flagship location in downtown Manhattan in 1961. As of the petition date, the Debtors have 13 stores across New York, New Jersey, Pennsylvania, and Florida and an online retail presence, operate seasonal pop-ups and employ other innovative retail concepts. Century 21 Department Stores and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097) on Sept. 10, 2020. Century 21 was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. The Debtors tapped Proskauer Rose LLP as their legal counsel, Berkeley Research Group LLC as a financial advisor, Hilco Merchant Resources LLC as liquidation consultant, and Deloitte Tax LLP as a tax advisor. Stretto is the Debtors' claims agent. CENTURY ALUMINUM: Principal Accounting Officer Resigns ------------------------------------------------------ Elisabeth Indriani, global controller and principal accounting officer at Century Aluminum Company, provided notice of her resignation from the Company effective March 19, 2021. Craig Conti, the Company's executive vice president, chief financial officer and principal financial officer will serve as interim principal accounting officer until Ms. Indriani's replacement is hired. About Century Aluminum Company Century Aluminum Company -- http://www.centuryaluminum.com-- is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland. Century Aluminum reported a net loss of $123.3 million for the year ended Dec. 31, 2020, compared to a net loss of $80.8 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.39 billion in total assets, $240.3 million in total current liabilities, $613.2 million in total noncurrent liabilities, and $546.1 million in total shareholders' equity. * * * As reported by the TCR on April 17, 2020, Moody's Investors Service downgraded the Corporate Family Rating of Century Aluminum Company to Caa1 from B3. "The ratings downgrade reflects Moody's expectations of further deterioration in Century's credit profile due to the impact of the coronavirus outbreak on the global aluminum demand, prices and regional premiums, which have declined materially since the beginning of 2020," said Botir Sharipov, vice president and lead analyst for Century Aluminum. CHICAGO EDUCATION BOARD: Moody's Raises Issuer Rating to Ba3 ------------------------------------------------------------ Moody's Investors Service has upgraded Chicago Board of Education, IL's (Chicago Public Schools; CPS; the district) issuer and general obligation unlimited tax rating to Ba3 from B1. The outlook is stable. The district has approximately $3 billion in rated debt outstanding. RATINGS RATIONALE The upgrade of the issuer rating to Ba3 incorporates the district's improved financial performance resulting from substantial prior increases in state and local revenues. While state aid is now beginning to stagnate and revenue from a local pension levy could decline, the softening of those revenue sources is offset with a very sizable infusion of federal funds from several rounds of pandemic relief aid. Still, the district remains challenged by high levels of cash flow borrowing and growing expenditures despite substantial ongoing enrollment loss. Other credit considerations include Chicago's massive economic base and the district's close governance connection with the City of Chicago (Ba1 negative), whose mayor appoints the Chicago Board of Education members. The district also has very high direct and overlapping leverage from debt and post-retirement liabilities. The GOULT rating is Ba3, the same as the issuer rating, based on the district's pledge of all available funds and its authority to levy an unlimited ad valorem property tax. RATING OUTLOOK The stable outlook reflects our expectation that the district has sufficient resources to accommodate growing expenditures coupled with declining enrollment for at least the next several years while maintaining narrow, though adequate, liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Continued revenue growth, which will likely require the state continuing to meet funding targets of the evidence-based formula -- Continued and sustained growth in operating liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Declines in operating liquidity or increased reliance on cash flow borrowing or other sources of nonrecurring revenue -- Stagnant revenue trends that are outpaced by the district's growing expenditures LEGAL SECURITY All of the district's rated debt is secured by its GOULT pledge. The majority of the district's debt is GO alternate revenue debt, which is secured primarily by pledged state aid revenues. An unlimited tax levy is filed with the county at the time of issuance. The property tax is abated only after sufficient alternate revenues are deposited with the trustee into a debt service fund. If the deposit is not made with the trustee, the levy is extended. PROFILE CPS is coterminous with the City of Chicago. The district operates over 528 non charter schools and serves approximately 283,000 students net of charter enrollment. The Chicago Board of Education is responsible for organizational and financial oversight of CPS. METHODOLOGY The principal methodology used in these ratings was US K-12 Public School Districts Methodology published in January 2021. CHURCHILL DOWNS: Moody's Rates $200MM Loans Add-on 'B1' ------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Churchill Downs Incorporated's (CHDN) proposed $200 million add-on to the company's existing $500 million 4.75% senior unsecured notes due 2028. CHDN's other ratings are not affected including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 senior secured debt rating and B1 senior unsecured debt rating. The rating outlook is unchanged at stable and CHDN's SGL-2 Speculative Grade Liquidity rating is not affected. Proceeds from the add-on, along with the proceeds from CHDN's recently announced $300 million term loan B offering due 2028 (rated Ba1 on 4-Mar), will go towards repaying the company's $361 million of outstanding borrowings under its $700 million revolver and increasing the company's balance sheet cash to about $200 million which can be used for future capital expenditures and general corporate purposes. Despite the leverage increase that will occur as a result of the new term loan and senior unsecured add-on -- pro forma Dec. 31, 2020 debt/EBITDA on a gross basis is 8.5x compared to 7.0x based on Dec. 31, 2020 actual results -- CHDN's Corporate Family Rating and stable rating outlook are not affected. Moody's remains confident of CHDN's ability to grow EBITDA in fiscal 2021 through increased seating capacity at Churchill Downs Racetrack and a full year of earnings from Oak Grove (opened in Sept.2020) and Newport Gaming (opened in Oct. 2020) in 2021. In fiscal 2022, continued growth in EBITDA along with free cash flow of between $400 million and $500 million after capital expenditures and common dividends will enable the company to achieve its longer-term net leverage target of 3.0x to 4.0x. The proposed transaction will also benefit CHDN's liquidity as the proposed term loan proceeds will be used to repay outstanding revolver amounts and increase cash balances. Part of the leverage increase relates to a debt-funded $194 million privately negotiated share repurchase from one investor, an event Moody's considers aggressive from a financial policy standpoint, and not something that Moody's previously anticipated. Because the share repurchase will result in CHDN taking longer to reduce leverage to the targeted range, the company is more weakly positioned within the Ba3 rating category. The B1 rating on CHDN's proposed and existing senior unsecured notes, one notch lower than CHDN's Ba3 Corporate Family Rating, considers the significant amount of senior secured debt ahead of it in the capital structures. The following ratings/assessments are affected by the action: Assignments: Issuer: Churchill Downs Incorporated Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE CHDN's credit profile and Ba3 CFR reflects the strong history, popularity and performance of the Kentucky Derby along with the company's practice of operating with moderate leverage during normal operating conditions. Also viewed favorably is the consistent and stable performance of TwinSpires.com, the company's horse racing digital wagering platform. Key credit concerns include the highly discretionary nature of consumer spending on traditional gaming and betting activities in general. Continued pressure from efforts to contain the coronavirus, potential for a slow longer-term recovery, and the long-term fundamental challenges facing regional gaming companies are also considered risks. The stable outlook considers CHDN's lower cost structure and revenue and EBITDA growth at the company's online wagering segment, a trend we believe will continue despite the ongoing effects of the corona virus pandemic. This has improved the company's ability to bring its debt-to-EBITDA leverage back down to a range more consistent with CHDN's Ba3 Corporate Family Rating by the end of 2021 - between 4.5x and 5.5x times. CHDN's debt/EBITDA, pro forma for the revolver repayment on a Moody's adjusted basis for the fiscal year ended Dec. 31, 2020 is high at 8.5x, but that metric was significantly affected by several months of temporary asset closures during March through June related to the coronavirus pandemic. Moody's assume in the stable outlook that CHDN's gaming and horse racing businesses will continue to operate without interruption and that capacity restrictions will be eased over the next year. Additionally, Moody's also assumes in the stable outlook that CHDN will maintain good liquidity including the ability to comfortably meet the credit facility financial maintenance covenants. CHDN's SGL-2 Speculative Grade Liquidity considers that despite the stress on financial resources that has occurred as a result of the coronavirus crisis, CHDN can still generate and maintain an excess level of internal cash resources after satisfying all scheduled debt service. There are also no material debt maturities until CHDN's $400 million term loan B matures in 2024. The $700 million revolver expires in March 2025. Additionally, as a result of bank loan covenant amendments obtained on April 28, 20, CHDN will not be required to comply with its existing consolidated total secured net leverage ratio financial covenant and the interest coverage ratio financial covenant through June 30, 2021 ("financial covenant relief period"). CHDN has to meet a minimum liquidity financial covenant that requires the company to maintain liquidity of at least $150 million during that same period. Moody's believes the company has ample cushion within the minimum liquidity covenant. Moody's projects CHDN will meet the 4.0x senior secured debt-to-EBITDA leverage ratio covenant that returns during the September 30, 2021 quarter. ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of CHDN from the current weak US economic activity and a gradual recovery for the coming year. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. 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 CHDN'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 CHDN remain vulnerable to the outbreak continuing to spread. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A rating upgrade requires a high degree of confidence that the gaming sector has returned to a period of long-term stability along with a continued positive free cash flow outlook and good liquidity profile, and debt/EBITDA sustained below 4.0x. Factors that could lead to a downgrade include any revenue and earnings decline due to renewed facility shutdowns, reduced visitation, increased competition, deterioration in liquidity, or debt/EBITDA sustained above 5.5x. The principal methodology used in this rating was Gaming Methodology published in October 2020. Churchill Downs Incorporated (CHDN) is a racing, online wagering and gaming entertainment company that owns and operates: The Kentucky Derby; three pari-mutuel gaming entertainment venues in Kentucky: Derby City Gaming, Oak Grove Racing, Gaming, and Hotel, and Newport Racing and Gaming; TwinSpires, one of the largest online horse race wagering, online sportsbook and iGaming platforms in the U.S.; and brick-and mortar casino gaming with approximately 11,000 slot machines and video lottery terminals and 200 table games in eight states. CHDN is organized in 3 reporting business segments: Churchill Downs, On-line Wagering, and Gaming. Net revenue for the fiscal year ended Dec. 31, 2020 was $1,05 billion. The company is publicly traded (NASDAQ:CHDN). COMMERCIAL VEHICLE: Moody's Alters Outlook on B2 CFR to Stable -------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Commercial Vehicle Group, Inc. (CVG), including the corporate family rating at B2, the senior secured rating at B2, and the probability of default rating at B2-PD. The outlook has been revised to stable from negative. The actions are based on Moody's expectation that favorable end market conditions will support the restoration of CVG's credit profile over the course of 2021 to pre-pandemic levels, including debt/EBITDA returning near 3x and EBITA margins in the mid-single digit range. Moody's believes strong protection in the company's debt metrics is critical to withstand the inherent cyclicality from exposure to Class 8 truck production. In addition, the company's lower leverage profile and adequate liquidity should support CVG's ongoing strategy shift to increase its business mix towards more stable revenue sources, specifically e-commerce warehouse automation supply. The following rating actions were taken: Affirmations: Issuer: Commercial Vehicle Group, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: Commercial Vehicle Group, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Commercial Vehicle Group's ratings, including the B2 CFR, reflect the company's modest scale, exposure to highly-cyclical end-markets and customer and geographic concentrations in its business. Moody's expects CVG's revenues to increase at least 15% in 2021 following a decline of about 20% in 2020 as production for Class 8 trucks in North America recovers significantly. CVG's exposure to heavy and medium-duty truck production decreased to 35% of its business in 2020 from about half in 2019, and the company has a good market position providing seating systems, trim and wire harnesses to a concentrated group of customers. Moody's expects CVG to maintain its competitive position as a key trucking supplier going forward, but recognizes the ongoing shift in the company's strategic efforts, especially with newer executive management in place, to focus the business on more stable revenue sources with high long-term growth prospects. These sources include a build-out of its warehouse automation systems, which the company entered through its late-2019 acquisition of First Source Electronics, and last mile delivery vehicles. Favorable trends in e-commerce support the growth in these areas. However, competition for warehouse automation supply is expected to be intense with many larger, traditional manufacturing companies having entered the space in recent years. CVG has historically demonstrated a disciplined approach to managing its balance sheet with low levels of funded debt and moderate leverage ahead of anticipated cyclical downturns given its trucking exposure. Moody's expects the company to maintain this approach with leverage improving to near 3x debt/EBITDA in 2021 as favorable end market conditions persist. As CVG diversifies its exposure away from trucking, there is the potential for the company change its financial policy to tolerate higher leverage as its revenue sources become more predictable. The stable outlook reflects Moody's view that CVG will maintain moderate leverage with debt/EBITDA in the 3x range and adequate liquidity with positive free cash flow as the company continues its ongoing shift to diversify away from its core trucking business. CVG's SGL-3 liquidity rating reflects Moody's expectation for an adequate liquidity profile through 2021 supported by cash ($51 million at the end of December 2020, although a substantial portion is outside the US) and modestly positive free cash flow of about $10 million expected during 2021. CVG's liquidity is further supported by a $90 million asset-based facility (ABL), which is expected to remain undrawn. Following an amendment to its term loan covenants during 2020, Moody's anticipates the company to maintain significant cushion with its leverage covenant and $40 million minimum liquidity test. ESG CONSIDERATIONS The company's role in the commercial vehicle industry exposes it to environmental risks arising from increasing regulations on carbon emissions, particularly as it relates to its end customers. Moody's views CVG's risk to be manageable with certain opportunities in its electrical systems segment to contribute to trends toward longer-term electrification of commercial vehicles. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CVG maintains sufficient financial flexibility in its credit metrics to both withstand inherent volatility in its primary end market and expand its presence in growing business areas, specifically warehouse automation. This financial flexibility can be measured by the company maintaining EBITA margins in the high-single digit range and sustaining debt/EBITDA below 3.5x. The ratings could be downgraded if CVG's liquidity position deteriorates from an inability to generate positive free cash flow or availability on its asset-based facility is significantly reduced. The expectation for debt/EBITDA to be sustained above 5x could also pressure the rating. The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2020. CVG is a global provider of components and assemblies into two primary end markets -- the global vehicle market and the U.S. technology integrator markets. The company provides components and assemblies to global vehicle companies to build original equipment and provides aftermarket products for fleet owners. The company also provides mechanical assemblies to warehouse automation integrators and to U.S. military technology integrators. Revenue for the twelve months ending December 2020 was $718 million. CORT & MEDAS: Unsecureds to Recover 5% in 1414 Lender's Plan ------------------------------------------------------------ Secured creditor 1414 Utica Avenue Lender LLC submitted an Amended Disclosure Statement with respect to the Amended Plan of Reorganization for debtor Cort & Medas Associates, LLC on March 9, 2021. Class 3 consists of MTAG Secured Claims. The holder of the Class 3 MTAG Secured Claims shall receive payment from the Disbursing Agent in Cash, in the full amount of its Allowed Secured Claim, or as may be otherwise agreed in writing between the Plan Proponent and the holder of such Claim. Class 4 consists of Secured Creditor's Secured Claim. Secured Creditor shall receive the following treatment: (i) to the extent any Cash from the Sale Proceeds is remaining after payment of Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, Class 2 Claims, and Class 3 Claims, on the Effective Date, or as soon as possible after the Secured Creditor's Secured Claim becomes an Allowed Claim, the Secured Creditor shall receive from the Disbursing Agent remaining Cash, if any, up to the full amount of its Allowed Secured Claim, or (ii) if the Property is sold to Secured Creditor by credit bid, then on the Effective Date, Secured Creditor, or its designee, shall take title to the Property free and clear of all Liens, except permitted encumbrances as determined by Secured Creditor. If the Sale Proceeds are insufficient to pay the Class 4 Claim in full, the deficiency amount shall be treated as a Class 5 Claim. Class 5 consists of General Unsecured Claims in the amount of $884,110.46 with 5% projected recovery. The holder of such Claims shall receive the following treatment: on the Effective Date, or as soon as possible after such Claims become Allowed Claims, each holder of a Class 5 General Unsecured Claim shall receive from the Disbursing Agent, unless otherwise agreed in writing between the Plan Proponent and the holder of such Claim, its Pro Rata payment of the remaining Cash from the Sale Proceeds after payment of Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, Class 2 Claims, Class 3 Claims, and the Class 4 Claim; provided, however, if the amount of such remaining Cash from the Sale Proceeds available to pay Allowed Class 5 Claims is less than $50,000.00, Secured Creditor will fund the GUC Contribution for the Pro Rata distribution to Class 5 General Unsecured Claims. Payments under the Plan will be paid from either the Sale Proceeds, Cash turned over by the Debtor to the Disbursing Agent, and/or Cash to be contributed by Secured Creditor. Prior to or on the Effective Date, the Property shall be sold to the Purchaser, pursuant to sections 363(f), 1123(a)(5)(D), and 1141(c) of the Bankruptcy Code free and clear of all Liens. Only in the event that Secured Creditor or its designee is the Purchaser of the Property by credit bid, or if the Sale Proceeds are insufficient to pay the full amount of the Allowed Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, Class 2 Claims, and Class 3 Claims, Secured Creditor shall deliver to the Disbursing Agent for distribution pursuant to the provisions of the Plan (i) Cash in an amount sufficient to pay the full amount of the Allowed Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, Class 2 Claims, and Class 3 Claims, and (ii) the GUC Contribution. A full-text copy of Secured Creditor's Amended Disclosure Statement dated March 9, 2021, is available at https://bit.ly/3tbZctQ from PacerMonitor.com at no charge. Counsel for the 1414 Utica: RUBIN LLC Paul A. Rubin Hanh V. Huynh 345 Seventh Avenue, 21st Floor New York, New York 10001 Tel: 212.390.8054 E-mail: prubin@rubinlawllc.com hhuynh@rubinlawllc.com About Cort & Medas Associates Cort & Medas Associates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41313) on March 6, 2019. At the time of the filing, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Carla E. Craig. Shafferman & Feldman LLP is the Debtor's legal counsel. CROXTON 2 LLC: Public Auction of NY Properties on April 13 ---------------------------------------------------------- In accordance with the applicable provisions of the Uniform Commercial Code as enacted in New York, secured party Melody Business Finance LLC, acting in its capacity as collateral agent for the benefit of lenders, will offer for sale at public auction on April 13, 2021, at 10:00 a.m. (EST), all member and other equity interests in and to Croxton 2 LLC and Three-Hundredth Street LLC, which entities solely own real property located at 142 Crestview Drive, Sagaponack, New York, and 22 East 67th Street, New York, New York. Remote auction via Cisco WebEx Remote Meeting at https://bit.ly/MELODYUCC. The sale will be conducted by Matthew D. Mannion of Mannion Auctions LLC. Interested parties who intend to bid must contact: Brock Cannon Newmark Group Inc. 125 Park Avenue, 6th Floor New York, NY 10017 Tel: (646) 315-4785 E-mail: brock.cannon@ngkf.com CWGS ENTERPRISES: Moody's Completes Review, Retains B1 CFR ---------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of CWGS Enterprises, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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 CWGS Enterprises LLC.'s (dba "Camping World") B1 corporate family rating considers its improved quantitative credit profile, industry fundamentals that rebounded quickly from pandemic-related softness, its leading market position within the recreational vehicle segment, its flexible business model that provides multiple sources of revenue, with retail sales, membership sales, and parts and accessories through its dealership and retail networks, as well as the risks inherent in its acquisition-based growth strategy. Liquidity is good with cash and equivalents of $166 million, with meaningful maturities long-dated. The principal methodology used for this review was Retail Industry published in May 2018. DESOTO OWNERS: Romspen to Get $10M from Auction Sale Proceeds ------------------------------------------------------------- Desoto Owners LLC and Desoto Holding LLC filed the First Amended Disclosure Statement which relates to the Second Amended Joint Plan of Reorganization. The Debtors will ask the Bankruptcy Court to bifurcate the Class 3 Romspen Claim into a Secured Claim and an Unsecured Claim pursuant to 11 U.S.C. Sec. 506. The Romspen Allowed Secured Claim will be paid in full in two stages: When Desoto Owners closes on its Construction Loan, Romspen will relinquish its Lien on the Parcel A Property and receive substitute collateral exceeding the value of the Parcel A Property. Shortly thereafter, Desoto Owners will auction off parcels of the Mall Property (other than Parcel A) until at least $10 million of net proceeds are available to pay Romspen. After the Parcel A Property development is completed and it is sold or refinanced, Romspen will receive the balance of payments due on its Secured Claim including interest. Romspen's Unsecured Claim will be treated as a Class 5 General Unsecured Claim. Whether or not Romspen elects treatment under 11 U.S.C. Sec. 1111(b), Romspen shall receive an amount of money such that the stream of payments until that final payment date is equal to the face amount of the Romspen Allowed Secured Claim or such greater amount which is equal to the Bankruptcy Court's determination of the value of Romspen's interest in the Debtors' Property under 11 U.S.C. §506. Each Holder of a Class 5 Allowed General Unsecured Claim will receive in full and final satisfaction, compromise, settlement, release, and discharge of each such Allowed Claim: its Pro Rata Share of (a) $500,000 payable at the earlier of (i) 3 years from the Effective Date (ii) 90 days after the closing of a sale of all units built on the Parcel A Property and (iii) 90 days after the Closing of the Refinancing Loan (b) membership interests in the reorganized Desoto Owners LLC and (c) 40% the Namdar Litigation Net Proceeds payable within 90 days of receipt of such proceeds until 100% of all Allowed General Unsecured Claims have been paid. In the event that Class 5 shall vote in favor of the Plan, the Holders of Claims held by Gladstone Investors LLC, Meyer Lebovits, Thornbread and Willowdale Star Holdings LLC shall waive any right to receive a distribution until all Allowed General Unsecured Claims have been paid in full. The Holders of Class 6 Interests in the Desoto Owners will have their Interests cancelled and will receive no distribution under the Plan. The membership interests in Desoto Owners will be recapitalized and issued pro rata to those contributing new capital. In addition, Unsecured Creditors will be given nonvoting redeemable shares as if they had made capital contributions in an amount equal to 25% of their Allowed Claims. The Class 7 Holders of Interests in Desoto Holding will receive no distribution and have their membership interests canceled. Desoto Holding will be dissolved. The Debtor has retained or shortly will retain (i) land development attorneys (ii) a development manager (iii) an engineer (iv) an architect (v) a demolition contractor and (vi) asbestos abatement engineers. Desoto Owners will subdivide parts of the Mall Property other than the Parcel A Property and prepare them for an auction sale to be conducted shortly after obtaining final site approval. Desoto Owners will sell off a sufficient number of parcels to be able to pay Romspen at least $10 million from the net proceeds of the auction sale. Desoto Owners expects to spend in excess of $6 million in order to get final site approval, but that these expenditures will substantially increase the value of the Mall Property. Upon completion of the 360 multifamily residential units development, the Parcel A Property will be refinanced or sold. Desoto Owners believes that once construction is completed the developed Parcel A Property will have a value of at least $85 million. A full-text copy of the First Amended Disclosure Statement dated March 9, 2021, is available at https://bit.ly/3lgapHh from PacerMonitor at no charge. Attorneys for the Debtors: NUTOVIC & ASSOCIATES Isaac Nutovic, Esq. 261 Madison Avenue, 26th Floor New York, New York 10036 Tel.: (212) 789-3100 About Desoto Owners Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), owning a real property commonly known as the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58-acre parcel of land. Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20 43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq., at NUTOVIC & ASSOCIATES, represents the Debtor. DIAMOND RESORTS: Moody's Puts Caa1 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed the ratings of Diamond Resorts International, Inc. on review for upgrade including its Caa1 corporate family rating, Caa1-PD probability of default rating, B3 senior secured bank credit facility rating, B3 senior secured rating, and Caa3 senior unsecured rating. The review for upgrade is prompted by the announcement that Hilton Grand Vacations Borrower LLC ("Hilton Grand Vacations", Ba2 review for downgrade) entered into a definitive agreement to acquire Diamond Resorts. Hilton Grand Vacations stated that it will assume a portion of Diamond Resorts' debt with the majority being refinanced. The transaction values the equity of Diamond Resorts at $1.4 billion and will be financed through the disbursement of 34.5 million shares of Hilton Grand Vacations to Diamond Resorts' stockholders. The proposed transaction is subject to customary closing conditions and the receipt of regulatory approvals and is expected to close in the summer of 2021. On Review for Upgrade: Issuer: Diamond Resorts International, Inc. Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B3 (LGD3) Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3 (LGD3) Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa3 (LGD5) Outlook Actions: Issuer: Diamond Resorts International, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Diamond Resorts' credit profile will be dominated in the near term by the disruption caused by ongoing travel restrictions and social distancing guidelines due to the spread of the coronavirus. Prior to the announced transaction, the normal ongoing credit risks include the company's high leverage and modest interest coverage over the next two years -- Moody's forecast the company's adjusted debt/ EBITDA and EBITA/interest expense will approximate 8.75x and 1.25x, respectively, at the end of 2022. Diamond Resorts has modest scale and focuses on the higher risk timeshare segment of hospitality, relative to the franchise/ management agreement approach of other lodging companies. Approximately 50% of Diamond Resorts' segment EBITDA is derived from vacation interest sales. The company benefits from adequate liquidity including low capital requirements, favorable cash flow profile of its hospitality management business and lack of near-term debt maturities. Moody's reviews will focus on the combined company's ultimate capital structure, the ability to integrate the two businesses successfully, future governance considerations and financial policy, including its ability to de-leverage using excess cash and free cash flow. Diamond Resorts International, Inc. is a timeshare business that specializes in the sale of vacation ownership interests in the form of points. Members receive an annual allotment of points and through the membership club can use these points to stay at destinations within Diamond's global network of just over 430 destinations. Diamond Resorts operates two segments: hospitality and management services, where the company manages or operates resorts, resort amenities, homeowners associations, and vacation interests, which includes sales and financing of timeshare vacation ownership and consumer financing related to the purchase of timeshares. Diamond is currently owned by affiliates of Apollo Global Management LLC. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DIOCESE OF SYRACUSE: Sex Abuse Claims Filing Deadline Nears ----------------------------------------------------------- Don Cazentre of Syracuse.com reports that the deadline for filing sex abuse claims against Syracuse Catholic Diocese is approaching. Anyone who wants to file a claim seeking damages for clergy sex abuse against the Roman Catholic Diocese of Syracuse must do so by midnight on April 15, 2021. The diocese issued a reminder of that deadline, known as the "bar date," in a news release Sunday. The deadline was initially set in November 2020 by U.S. Bankruptcy Court Judge Margaret Cangilos- Ruiz. The diocese filed for Chapter 11 bankruptcy in the Northern District of New York in June 2020. That move immediately shifted all abuse claims from state court to bankruptcy court. At the time, there were more than 100 claims of abuse against the Syracuse diocese. The bankruptcy filing came just days after 38 people filed Child Victims Act lawsuits against the church. Under the judge's order, those with claims must file them by April 15 or risk losing their rights as potential creditors to vote in the diocese’s financial reorganization and any shares in the settlement made to victims. Information on the case and how to file a claim is available online, or by calling (855) 329-4244. Syracuse Bishop Douglas Lucia said at the time of the bankruptcy filing that it was intended to ensure that all potential victims could get something for their pain while also making sure that the diocese would not be destroyed by the onslaught of claims. Chapter 11 bankruptcy allows the diocese to operate while reorganizing its finances. "I feel it is the only way we can address the victims' claims in a fair and equitable manner," Lucia said at the time of the bankruptcy filing. In a letter to parishioners dated June 19, 2020, Lucia wrote: "It is my hope that during this process of reorganization and following its completion, we will continue to pray for the healing of those who had been harmed during this very dark chapter of the Church. As your Bishop, I must again, apologize for these heinous acts and ask you all to join me in our diocesan commitment that these acts will never take place again." Lucia became Syracuse bishop in 2019. The diocese has also established what it calls a "Safe Environment" plan in response to the abuse allegations. Many other Catholic dioceses in the United States, including Buffalo and Rochester, have also filed for bankruptcy in the wake of the sex abuse scandal. Jeff Anderson, a lawyer whose firm represents 50 plaintiffs suing the Syracuse Diocese, told syracuse.com last year be believed the bankruptcy filing was a way for the church to hide the systemic abuse and cover-ups. "It gives them the opportunity to stop us and the survivors from excavating their secrets, their history, their practices," Anderson said. About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York, through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. For more information, visit www.syracusediocese.org The Roman Catholic Diocese of Syracuse, New York, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. The Debtor tapped Bond, Schoeneck and King, PLLC as its legal counsel, and Stretto as claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP as legal counsel and Saunders Kahler, L.L.P. as local counsel. DURRIDGE COMPANY: Case Summary & 15 Unsecured Creditors ------------------------------------------------------- Debtor: Durridge Company Inc. f/k/a Sensory Acquisition Co. 900 Technology Park Drive Billerica, MA 01821 Case No.: 21-40187 Business Description: Durridge Company Inc. designs and sells radon detection equipment. Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court District of Massachussetts Judge: Hon. Christopher J. Panos Debtor's Counsel: Nina M. Parker, Esq. PARKER & ASSOCIATES LLC 8 Winchester Place, Suite 204 Winchester, MA 01890 Tel: (781) 729-0005 Fax: (781) 729-0187 E-mail: nparker@ninaparker.com Total Assets: $354,112 Total Liabilities: $2,182,277 The petition was signed by Wendell Clough, president. A copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DEPJKJY/Durridge_Company_Inc__mabke-21-40187__0001.0.pdf?mcid=tGE4TAMA DYNASTY ACQUISITION: Moody's Alters Outlook on Caa1 CFR to Stable ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook of Dynasty Acquisition Co., Inc. ("StandardAero," or the company) to stable from negative. Moody's concurrently affirmed all existing ratings, including the Caa1 corporate family and first lien senior secured ratings of both StandardAero and its, Canadian borrower, 1199169 B.C. Unlimited Liability Company. Moody's also assigned a Caa1 rating to an incremental $275 million first lien term loan due 2026. Proceeds of the incremental term loan will fund StandardAero's pending acquisition of the engine repair and overhaul business of Signature Aviation, which management expects to close by mid-year. RATING RATIONALE Moody's changed the outlook to stable from negative because the potential for a rating downgrade has receded. Successful cost and working capital reduction will enable the company to sufficiently weather the pandemic's remaining impact on aircraft engine maintenance, repair, overhaul (MRO) demand. While very high leverage will continue across 2022, Moody's expects that profits will rise and that there will be enough liquidity to absorb higher working capital as demand normalizes. To a lesser extent, the 100% debt funded acquisition will be slightly deleveraging. Moody's affirmed the Caa1 CFR because debt-to-EBITDA will be 9x pro forma for the acquisition and the rating agency expects only $25-30 million of free cash flow near-term. Excluding a working capital decline over the second half of 2020 the company has not generated free cash flow since 2016. But there are no debt maturities until 2026 and the longer-term cash flow prospect is much more favorable. Unless the company acquires new engine MRO licenses, program investment requirements will be modest compared to years past and StandardAero's control over operating costs should sustain EBITDA margin above 10%. Demand under military and cargo aircraft related business lines remains solid and the more pandemic-affected accounts seem to have already troughed. Moody's now expects flight activity to gradually ramp up over the next two years. While free cash flow should only meet schedule term loan amortization over 2021-2022, de-leveraging will nonetheless occur from higher profits and the ability to prepay debt should return in 2023. The leading scale and platform diversity of StandardAero's engine MRO network, long-term revenue visibility thereby derived, and higher quality earnings since 2019 are considerations that continue benefitting the rating despite weak credit metrics. Moody's views StandardAero's liquidity to be adequate. The company has two revolving credit facilities, which had combined availability of about $530 million at December 2020. (Management reports that in Q4-2020 it fully repaid the $130 million asset-based term loan balance that existed at the end of Q3-2020.) Maintenance covenants only apply when borrowing availability thresholds under the revolvers are crossed and test activation seem improbable near term. If StandardAero develops a revolver balance it will likely not remain outstanding for a prolonged period and will likely not exceed $200 million. The Caa1 rating on the first lien credit facility is the same as the CFR, reflecting the presence of the effectively senior asset-based revolving credit facility and the effectively junior unsecured notes. The $275 million incremental term loan will be a separate tranche of the existing first lien facility and will mature in April 2026, concurrent with existing term loans under the facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if StandardAero established a track record of reported operational efficiency, has less reliance on debt for growth opportunities. An upgrade would also require the company to maintain debt-to-EBITDA below 7x, with free cash flow in excess of $100 million and adequate liquidity. Ratings could be downgraded if operating performance deteriorates or earnings quality declines. Ratings could also be downgraded if the company generates a free cash deficit exceeding $50 million, debt-to-EBITDA continues above 8x by mid-2022, or liquidity weakens. Assignments: Issuer: Dynasty Acquisition Co., Inc. Senior Secured Bank Credit Facility, Assigned Caa1 (LGD3) Affirmations: Issuer: Dynasty Acquisition Co., Inc. Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD3) Issuer: 1199169 B.C. Unlimited Liability Company Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD3) Outlook Actions: Issuer: Dynasty Acquisition Co., Inc. Outlook, changed to Stable from Negative Dynasty Acquisition Co., Inc. is the acquisition vehicle through which entities of The Carlyle Group acquired StandardAero Aviation Holdings, Inc. in 2019. StandardAero, headquartered in Scottsdale, Arizona, is a leading provider of aircraft engine MRO and aircraft completion and modification services to the commercial, business, military and general aviation industries. Pro forma revenues are approximately $3.6 billion. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. EMPIRE TODAY: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned Empire Today, LLC a B2 corporate family rating and a B2-PD probability of default rating. In addition Moody's also assigned a B2 rating to the company's proposed $410 million senior secured term loan. The outlook is stable. Proceeds from the proposed new term loan will be used to refinance existing debt and pay a dividend to the sponsor, H.I.G Capital. Ratings are subject to receipt and review of final documentation. Assignments: Issuer: Empire Today, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Term Loan, Assigned B2 (LGD4) Outlook Actions: Issuer: Empire Today, LLC Outlook, Assigned Stable RATINGS RATIONALE The B2 corporate family rating reflects Empire's small scale in a highly competitive business environment with very large and well capitalized competitors and its high leverage. It also reflects the discretionary nature of the company's products, as well as its high susceptibility to macroeconomic factors. Governance is also a key rating factor particularly Empire's financial strategies under private equity ownership which increases the risk of leveraging events. The company is owned by H.I.G Capital who is taking approximately $250 million in a debt financed dividend as part of the proposed refinancing. Following the close of the transaction, Moody's estimates lease adjusted Debt/EBITDA to be at about 5.0 times at the end of fiscal 2021. The pandemic induced recession in 2020 was unusual as work at home mandates, travel restrictions and closure of restaurants and entertainment venues resulted in increased spending on home improvement projects and other home related retail categories which has been a tail wind for Empire. The shift in the company's sales mix towards higher margin hard surface flooring vis-a-vis carpet, lower advertising spend and cost efficiencies have also improved profitability. The company's direct to consumer asset light business model also makes its cost structure quite flexible. However, the gradual normalization of consumer spending in 2021 as the economy reopens will limit the company's topline and EBITDA growth, and due to the company's small scale even small declines in EBITDA can impact credits metrics significantly. Ratings are supported by the solid market position Empire has established in the highly-fragmented floor covering market, and in the direct to consumer segment of that market in particular. Empire also has limited seasonality and good liquidity. The B2 rating on the proposed senior secured term loan is the same level as the B2 CFR reflecting that first lien debt comprises the majority of Empire's capital structure. The B2 term loan rating also reflects its position in the proposed capital structure where it is junior to the $30 million asset based revolving credit facility but senior to Empire's general unsecured claims. As proposed, the term loan is expected to contain covenant flexibility that could adversely affect lenders, including: incremental facility capacity up to: (i) the greater of $100 million and 100% consolidated EBITDA plus (ii) an unlimited amount subject to (a) closing date Consolidated First Lien Net Leverage Ratio (for pari passu debt); closing date Consolidated Secured Net Leverage Ratio (for junior secured debt); closing date Consolidated Net Leverage Ratio (for unsecured debt). Collateral leakage is permitted through the transfer of assets to unrestricted subsidiaries, to the extent permitted under the carve outs, with no additional "blocker" provisions restricting such transfers. Only wholly-owned subsidiaries must provide guarantees, raising the risk of guarantee release following a partial change in ownership. There are leverage-based step-downs to the requirement that 100% of net asset sale proceeds prepay the loans, with step-downs to 50% and 0% based on achieving reductions to closing date First Lien Net Leverage Ratio of 0.50x and 1.00x, respectively. Change of control is permitted within 18 months if i) consolidated first lien net leverage ratio is not greater than 0.50x above the consolidated first lien net leverage ratio on the closing date; ii) new owner shall have made cash equity contribution of at least 40% of the total consolidated pro forma debt and equity capitalization; iii) the borrower shall have obtained a public corporate credit rating and a public corporate family rating of at least B3 (stable) and B- (stable) after giving effect to the Permitted Change of Control; and iv) if new owner is a financial sponsor the entity shall have asset under management or committed capital of at least $1 billion. The stable outlook reflects Moody's expectation that the company's operating performance will remain solid despite the potential for a shift back in consumer spending towards leisure and entertainment. The outlook also reflects Moody's expectation that the company will maintain good liquidity and financial policies will not become more aggressive. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although unlikely in the near term, a ratings upgrade could be triggered by sustained improvement in earnings while maintaining good liquidity and financial policies which would support an improvement in credit metrics. Specifically, an upgrade would require debt/EBITDA to be sustained below 4.5 times and EBIT/interest expense sustained above 2.75 times. The ratings could be downgraded if operating performance weakens such that margins erode or topline growth stalls, should financial policies become more aggressive, or liquidity deteriorates. Specifically, the ratings could be downgraded if debt/EBITDA is sustained above 5.5 times or EBIT/interest expense is sustained below 2.0 times. The principal methodology used in these ratings was Retail Industry published in May 2018. Empire Today, LLC, headquartered in Northlake, IL, is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. Revenues are about $745 million. ENERGY FISHING: Amended Plan of Reorganization Confirmed by Judge ----------------------------------------------------------------- Judge David R. Jones has entered findings of fact, conclusions of law and order confirming the Amended Plan of Reorganization of debtor Energy Fishing & Rental Services, Inc. The Debtor has satisfied section 1127(c) of the Bankruptcy Code and Bankruptcy Rule 3019 with respect to the Plan, as modified, and holders of Claims or Equity Interests that have accepted or rejected the Plan (or are deemed to have accepted or rejected the Plan) are deemed to have accepted or rejected, as the case may be, the Plan as modified on the date of this Order, pursuant to section 1127(d) of the Bankruptcy Code and Bankruptcy Rule 3019. In accordance with Section 1129(a)(10) of the Bankruptcy Code, the Court finds and concludes that the following Classes of Claims that are Impaired under the Plan have voted to accept the Plan: Class 2, consisting of EFRSST Claims, and Class 5, consisting of General Unsecured Claims. The Court finds and concludes that pursuant to Bankruptcy Rule 9019 and in consideration of the distributions and other benefits provided under the Plan, the provisions of the Plan constitute a good faith compromise and settlement of all Impaired Claims against and Equity Interests in the Debtor and its Estate. As stated at the Confirmation Hearing, the Debtor has determined to except from discharge, pursuant to 11 U.S.C. Secs. 524(f), and 1141(d)(1), the claim Paycheck Protection Program loan from Truist Bank, and the Debtor's debt to Truist Bank for such claim (but only for such claim). Conditioned on the provisions governing the same, the Court finds such exception to be proper and lawful. A full-text copy of the Plan Confirmation Order dated March 9, 2021, is available at https://bit.ly/3qG4ITW from PacerMonitor.com at no charge. Attorneys for the Debtor: Davor Rukavina, Esq. Texas Bar No. 24030781 Thomas D. Berghman, Esq. Texas Bar No. 24082683 Julian P. Vasek, Esq. Texas Bar No. 24070790 MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower 500 N. Akard Street Dallas, Texas 75202-2790 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 About Energy Fishing & Rental Houston, Texas-based Energy Fishing & Rental Services, Inc., provides fishing and downhole intervention services. The Company offers accumulators, adapters, backoff tools, bailers, bails, bars, baskets, bits, blocks, blowout preventers, bushings, casing patches, couplings, cutters, die collars, rabbits, elevators, extensions, overshots, and accessories. Visit http://www.energyfrs.com/for more information. Energy Fishing & Rental Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-20299) on Sept. 18, 2020. The petition was signed by Arthur L. Potter, chairman and president. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge David R. Jones oversees the case. Munsch Hardt Kopf & Harr, P.C., is the Debtor's legal counsel. ENTERCOM COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service affirmed Entercom Communications Corp.'s (Entercom) B2 Corporate Family Rating and assigned a B3 rating to the proposed senior secured 2nd lien notes issued by subsidiary, Entercom Media Corp. (Entercom Media). Moody's also affirmed Entercom Media's 1st lien credit facility (consisting of a revolver and term loan B) at Ba3 and the existing senior secured 2nd lien note at B3. The outlook remains negative. The net proceeds of the new 2nd lien note will be used to repay the existing $400 million senior unsecured note due 2024 and a portion of the outstanding revolver and term Loan B facility. The transaction increases already very high pro forma leverage to 19.4x from 19.1x as of Q4 2020, but extends out a portion of Entercom's debt maturity schedule. Entercom's availability under the revolving credit facility will improve and the cushion with the 1st lien net leverage covenant will increase due to the reduction in 1st lien debt. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-3. The rating on the existing senior unsecured note will be withdrawn after repayment. Affirmations: Issuer: Entercom Communications Corp. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Issuer: Entercom Media Corp. Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) Senior Secured 2nd Lien Regular Bond/Debenture, Affirmed B3 (LGD5) from (LGD4) Assignments: Issuer: Entercom Media Corp. Senior Secured 2nd Lien Regular Bond/Debenture, Assigned B3 (LGD5) Outlook Actions: Issuer: Entercom Communications Corp. Outlook, Remains Negative Issuer: Entercom Media Corp. Outlook, Remains Negative RATINGS RATIONALE Entercom's B2 CFR reflects the extremely high pro forma leverage level (19.4x as of Q4 2020) and Moody's projection that results will continue to decline in the near term until year over year performance improves beginning in Q2 2021. The coronavirus pandemic has had a significant impact on Entercom's advertising revenue that was compounded by the company's exposure to large markets which suffered greater declines relative to smaller markets. The radio industry is also being negatively affected by the shift of advertising dollars to digital mobile and social media as well as heightened competition for listeners from a number of digital music providers. Secular pressures and the cyclical nature of radio advertising demand have the potential to exert substantial pressure on EBITDA performance over time. Entercom has taken aggressive cost cutting actions and has been focused on preserving liquidity, but Moody's expects the company to increase capex more in line with historical levels going forward. Entercom's live event business has been disrupted by the pandemic, but events and other revenue accounted for less than 8% of revenue in 2019 and operating costs for live events are largely variable. Entercom is the second largest radio broadcaster in the US with leading market positions in 21 of the top 25 markets. The company benefits from a geographically diversified footprint with strong market clusters in most of the areas it operates which enhances its competitive position. A diversified format offering of music, news, and sports as well as live events and digital growth initiatives are also positives to the credit profile. Recent acquisitions to expand its podcasting business and heightened interest from national advertisers are expected to contribute to growth as the economy recovers from the recession caused by the pandemic. Entercom's leading position in sports programming is projected to continue to attract increased advertising revenue from sports gambling companies as additional markets legalize gambling. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of advertising revenue 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. A governance impact that Moody's considers in Entercom's credit profile is the change in financial strategy. Entercom reduced its dividend in 2019 and suspended the remaining dividend in Q2 2020. Moody's expects the company will operate with a more moderate financial policy with the goal to reduce leverage after the impact of the coronavirus subsides. While Entercom is a publicly traded company listed on the New York Stock Exchange, Joseph M. Field (Chairman) and David J. Field (President /CEO and son of the Chairman) have a significant minority voting interest in the company. Entercom's SGL-3 rating reflects adequate liquidity supported by a cash position of approximately $19 million and a $250 million revolver with $75 million drawn ($6 million of L/Cs outstanding) pro forma for the transaction as of Q4 2020. Approximately $227.3 million of the revolver will mature in August 2024 with the remaining $22.7 million due in November 2022. To preserve liquidity, Entercom reduced capex levels to $31 million in 2020 ($78 million in 2019) and suspended the dividend in Q2 2020 ($30 million in 2019 which was already reduced in Q3 2019). Moody's projects capex will increase in 2021 to the $70 to $75 million range as Entercom makes additional investments to drive growth. As results improve, Moody's expects free cash flow will be directed to debt repayment or additional acquisitions. The revolver is subject to a consolidated net first lien leverage ratio of 4x (up to 4.5x one year after permitted acquisitions). In July 2020, Entercom executed a credit amendment that suspends the testing of the financial maintenance covenant until Q4 2020 and allows the company to use calculated EBITDA from Q2, Q3, and Q4 of 2019 in place of comparable quarterly results in 2020 through Q4 2021. Entercom is subject to a $75 million minimum liquidity test during the covenant relief period. The proposed transaction reduces the amount of first lien debt and provides additional cushion with the financial covenant. Moody's expects Entercom to remain in compliance with the financial covenant in 2021. The term loan is covenant lite. The negative outlook reflects Moody's view that Entercom's results will continue to decline due to the impact of the coronavirus pandemic on radio advertising revenue, before beginning to improve on a year over year basis beginning in Q2 2021 as trough quarters from 2020 begin to roll off. The radio industry is projected to start to recover in 2021, but Moody's expects it will be a challenge to improve radio advertising rates to levels in line with pre-pandemic rates. In addition, Entercom will see reduced high margin political revenue during a non-election year. Moody's projects Entercom's leverage will decline to the 9x range by the end of 2021 and to under 6x by the end of 2022 as EBITDA recovers and a portion of free cash flow is directed to debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings would be downgraded if leverage was projected to be sustained above 6x due to a weaker than projected recovery from the pandemic, audience and advertising revenue migration to competing media platforms, or ongoing economic weakness. A free cash flow to debt ratio (after dividends) in the low single-digits, inability to obtain an amendment to covenants if required or a weakened liquidity profile could also lead to negative rating pressure. Entercom's ratings could be upgraded if leverage declined below 4.5x, as calculated by Moody's, with a good liquidity profile and a high single-digit percentage of free cash flow to debt ratio. Positive organic revenue growth and expanding EBITDA margins would also be required in addition to confidence that management would maintain financial policies (including dividends, share repurchases, and acquisitions) that were consistent with a higher rating level. Moody's Loss Given Default for Speculative-Grade Companies methodology implies a Ba2 rating for the 1st lien senior secured debt following the reduction in the amount of first lien debt in the capital structure and higher amount of second lien debt, but a one notch override was applied to Ba3 to the methodology output due to the very high leverage for the existing B2 CFR. Entercom Communications Corp., headquartered in Philadelphia, PA, is the second largest US radio broadcaster based on revenue. The company was founded in 1968 by Joseph M. Field and is focused on radio broadcasting with radio stations in large and mid-sized markets as well as podcasting, digital initiatives, and live events. In November 2017, the company completed the merger of CBS Radio. Reported LTM revenue as of Q4 2020 was approximately $1.1 billion. The principal methodology used in these ratings was Media Industry published in June 2017. EWT HOLDINGS III: Moody's Rates Extended Bank Credit Facilities B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to EWT Holdings III Corp.'s (Evoqua) proposed amended and extended bank credit facilities. These include the proposed senior secured first lien $250 million revolving credit facility expiring 2026, and a $560 million term loan due 2028. All other ratings and the stable outlook are unchanged. Proceeds from the transaction will be used to partially pay down the company's existing term loan due 2024. However, the transaction will be leverage neutral as the company will be repaying the existing term loan with the new debt and a new $150 million multi-year securitization program. The proposed transaction will favorably extend the company's existing debt maturity profile as follows: revolving credit facility to 2026 from 2022 and term loan to 2028 from 2024 and will also reduce the company's interest burden. The B1 rating assigned to the proposed first lien bank debt is the same as the company's B1 Corporate Family Rating, reflecting the preponderance of first lien secured debt in the company's debt structure. The ratings on the existing first lien bank debt will be withdrawn upon the close of the transaction. Assignments: Issuer: EWT Holdings III Corp. Senior Secured 1st Lien Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) RATINGS RATIONALE Evoqua's B1 CFR reflects Moody's view that the company benefits from its well-entrenched position within the water treatment industry. This is driven by favorable industry dynamics and a substantial services revenue stream that is slightly offset by exposure to cyclical capital equipment sales. Positive long-term tailwinds in the global water treatment market are also supportive of the company's credit profile. Further, the company benefits from meaningful strides it has made in generating positive annual free cash flow. Moody's expects free cash flow to debt to remain in the low to mid-single digits percentage range, constrained by capital investment needed to support the company's top line growth and execute on its backlog. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downward ratings action could be warranted if the company enters into debt-financed acquisitions such that debt/EBITDA exceeds and is sustained above 5.0x, revenue meaningfully declines accompanied by margin erosion or the free cash flow turns negative. The inability to realize anticipated cost savings and operating efficiencies or a deterioration in the company's liquidity profile, including a meaningfully lower cash balance and/or significantly reduced availability under the revolver would also exert downward ratings pressure. Conversely, ratings could be upgraded following meaningful revenue growth and margin improvement accompanied by free cash flow to debt improving to and sustained above 7% as well as debt/EBITDA improving to and sustained below 3.0x, while EBITDA margins continue to exceed 15%. The maintenance of a good liquidity profile would also support higher ratings. Headquartered in Pittsburgh, Pennsylvania, EWT Holdings III Corp. is a publicly-traded (NYSE: AQUA) designer, manufacturer and provider of water treatment solutions for the process, drinking and waste water needs of industrial and municipal customers. Revenues are approximately $1.4 billion. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. EXPO MARKETING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Expo Marketing Group, LLC, a Delaware limited liability company 2418 Nolita Irvine, CA 92612 Business Description: Expo Marketing Group -- https://www.expomarketing.com -- is a trade show exhibit company based in Orange County, California. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10668 Judge: Hon. Theodor Albert Debtor's Counsel: Marc C. Forsythe, Esq. GOE FORSYTHE & HODGES 11801 Von Karman Avenue Suite 1200 Irvine, CA 92612-7127 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: mforsythe@goeforlaw.com Total Assets: $185,399 Total Liabilities: $2,577,395 The petition was signed by Lisa Bertaina, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NOZZZ6Q/Expo_Marketing_Group_LLC_a_Delaware__cacbke-21-10668__0001.0.pdf?mcid=tGE4TAMA FIGUEROA MOUNTAIN: Has Deal on Cash Collateral Access ----------------------------------------------------- Figueroa Mountain Brewing, LLC, White Winston Select Asset Funds, LLC, and Montecito Bank & Trust have advised the U.S. Bankruptcy Court for the Central District of California, Northern Division, that they have reached an agreement regarding Figueroa's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree the Debtor is authorized to use Cash Collateral on a final basis from March 22, 2021 through the earlier of (a) June 20, 2021, or (b) the date on which the Debtor's cash on hand falls below $750,000. If the Debtor's cash on hand falls below $750,000, then the Debtor will: (a) immediately notify counsel for the Secured Creditors in writing (the "Required Notification"); (b) if unable to reach further agreement with the Secured Creditors for the continued use of Cash Collateral, within 2 court days of sending the Required Notification file an emergency motion for continued authority to use Cash Collateral and request that the Court hear such motion at its earliest opportunity; (c) be authorized to continue using Cash Collateral in accordance with the Stipulation and the Budget until the hearing on such emergency motion; and (d) the $750,000 will not be transferred to a third party, including the Secured Parties or Creekstone, other than payments of approved Budget expenses including in accordance with clause (c) above so long as they are not payments to the Secured Parties or Creekstone, without prior Court order entered after a hearing set on regular notice. During the Authorization Period, the Debtor may use Cash Collateral solely to pay the expenses set forth in the budget or such further budget that may be approved by the Parties or the Court, with a 25% variance. White Winston and MBT will continue to receive, as adequate protection, replacement liens in post-petition collateral for any diminution in their collateral as of the Petition Date arising from the Debtor's use of such collateral but only to the same extent, applicability and validity as the prepetition liens held by White Winston and MBT. A copy of the motion and the Debtor's budget through the week of June 14 is available for free at https://bit.ly/3qMwFtl from PacerMonitor.com. About Figueroa Mountain Brewing LLC Founded in 2020, Figueroa Mountain Brewing, LLC -- https://www.figmtnbrew.com/ -- is in the business of manufacturing beer with principal place of business in Buellton, Calif. Figueroa Mountain Brewing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5, 2020. Jaime Dietenhofer, the company's manager, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Martin R. Barash oversees the case. Lesnick Prince & Pappas LLP is the Debtor's legal counsel. GARRETT MOTION: To Seek Plan Confirmation on April 23 ----------------------------------------------------- On March 12, 2021, Judge Michael E. Wiles approved the Disclosure Statement for Garrett Motion Inc., et al.'s Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. The Court established these dates and deadlines with respect to solicitation of votes on the Plan, confirmation of the Plan and the Rights Offering: a. March 15, 2021, will be the record date for purposes of determining: (a)the Holders of Claims and Interests entitled to receive a Solicitation Package; (b) the Holders of Claims and Interests entitled to vote on the Plan and (c)whether Claims or Interests have been properly transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that the assignee can vote as the Holder of such Claim (the "Voting Record Date"); b. March 15, 2021shall be the record date for purposes of determining the Holders of Existing Common Stock eligible to participate in the Rights Offering; c. March 19, 2021, will be the deadline by which the Debtors shall distribute the Solicitation Packages, the Notice of Unimpaired Status, Notice of Impaired Non-Voting Status and Confirmation Hearing Notice to Holders of Claims and Interests, as applicable (the "Solicitation Mailing Deadline"); d. The Rights Offering shall commence on March 19, 2021; e. April 16, 2021, at 4:00 p.m. (Eastern Time) will be the date by which objections to the Confirmation of the Plan must be filed with this Court and served so as to be actually received by the Notice Parties (the "Confirmation Objection Deadline"); f. April 16, 2021, at 5:00 p.m. (Eastern Time) will be the deadline for Eligible Holders of Existing Common Stock to subscribe for Offered Shares; g. All Holders of Claims and Interests entitled to vote on the Plan must complete, execute and return their Ballots so that they are actually received by the Solicitation Agent pursuant to the Voting and Tabulation Procedures, on or before April 16, 2021 at 8:00 p.m. (Eastern Time)(the "Voting Deadline"); h. April 21, 2021 shall be the deadline to file the Voting Report; and i. This Court will consider the confirmation of the Plan at a hearing to be held on April 23, 2021, at 11:00 a.m. (Eastern Time) (the "Confirmation Hearing"). About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC, serve as the creditors committee's legal counsel and financial advisor, respectively. The U.S. Trustee also appointed an official committee to represent equity security holders in the Debtors' cases. The equity committee tapped Glenn Agre Bergman & Fuentes LLP as its legal counsel, MAEVA Group LLC as financial advisor, and Cowen and Company, LLC as investment banker. Centerbridge Partners, L.P., and Oaktree Capital Management, L.P., as Plan Sponsors are represented in the case by Milbank as legal counsel and Houlihan Lokey, Inc., as financial advisor. Kirkland & Ellis is legal counsel to Honeywell, and TRS Advisors LLC and Centerview Partners LLC are its financial advisors. Jones Day is s legal counsel to each Additional Investor, and Rothschild & Co. is their financial advisor. Fried, Frank, Harris, Shriver & Jacobson LLP, is the legal counsel and Ducera Partners LLC, is the financial advisor to The Baupost Group, LLC. Ropes & Gray LLP, is the legal counsel and Moelis & Co., the financial advisor to the Consenting Noteholders. Gibson, Dunn & Crutcher LLP, is the legal counsel and PJT Partners LP the financial advisor to the Consenting Lenders. GATEWAY FOUR: Case Trustee Seeks to Use Cash Collateral ------------------------------------------------------- David K. Gottlieb, the Chapter 11 Trustee of Gateway Four LLP and its debtor-affiliates, asks the U.S. Bankruptcy Code for the Central District of California, San Fernando Valley Division, for authority to, among other things, use the cash collateral in the Gateway Four Estate and obtain postpetition financing. The Trustee requires the use the funds currently held by the Trustee on behalf of the Gateway Four estate, which, as of March 15, 2021, is projected to total approximately $240,200, to pay the projected expenses set forth in the Budget. The Court previously authorized the Trustee, on behalf of Gateway Four and its bankruptcy estate, to obtain postpetition financing under a senior, secured, superpriority priming credit facility from Romspen, consisting of new money loans up to an aggregate principal amount of $2,687,500, provided, however, that any amounts lent by Romspen for "Building Protection" (for a total of up to $1,000,000) and "Insurance" (for a total of up to $750,000) would not be borrowed or lent except upon Romspen's written consent in its sole discretion. Pursuant to the Interim DIP Financing/Cash Collateral Order and Final DIP Financing/Cash Collateral Order, the Trustee previously borrowed the sum of $874,544.26 on behalf of the Gateway Four estate, but did not borrow any of the amounts for "Building Protection" or "Insurance." The new Postpetition Facility that the Trustee is seeking is proposed to be provided upon the same, or very similar, terms and conditions as the First Gateway Four Loan, provided, however, that the "Maturity Date" for the new Postpetition Facility will be different. The Postpetition Facility is anticipated to be in conformance with relief the Court has already granted to the Trustee in the Gateway Four case, as set forth in the Interim DIP Financing/Cash Collateral Order, as well as the final order entered on November 24, 2020, where the Court approved the relief set forth in the Interim DIP Financing/Cash Collateral Order on a final basis, all as set forth in the Final DIP Financing/Cash Collateral Order. The primary asset of the Gateway Four bankruptcy estate is a real property and improvements located thereon in the City of El Monte, California, comprising a partially constructed apartment building with retail space on the street level. Romspen has agreed on the proposed form of Budget and the parties are documenting all of the terms and conditions of the new Postpetition Facility, which terms and conditions the Trustee anticipates will conform with the terms and conditions of the Interim DIP Financing/Cash Collateral Order and Final Interim DIP Financing/Cash Collateral Order. The Postpetition Facility will be used to maintain, protect and stabilize the Gateway Four Property during the period covered by the Budget through May 31, 2021. There may ultimately be an agreement on a much larger postpetition loan facility to be used primarily to finance the continued construction and completion of the partially built apartment building owned by Gateway Four. The Los Angeles County Treasurer - Tax Collector, Romspen, and Crane Rental Service, Inc., have recorded liens against Gateway Four's real property. Romspen has recorded a UCC-1 financing statement against Gateway Four. In addition, these parties may assert mechanic lien claims against Gateway Four: KPRS Construction Services; Kreit Mechanical Association, Inc.; Largo Concrete, Inc.; Southwest Carpenters Union; CraneVeyor; Grand Doors & Windows; Junior Steel; McParlane Associates, Inc.; Champion Lumber Company, Inc.; HD Supply Construction Supply Ltd. d/b/a Supply White Cap Construction Supply; OneSource Distributors, LLC; Bigge Crane & Rigging Co; Rosamond Truss, Inc.; Burg, Inc. dba SBE Electrical; Walters Wholesale Electric, Inc.; Circulating Air Inc.; Cosco Fire Protection, Inc.; Todd Pipe & Supply, LLC; Grand Openings Doors and Windows; Integris Solutions LLC; Junior Steel, Inc.; Penhall; Addison Pools; American Landscape; Genisa Iron; Preferred Contracting, Inc.; Progression Drywall; Lynn Safety; Schindler Elevator; and Delta Enterprises. Romspen has agreed to consent to the Trustee's use of the Remaining Gateway Four Estate Funds to pay the expenses set forth in the Budget in accordance with and subject in all respects to the terms of the Interim DIP Financing/Cash Collateral Order and the Final DIP Financing/Cash Collateral Order. Furthermore, the Trustee submits that the value of all the interest of any other party in the cash collateral will be adequately protected because the adequate protection provided to all interest holders pursuant to the Interim DIP Financing/Cash Collateral Order and Final DIP Financing/Cash Collateral Order will remain in effect. A copy of the motion is available for free at https://bit.ly/30WssJf at PacerMonitor.com. About Gateway Four LLP Gateway Four LP and its affiliates Gateway Two LP and Gateway Five LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11581) on Aug. 31, 2020. In the petition signed by its president, James Acevedo, Gateway Four disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Martin R. Barash oversees the case. Daniel M. Shapiro, Esq., Attorney at Law serves as the Debtors' counsel, and the Law Office of Sevan Gorginian as co-counsel. David K. Gottlieb of D. Gottlieb & Associates, LLC, has been appointed as Chapter 11 Trustee. He is represented by Ron Bender, Esq. and Krikor J. Meshefejian, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P. GI DYNAMICS: Incurs $11.1 Million Net Loss in 2020 -------------------------------------------------- GI Dynamics, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $11.14 million for the year ended Dec. 31, 2020, compared to a net loss of $17.33 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.47 million in total assets, $5.01 million in total liabilities, and a total stockholders' deficit of $535,000. The Company has incurred operating losses since inception and at Dec. 31, 2020 had an accumulated deficit of approximately $296 million. The Company expects to incur significant operating losses for the next several years. At Dec. 31, 2020, the Company had approximately $1.2 million in cash and restricted cash. Boston, Massachusetts-based Wolf and Company, P.C., the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company has suffered losses from operations since inception and has an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1245791/000121390021014975/f10k2020_gidynamics.htm About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GRIDDY ENERGY: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: Griddy Energy LLC 11811 North Freeway #500, Houston, Texas 77060 Business Description: Griddy Energy LLC provided retail electric service to homes and businesses in Houston and various other locations in Texas by purchasing power at the market rate and arranging delivery on transmission and distribution lines thereby connecting purchasers directly to the wholesale price of electricity. Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-30923 Debtor's Counsel: David R. Eastlake, Esq. BAKER BOTTS L.L.P. 910 Louisiana St. Houston, Texas 77002 Tel: 713-229-1397 E-mail: david.eastlake@bakerbotts.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Roop Bhullar, chief financial officer. A copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZJHPJTQ/Griddy_Energy_LLC__txsbke-21-30923__0001.0.pdf?mcid=tGE4TAMA GRIDDY ENERGY: Files for Chapter 11 in Winter Storm Fallout ----------------------------------------------------------- Griddy Energy LLC announced March 15, 2021, that it has filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas, together with a proposed plan of reorganization – a key feature of which is to give releases to former customers with unpaid electricity bills. Griddy sought court protection after financial devastation related to the actions of the Electric Reliability Council of Texas ("ERCOT") during and after Winter Storm Uri. "Prior to Winter Storm Uri, Griddy was a thriving business with more than 29,000 customers who saved more than $17 million dollars since 2017. The actions of ERCOT destroyed our business and caused financial harm to our customers," said Griddy Chief Executive Officer Michael Fallquist. "Our bankruptcy plan, if confirmed, provides relief for our former customers who were unable to pay their electricity bills resulting from the unprecedented prices. ERCOT made a bad situation worse for our customers by continuing to set prices at $9,000 per megawatt hour long after firm load shed instructions had stopped. Our customers paid 300 times more than the normal price for electricity during this period." Griddy did not profit from the winter storm crisis. Griddy provides customers access to real-time wholesale electricity prices, allowing them to monitor and adjust electricity usage. Griddy neither influences nor controls the price of electricity; prices are passed on to customers without mark-up. Griddy only earns the same $9.99 monthly membership fee regardless of the fluctuations in price of electricity. Prior to the unprecedented market events that resulted in prices staying at $9,000 per megawatt hour for 87.5 hours, the real-time electricity price had only reached that level for a total of 3 hours since 2015. Potomac Economics, the Independent Market Monitor, has now reported in a letter to the Public Utility Commission of Texas ("PUCT") that ERCOT's failure to remove the price cap in accordance with the intent of the PUCT price order was "inappropriate pricing intervention" that resulted in $16 billion in additional costs. "We built Griddy to improve an antiquated industry by giving our customers access to wholesale pricing, real-time data and the ability to help balance the grid while lowering their own bills. Our model worked in August 2019 and would have worked in February 2021, had the grid not failed and the regulators not intervened," said Co-founder, Gregory Craig. "No retail energy provider or consumer should have to forecast and protect against such extreme and unforeseeable circumstances. We firmly believe in our model but, in order for it to be successful, the grid has to function properly, and prices have to be set by market forces. The actions of ERCOT caused our customers to unnecessarily suffer and caused irreparable harm to our business." The Company filed routine motions to establish its ability to move the chapter 11 case forward expeditiously. As part of its first day relief, the Company is seeking to establish a bar date for claims. The Company also will be seeking approval of its proposed disclosure statement and confirmation of its chapter 11 plan of reorganization within 80 days from filing. * * * Alexander Gladstone of Marketwatch notes that Griddy Energy's filing is the third bankruptcy arising from the cold freeze in Texas that left buyers of electricity facing massive invoices after the state grid operator, Electric Reliability Council of Texas (ERCOT), raised prices exponentially in an effort to get power generators to supply power amid widespread blackouts. Griddy's business model was to provide customers access to real-time wholesale electricity prices, passing the price on without markup and charging a $9.99 monthly membership fee regardless of the cost of electricity. But that meant that when wholesale prices skyrocketed due to Ercot's decision, customers ended up paying more than 300 times the normal price for electricity during that period, according to Griddy. "Our model worked in August 2019 and would have worked in February 2021, had the grid not failed and the regulators not intervened," said Griddy's co-founder, Gregory Craig. Ercot revoked Griddy's operating rights and transferred its customers elsewhere last month after it defaulted on required payments. The council, which acts as a clearinghouse for the Texas power market, said Thursday, March 11, 2021, that it was short nearly $3.1 billion in required payments from market participants, including more than $29 million from Griddy. Griddy's business was effectively shut down after Ercot blocked the company from the power market. The grid operator has issued invoices for power purchased at elevated rates during the winter storm by municipal utilities, electric cooperatives and electricity retailers, which are now trying to figure out how to pass on the costs and in some cases disputing the calculations. So far, invoices from the grid operator have caused two other major bankruptcy filings, by energy cooperative Brazos Electric Power Cooperative Inc. and retailer Just Energy Group Inc. About Griddy Energy California startup Griddy Energy is an American power retailer that formerly sold energy to people in the state of Texas at wholesale prices for a $9.99 monthly membership fee and had approximately 29,000 members. Griddy was a feature of Texas' unusual, deregulated system for electric power. The vast majority of Texans -- and Americans -- pay a fixed rate for electric power and get predictable monthly bills. However, Griddy works by connecting customers to the wholesale market for electricity, which can change by the minute and is more volatile, for a monthly fee of $9.99. During February 2021's winter storm in Texas, power generators failed and demand for heating shot up. In response, ERCOT raised the price of electricity to the legal limit of $9 per kilowatt-hour and kept it there for several days. Griddy customers who didn't lose power were hit with massive electric bills that were auto-debited from their bank accounts. State grid operator ERCOT at the end of February 2020 cut off the Griddy's access to customers for unpaid bills following the Texas freeze. The Texas attorney general also said it is suing Griddy, saying it engaged in deceptive trade practices by issuing excessive bills. Griddy Energy filed a chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 21-30923) on March 15, 2021. Griddy estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Griddy is represented by Baker Botts LLP as legal counsel. Griddy is represented by Crestline Solutions, LLC and Scott Pllc as public affairs advisors. Stretto is the claims agent. GUITAMMER COMPANY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: The Guitammer Company 7099 Hunley Rd Unit 108 Columbus, OH 43229 Business Description: The Guitammer Company manufactures audio and video equipment. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 21-50832 Debtor's Counsel: Frederic P. Schwieg, Esq. FREDERIC P SCHWIEG ATTORNEY AT LAW 19885 Detroit Rd #239 Rocky River, OH 44116-1815 Tel: 440-499-4506 Fax: 440-398-0490 Email: fschwieg@schwieglaw.com Total Assets: $1,240,945 Total Liabilities: $4,559,936 The petition was signed by Mark A. Luden, president. 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/D7V4ZFQ/The_Guitammer_Company__ohsbke-21-50832__0001.0.pdf?mcid=tGE4TAMA GUMP'S HOLDINGS: April 29 Plan & Disclosure Hearing Set ------------------------------------------------------- On March 8, 2021, debtors Gump's Holdings, LLC, Gump's Corp, and Gump's by Mail, Inc., filed their ex parte motion for conditional approval of the Disclosure Statement Concerning The Debtors' Joint Plan of Liquidation. On March 9, Judge Mike K. Nakagawa granted the motion and ordered that: * The proposed Disclosure Statement is approved on a conditional basis as containing adequate information. * April 15, 2021, is fixed as the last day to deliver all Ballots to be counted as votes. * April 29, 2021, at 1:30 p.m. is the combined hearing on final approval of the conditionally approved Disclosure Statement and confirmation of the Plan. * April 15, 2021, at 5:00 p.m. is fixed as the last day to file any response or objections to final approval of the Disclosure Statement and/or confirmation of the Plan. * April 22, 2021, at 5:00 p.m. is fixed as the last day to file any reply to an Objection. A full-text copy of the order dated March 9, 2021, is available at https://bit.ly/3qOqipo from PacerMonitor.com at no charge. Attorneys for Debtors: GARMAN TURNER GORDON LLP WILLIAM M. NOALL GABRIELLE A. HAMM 7251 Amigo Street, Suite 210 Las Vegas, Nevada 89119 Telephone (725) 777-3000 Facsimile (725) 777-3112 E-mail: wnoall@gtg.legal E-mail: ghamm@gtg.legal About Gump's Holdings Gump's Holdings, LLC -- http://www.gumps.com/-- operates as a holding company. The company, through its subsidiaries, sells furniture, lighting, rugs, linens, apparel and jewelry. Gump's Holdings, Gump's Corp. and Gump's By Mail, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-14683 to 18-14685) on Aug. 3, 2018. In the petitions signed by Tony Lopez, CFO and chief operating officer, the Debtor disclosed these assets and liabilities: Assets Liabilities ------------ ------------ Gump's Holdings, LLC $47,031 $16,456,335 Gump's Corp. $9,812,318 $23,713,258 Gump's By Mail, Inc. $4,198,319 $23,755,942 The Debtors tapped Garman Turner Gordon LLP as counsel; Lincoln Partners Advisors LLC as financial advisor; and Donlin, Recano & Company Inc. as claims and notice agent. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on Aug. 20, 2018. The committee tapped Brownstein Hyatt Farber Schreck, LLP as its legal counsel. HFZ 344 WEST: JLL to Auction Chatsworth Units on April 6 -------------------------------------------------------- Jones Lang LaSalle, on behalf of secured party SPT Chatsworth Holdings LLC, will hold a public sale virtually via online video conference on April 6, 2021, at 2:00 p.m. (Eastern Daylight Time) to sell to the highest qualified bidder all of the right, title, and interest of debtor HFZ 344 West 72nd Street LLC in the proprietary leasehold interest and shares of Chatsworth Realty Corporation appurtenant and relating to Units 1F, 1R, 301, 1101, 1208, A-6A, A-PH, A-TH, PH-E, PH-W, SL008/SL009, TH2 and TH3 in the premises commonly known as The Chatsworth, bounded by West End Avenue, West 71st Street, West 72nd Street, and Riverside Boulevard aka 340-344 West 72nd Street, New York, New York 10023, which collateral is pledged to secured the loan with an unpaid balance due of $78,745,218 as of Dec. 21, 2020. The public sale will be conducted by Mannion Auctions LLC by Matthew D. Mannion, Auctioneer. Any parties interested in further information about the collateral, the exact location of the sales, the requirements to be a qualified bidder, and terms of public sale must visit https://www.344west72stcoopuccsale.com or contact Brett Rosenberg at 212-812-5926 or brett.rosenberg@am.jll.com. HILTON GRAND: Moody's Puts Ba2 CFR Under Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed Hilton Grand Vacations Borrower LLC's ratings on review for downgrade including its Ba2 corporate family rating, Ba2-PD probability of default rating, and Ba3 senior unsecured rating. The outlook was revised to ratings under review from negative and the company's speculative grade liquidity rating remains SGL-2. The review for downgrade reflects governance considerations which include Hilton Grand Vacation's announcement [1] that it has entered into a definitive agreement to acquire Diamond Resorts International, Inc. ("Diamond Resorts", Caa1 stable). The transaction values the equity of Diamond Resorts at $1.4 billion and will be financed through the disbursement of 34.5 million shares of Hilton Grand Vacations to Diamond Resorts' stockholders. The proposed transaction is subject to customary closing conditions and the receipt of regulatory approvals and is expected to close in the summer of 2021. On Review for Downgrade: Issuer: Hilton Grand Vacations Borrower LLC Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture , Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: Hilton Grand Vacations Borrower LLC Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on Hilton Grand Vacations' ultimate capital structure, ability to integrate Diamond Resorts successfully, future governance considerations and financial policy, including its ability to de-leverage using excess cash and free cash flow. Hilton Grand Vacations Borrower LLC is a wholly owned subsidiary of Hilton Grand Vacations, Inc. HGV, a public company listed on NYSE. Hilton Grand Vacations, Inc. is a global timeshare company engaged in developing, marketing, selling, and managing timeshare resorts under the Hilton Grand Vacations brand name. It also finances and services loans provided to consumers for their timeshare purchases. The company manages about 60 timeshare properties located in the US, Japan, the United Kingdom, Italy, and Barbados. 2020 net revenues were about $900 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. HOLLISTER CONSTRUCTION: Gets Cash Collateral Access Thru April 9 ---------------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey entered a Thirty-Eighth Interim Order authorizing Hollister Construction Services, LLC to use cash collateral on an interim basis through April 9, 2021, in accordance with the budget. The Debtor does not have sufficient unencumbered cash or other assets to continue to operate its business during the Chapter 11 Case or to effectuate a reorganization. The Debtor said it will be immediately and irreparably harmed if it is not immediately granted the continued authority to use PNC Bank's Cash Collateral in order to permit, among other things, the continuation of its business, the ability to fund payroll and other taxes, the maintenance of their relations with vendors and suppliers, satisfaction of their working capital needs, as well as the ability to pay for inventory, supplies, overhead, insurance and other necessary expenses and pay any statutory fees. As of the Petition Date, the Debtor is indebted to PNC in the total amount of $15,321,371.10, consisting of: (a) $14,012,345.53, pursuant to a Prepetition Line of Credit; and (b) $1,309,025.57, pursuant to a Prepetition Term Loan. The Secured Obligations were secured by a valid, perfected, and enforceable and non-avoidable first priority security interest and lien granted by the Debtor to PNC upon the Collateral. The Debtor is authorized to use PNC's Cash Collateral for, among other things, (i) working capital requirements, (ii) general corporate purposes, and (iii) certain costs and expenses related to the administration of the Chapter 11 Case (including making adequate protection payments and paying any statutory, in each case, pursuant to and solely in accordance with the cash collateral budget, which Budget has been approved by PNC. The use of Cash Collateral for category items in the Contingency Line of the Budget will be subject to the prior consent of PNC. As adequate protection for (i) the Debtor's post-petition use of PNC's Cash Collateral, (ii) the Debtor's postpetition use, sale or ease of the Prepetition PNC Collateral, and (iii) the imposition of the automatic stay, PNC was granted a replacement security interest in and lien on all post-petition assets of the Debtor, but solely to the extent of any actual diminution in the value of the PNC Prepetition Collateral, and to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that PNC had in the Debtor's Prepetition PNC Collateral. To the extent the adequate protection provided would be insufficient to protect PNC's interest in and to the Cash Collateral, PNC will have a superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code, subject to statutory fees pursuant to 28 USC 1930(a)(6). As further adequate protection PNC will be entitled to (i) interest on account of the outstanding Secured Obligations, which will accrue at the non-default rate of interest in accordance with the amounts, time and manner set forth in the Prepetition PNC Credit Documents, and (ii) the reasonable and documented fees, costs and expenses incurred by PNC after the Petition Date, including, but not limited to, attorneys' fees and expenses, which will also accrue in accordance with the amounts, time and manner set forth in the Prepetition PNC Credit Documents. The Debtor is also directed to maintain casualty and loss insurance coverage for the Prepetition PNC Collateral on substantially the same basis as maintained prior to the Petition Date and will, if not already done, name PNC as a loss payee. A further hearing on the Motion is scheduled for April 8 at 10 a.m. A full-text copy of the Order is available for free at https://bit.ly/3cuyiqy from Prime Clerk, the claims agent. About Hollister Construction Services LLC Hollister Construction Services, LLC -- http://www.hollistercs.com/ -- is a full service commercial construction company with a team of 150+ construction professionals. The Company's specialties include interior and exterior renovations, building additions, and ground up construction. Hollister's areas of expertise include the construction of corporate, education, healthcare, industrial, retail, and residential projects. Hollister Construction sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-27439) on Sept. 9, 2019, in Trenton, New Jersey. In the petition signed by Brendan Murray, president, the Debtor disclosed $100 million to $500 million in both assets and liabilities. The Hon. Michael B. Kaplan oversees the case. The Debtor tapped Lowenstein Sandler as counsel; SM Law PC, as special counsel; 10X CEO Coaching, LLC, as restructuring counsel; and The Parkland Group, Inc., as business consultant. Prime Clerk serves as claims agent. HORIZON GLOBAL: Swings to $36.56 Million Net Loss in 2020 --------------------------------------------------------- Horizon Global Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss attributable to the Company of $36.56 million on $661.23 million of net sales for the 12 months ended Dec. 31, 2020, compared to net income attributable to the company of $80.75 million on $690.45 million of net sales for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $456.49 million in total assets, $480.34 million in total liabilities, and a total shareholders' deficit of $23.85 million. "2020 was a transformational year for Horizon Global as reflected by significant year-over-year improvements in profitability and cash flow generation," stated Terry Gohl, Horizon Global's president and chief executive officer. "We entered 2020 with great momentum and high expectations for the turnaround of the Company. While we immediately faced unprecedented macro-economic challenges due to the global pandemic, the team maintained its focus and ultimately delivered significant value to our shareholders as well as all of our key stakeholders. To offset commercial headwinds in early 2020, we accelerated the execution of our operational improvement initiatives, including the operational transformation of Mexico manufacturing and Americas distribution, streamlining our Americas product portfolio and rationalizing our Europe-Africa distribution footprint. This resulted in improved productivity and throughput, which enabled us to deliver on customer commitments and further solidified Horizon Global as the supplier of choice during the second half of the year. Our strong financial performance allowed us to opportunistically address our full capital structure in early 2021, resulting in a new term loan with a lower interest rate, flexible covenants and other favorable terms that enable us to pursue our long-term strategic plan." Cash and Availability was $83.4 million, an increase of $38.5 million compared to the end of the prior year comparable period. Working Capital was $55.6 million, a reduction of $34.0 million compared to the end of the prior year comparable period. Gross debt increased $25.2 million to $266.1 million over the prior year comparable period, primarily reflecting increased borrowings in the first two quarters of 2020 to strengthen liquidity in response to the COVID-19 pandemic. Gohl commented, "Horizon Global's 2020 performance is testament to the hard work and dedication of each and every member of our global team. We established a culture of continuous improvement and we are not taking our foot off the gas in 2021. We will build on our positive momentum and remain laser focused on our strategic plan and operational excellence. With our current open order book, brand recognition and customer confidence, we believe we are well positioned to drive margin expansion, profitability improvement and increased cash flow generation." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1637655/000163765521000040/hzn-20201231.htm About Horizon Global Horizon Global -- http://www.horizonglobal.com-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer. * * * As reported by the TCR on Dec. 16, 2019, S&P Global Ratings affirmed the 'CCC' issuer credit rating on Horizon Global Corp. and revised the outlook to negative from developing. The outlook revision to negative reflects S&P's view that despite recent debt reduction and temporary improvement in liquidity, Horizon's credit metrics and liquidity remain quite weak and could worsen as the rating agency expects the company to generate negative free flow. In August 2020, S&P Global Ratings withdrew all of its ratings on Horizon Global Corp. due to a lack of sufficient information to maintain them. HUBBARD RADIO: Proposed Amendment No Impact on Moody's B2 CFR ------------------------------------------------------------- Moody's Investors Service said Hubbard Radio, LLC's (Hubbard) proposed amendment is a credit positive, but will not impact the existing B2 Corporate Family Rating or the negative outlook. As part of the amendment, the parent company, Hubbard Broadcast Inc. (HBI), will contribute $25 million of new equity which will be used to repay outstanding term loan debt and fund amendment expenses. The amendment will replace HBI's existing $15 million unfunded equity commitment with the $25 million contribution and suspend the testing of the financial covenant through Q2 2022. The 100% excess cash flow sweep and limitation on restricted payments and investments will also remain in place through Q3 2022. Formed in 2011, Hubbard Radio, LLC is a family controlled and privately held media company that owns and operates radio stations in eight of the top 50 markets, including Chicago, Washington, D.C., Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, Phoenix, and West Palm Beach, Florida. Hubbard also operates 2060 Digital, LLC, a national digital marketing agency based in Cincinnati, OH. Headquartered in St. Paul, MN, the company is affiliated with Hubbard Broadcasting Inc., a television and radio broadcasting company that was started in 1923. INNERLINE ENGINEERING: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Innerline Engineering, Inc. 1663 Commerce Street Corona, CA 92880 Business Description: Innerline Engineering, Inc. -- http://www.innerlineengineering.com-- provides large diameter pipeline cleaning, hydroexcavation, CCTV inspection, and pipe cleaning and high pressure jetting services. It offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilties. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-11349 Judge: Hon. Wayne E. Johnson Debtor's Counsel: Jeffrey B. Smith, Esq. CURD, CALINDO & SMITH, LLP 301 E. Ocean Blvd., Suite 1700 Long Beach, CA 90802 Tel: 562-624-1177 Email: jsmith@cgsattys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas J.C. Yeh, chief financial officer. 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/R7OSV5Q/Innerline_Engineering_Inc__cacbke-21-11349__0001.0.pdf?mcid=tGE4TAMA JADEX INC: Incremental Issuance No Impact on Moody's B2 CFR ----------------------------------------------------------- Moody's Investors Service announced that the B2 rating on Jadex Inc.'s first lien senior secured term loan due 2028 is unchanged following the company's announcement of an incremental issuance to fund an acquisition. Jadex's existing ratings, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 for the first lien senior secured revolving credit facility expiring 2026 are unchanged. The outlook remains stable. Moody's also announced that Jadex's appointment of a new CEO to replace the retiring CEO was credit neutral. The new CEO is a seasoned industry veteran and the rest of the management team will remain in place. The company announced the change on March 8, 2020 and it is effective March 22, 2021. On March 8, 2021, Jadex announced it was issuing an incremental fungible $20 million first lien senior secured term loan due 2028 to fund an acquisition. Details for the acquisition have not been disclosed, but Moody's notes that pro forma credit metrics remain unchanged and the acquisition increases the company's exposure to stable end markets. Moody's projects debt to LTM EBITDA will improve to 4.9x and free cash flow to debt will be over 1.0% by the end of 2021 versus 6.3x and -24.3% at September 30, 2020, respectively, pro forma for the refinancing and debt financed dividend in February 2020 and the proposed debt financed acquisition. Headquartered in Greenville, SC, Jadex Inc. is a manufacturer of rigid and flexible plastic packaging and zinc and steel-based products. Jadex serves the food, medical, consumer, industrial, infrastructure, coinage, and automotive end markets. 84% of sales are generated in the US with the balance generated in the Philippines, Canada, Mexico, United Kingdom, China, Germany, and Italy. Jadex has been a portfolio company of One Rock Capital Partners, LLC since May 2019. LTM sales as of September 30, 2020 were approximately $651 million. JFG HOLDINGS: Fine-Tunes Plan; Enters 20-Year Lease w/ Enchantment ------------------------------------------------------------------ JFG Holdings, Inc., submitted an Amended Disclosure Statement describing Plan of Reorganization on March 9, 2021. JFG Holdings owns the property at 251 Carroll St. Fort Worth, 76107. The property was built as a hotel for pets, with Echantment Hotel, LLC, operating the business. The Hotel had to close during the height of the pandemic. Even though the operations are now reopened the return to full operations has been slowed. As a result of the pandemic people are not traveling and the Hotel has not been at its normal capacity. Prior to the pandemic the Hotel would pay the lender payments. These payments were paid through the Hotel for the benefit of the Debtor since 2010. Under the Debtor's Plan, the Debtor will enter into a lease with the Hotel so that the funds to repay the creditors will pass through the Debtor and the Debtor will pay its creditors from the rental received on the Property. The new lease will be for a term of 20 years. Hotel has been in business since 2010 and up until the start of 2020, Hotel had made the payments to the secured creditors of the Debtor. These monthly payments were approximately $17,000. Hotel had gross revenues of $1,266,413 in 2018 and $1,315,437 in 2019. Hotel revenues did fall off significantly in 2020. The Hotel business is just beginning to recover. It is anticipated based upon the prior 10 years of business operations that Hotel will have sufficient revenue to pay the rental amount. Secured creditor Sutherland asserts that the Property is only 4 worth $1,400,000 based upon the Tarrant County Appraisal District valuation. The Debtor believes it would be worth much more, however, upon a foreclosure it is the Debtor's belief the lender would bid no more than the amount owed at any such sale. The Amended Disclosure Statement does not alter the proposed treatment for creditors and the equity holder: * Class 4 consists of Allowed Secured Claim of Sutherland Asset I. The Debtor shall repay the Sutherland Indebtedness in full in 240 equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date. The monthly payment will be approximately $4,157. * Class 5 consists of Allowed Secured Claim of REMIC TRUSTEE. The Debtor shall repay the REMIC Indebtedness in full in 240 equal monthly payments with interest at the rate of 4.87% per annum commencing on the Effective Date. The monthly payment will be approximately $8,160. * Class 6 consists of Allowed Unsecured Creditors Claims. All creditors holding allowed unsecured claims will be paid from the operations of the company. The Debtor shall pay $250 per month commencing on the Effective Date until all Class 6 Claimants are paid in full. The unsecured creditors shall receive 100% of their allowed claims under this Plan. * Class 7 consists of Current Ownership Claimants and is not impaired under the Plan and shall be satisfied by retaining her interest in the Debtor. Ownership shall remain 100% Janice Grimes. A full-text copy of the Amended Disclosure Statement dated March 9, 2021, is available at https://bit.ly/2PQGDgn from PacerMonitor.com at no charge. Attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About JFG Holdings JFG Holdings, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns the property at 251 Carroll St. Fort Worth, Texas 76107. The property was built as a hotel for pets, with Echantment Hotel, LLC, operating the business. JFG Holdings filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43378) on Nov. 2, 2020. JFG Holdings President Janice Grimes signed the petition. At the time of filing, the Debtor estimated assets of up to $50,000 and liabilities of $1 million to $10 million. Eric A. Liepins, P.C., serves as the Debtor's legal counsel. JS KALAMA: Small Unsecured Claims to Recover 100% in Plan --------------------------------------------------------- J S Kalama, LLC, filed on March 10, 2021, an Amended Chapter 11 Plan. Class A (Unsecured claims in the amount of $1,000 or less) will each receive the allowed amount of its claim, in full, in cash, on or before 91 days after the effective date of the Plan. Class G (unsecured claims without priority) will each receive periodic distributions, pro rata to a sum equal to allowed class G claims. Distributions shall be made at such times as sufficient unsecured funds are on deposit to provide a meaningful distribution to the class. Distributions will cease when a sum equal to the debtor's liquidation value has been distributed to class A and class G claims. The minimum distribution to each claim holder shall not be less than the largest sum distributed to the holder of an allowed class A claim. Class H (Equity security interests held immediately before the petition date) will receive 100% of the membership interests in the reorganized debtor. Unless otherwise set forth in the confirmation order, the value of the Debtor's interest in the Kalama Property shall be deemed to be $5,500,000. Unless otherwise set forth in the confirmation order, the liquidation value of the debtor for all purposes of this Plan shall be deemed to be $667,458.89. All sales shall be closed through an escrow. Sale proceeds shall be distributed out of escrow in the following order: (1) Settlement and closing fees, title insurance as may be required by a purchase and sale agreement, applicable sales taxes and recording fees, (2) Administrative expenses described in §2.03 until paid in full, unless otherwise ordered by the court in the order allowing the administrative expense, (3) Class B claims, until paid in full, (4) Class C claims, until paid in full, (5) Class D claims, until paid in full, (6) Class E claims, until paid in full, (7) Class F claims, until paid in full, (8) Accrued and unpaid fees described in Sec. 2.04 until paid in full, (9) Allowed priority tax claims described in Sec. 2.05 until paid in full, (10) Allowed class G claims until the debtor's liquidation value has been distributed to all allowed Class G claims or Class G claims have been paid in full. (11) Class H equity security interests. Attorney for the Debtor: John D. Nellor J. D. Nellor, PC | Nellor Law Office 201 N.E. Park Tower Drive, Suite 202 Vancouver, WA 98684 Tel: (360) 816-2241 A copy of the Chapter 11 Plan is available at https://bit.ly/3rL1XSL from PacerMonitor.com. About JS Kalama JS Kalama, LLC is primarily engaged in renting and leasing real estate properties. On June 11, 2020, Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-41495). At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brian D. Lynch oversees the case. The Debtor is represented by J.D. Nellor, Esq., at Nellor Law Office. KEIV HOSPITALITY: Unsecureds Will be Paid in Full Under Plan ------------------------------------------------------------ Keiv Hospitality, LLC, et al., submitted a Second Amended Plan of Reorganization and a Disclosure Statement. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan for March 23, 2021, at 11:00 am (prevailing Central Time), at the courtroom of the Honorable Jeffrey Norman, in the United States Bankruptcy Court for Southern District of Texas, Houston Division, located at Bob Casey United States Courthouse, Courtroom No. 403, Houston, Texas 77002. Any objection to confirmation of the Plan must be filed and served no later than March 17, 2021. Based upon the Debtor's estimated value of the hotel and personal property of approximately $14.8 million, the Debtor believes US Bank and the SBA are fully secured. The Plan shall be implemented on the Effective Date. At the present time, and subject to the negotiation and finalization of the Plan Documents (and all documents relating thereto), the Debtor believes that there will be sufficient funds, as of the Effective Date, to pay in full the expected payments required under the Plan to Holders of Allowed Administrative Claims as more fully set forth in the Plan. Holders of Claims in Classes 1, 2, 3 and 4 are impaired under the Plan, and will receive distributions on the Effective Date, or at such other time as the Reorganized Debtor makes distributions in accordance with their respective treatment under the Plan. Specifically, Class 1 (Ad Valorem Tax Claims) shall receive payment of their Allowed Claims over a period of 48 months at twelve percent (12%) interest. Class 2 (US Bank) will receive payment of its Allowed Secured Claim, amortized over 30 years with a balloon payment due on Aug. 1, 2023 in accordance with the original loan documents, in addition to lump-sum payments by Ben Mousavi of Bank Post-Petition Arrearage and Tax and Insurance Escrow Arrearage within 15 days after the Effective Date. Class 3 (the SBA) shall be paid in the amount of $120,000 over-time otherwise in accordance with the original loan documents between the Debtor and the SBA. Class 4 (General Unsecured Claims) shall receive monthly payments over 5 years until such obligations are paid pursuant to terms and conditions as more fully set forth in the Plan. Holders of Class 5 Claims (Equity) will retain their interests in the Debtor/Reorganized Debtor. All parties holding liens shall retain such liens in the priority as they existed on the Petition Date. The Debtor will continue to operate its business in order to generate cash flows to service costs of doing business, administrative expenses, mortgage payments and interest payments under obligations created in the Plan. Attorneys for the Debtor: Timothy L. Wentworth OKIN ADAMS LLP E-mail: twentworth@okinadams.com 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 A copy of the Disclosure Statement is available at https://bit.ly/3teVsI3 from PacerMonitor.com. About Keiv Hospitality Based in Katy, Texas, Keiv Hospitality, LLC, operates a Hampton Inn and Suites hotel located at 22055 Freeway, Katy, Harris County Texas. Keivans Hospitality, Inc. operates a Hilton Garden Inn hotel located at 2509 Texmati Drive, Katy, Harris County, Texas. Keiv Hospitality and Keivans Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34408) on Sept. 1, 2020. Ben Mousavi, owner, signed the petition. At the time of the filing, Keiv Hospitality estimated assets of between $1 million and $10 million and liabilities of the same range while Keivans Hospitality had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Okin Adams LLP as legal counsel and Moore Tax Services, Inc., as accountant. KOPIN CORP: Richard Osgood Won't Stand for Re-Election as Director ------------------------------------------------------------------ Richard H. Osgood, a member of the Board of Directors of Kopin Corporation notified the Board that he will not stand for re-election as a member of the Board at the Company's 2021 annual meeting of stockholders. Mr. Osgood's decision was not the result of any disagreement with the Company. About Kopin Kopin Corporation -- http://www.kopin.com-- is a developer and provider of innovative display and optical technologies sold as critical components and subassemblies for military, industrial and consumer products. Kopin's technology portfolio includes ultra-small Active Matrix Liquid Crystal displays (AMLCD), Liquid Crystal on Silicon (LCOS) displays and Organic Light Emitting Diode (OLED) displays, a variety of optics, and low-power ASICs. Kopin reported a net loss of $4.53 million for the year ended Dec. 26, 2020, compared to a net loss of $29.37 million for the year ended Dec. 28, 2019. As of Dec. 26, 2020, the Company had $47.55 million in total assets, $16.88 million in total current liabilities, $276,409 in noncurrent contract liabilities and asset retirement obligations, $821,306 in operating lease liabilities, $1.27 million in other long-term liabilities, and $28.29 million in total stockholders' equity. LADAN INC: Unsecured Creditors to Recover 10% in Plan ----------------------------------------------------- Ladan, Inc., submitted a Combined Plan of Reorganization and Disclosure Statement dated March 10, 2021. The class 1A - Bank of the West claim totaling $99,505 will be paid $1,832 monthly for 60 months. General unsecured creditors shall receive a pro-rata portion of $504,046, likely to result in a 10% recovery of allowed claims in quarterly payments over 20 quarters. Completed ballots must be received by Debtor's counsel, and objections to confirmation must be filed and served, no later than April 8, 2021. The court will hold a hearing on confirmation of the Plan on April 15, 2021, at 9:30 a.m. On the Effective Date, all property of the estate and interests of the Debtor will vest in the reorganized Debtor pursuant to Sec. 1141(b) of the Bankruptcy Code free and clear of all claims and interests except as provided in this Plan, subject to revesting upon conversion to Chapter 7 Attorneys for Ladan Inc.: JEFFREY J. GOODRICH GOODRICH & ASSOCIATES 336 Bon Air Center, #335 Greenbrae, CA 94904 Tel: (415) 925-8630 A copy of the Combined Plan of Reorganization and Disclosure Statement is available at https://bit.ly/3eyQWjy from PacerMonitor.com. About Ladan Inc. Ladan, Inc. -- http://ludwigsfinewine.com/-- is a privately held company that owns and operates wine, beer, and liquor stores. Ladan, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30130) on Feb. 6, 2020. The case is assigned to Judge Dennis Montali. In the petition signed by Magid Nazari, president, the Debtor had $258,503 in assets and $7,672,414 in liabilities. Jeffrey Goodrich, Esq., at GOODRICH & ASSOCIATES, is the Debtor's counsel. LAROCHE CARRIER: Updates Plan; Hikes BMO Harris' Claims Pay ----------------------------------------------------------- LaRoche Carrier, LLC, filed an Amended Disclosure Statement for Small Business Chapter 11 Plan. The Amended Disclosure Statement alters the proposed treatment for BMO Harris Bank: * The secured claim #1 of BMO Harris Bank totaling $106,960 will be paid $1,203.00 monthly for 61 months with 5.25% interest. * The secured claim #2 of BMO Harris Bank totaling $14,236 will be paid $392 monthly for 61 months with 5.25% interest. * The secured claim #3 of BMO Harris Bank totaling $115,440 will be paid $1,305 monthly for 61 months with 5.25% interest. Like in the prior iteration of the Plan, General unsecured claims consist of claims of Octagon Tire Holdings LLC totaling $7,395, First Ins. Funding, Lake Forest Bk & Trust Co., NA totaling $28,586, Mercedez Benz Fin. Serv. USA LLC totaling $41,243 and Mingo Agency/Milton Mingo totaling $31,433 will receive no distribution. Operations including distributions under the plan will be funded by truck driving operations. The Debtor also generates income by the leasing of a semi-tractor & trailer. The Debtor plans to offer a stock to Jean-Paul Kalonji, an insider, for the purchase of $10,000 Jean-Paul-Kalonji will then be the sole owner of Laroche Carrier, LLC. A full-text copy of the Amended Disclosure Statement dated March 9, 2021, is available at https://bit.ly/3eBgQTH from PacerMonitor.com at no charge. About LaRoche Carrier LaRoche Carrier, LLC, was engaged in using multiple vehicles and multiple trailers. The company was paying drivers by the miles and ran into difficulty keeping drivers and also having mechanical failures for both the tractors and the trailers. Laroche Carrier LLC sought Chapter 11 protection (Bankr. N.D. Ind. Case No. 19-10532) on April 1, 2019. Frederick W. Wehrwein, Esq., at FRED WEHRWEIN, P.C., is the Debtor's counsel. LATTICE BIOLOGICS: Files for Chapter 7; Owners to Shift Focus ------------------------------------------------------------- On March 15, 2021, Lattice Biologics Ltd. (TSX-V: LBL) (OTCBB: LBLTF) announced that the Company will change its business strategy to focus on the fast growing psychedelics and cannabis markets through the creation of a new life sciences subsidiary. The Company will focus on the research and commercialization of psychedelic products in combination with its stem cell based regenerative compounds while leveraging the Company's distribution expertise. The Company believes there is a sizeable legal market for psychedelic products and that there is a promising prospect for a strong, legal psychedelic industry to emerge globally. In November 2020, voters passed Oregon Ballot Measure 109, making Oregon the first state to both decriminalize psilocybin and also legalize it for therapeutic use. In August of 2020, the Canadian federal Minister of Health approved the use of psilocybin therapy in the treatment of end-of-life distress for certain patients. Lattice believes that the recent wave of deregulation and legalization of recreational cannabis across the globe will result in a new wave to psychedelics legalization. The Company believes that the new focus on psilocybin and psilocybin medicine may open up the approximately $15 billion-dollar global anti-depressant market to psilocybin. The ability for neurons to regenerate with the use of psychedelics is a newly emerging area of research. We will utilize our knowledge of stem cells, and their potentiating effects, to create new and patentable technologies and medicines that improve health and alleviate suffering. "Following a comprehensive strategic review of the Company, we have made the exciting decision to enter and focus on the fast growing psychedelic and Cannabis life sciences and to divest the Biologics business. With Lattice’s extensive knowledge of processing, purifying, and manipulating stem cells, we intend to be a leader in the emerging psychedelic market. The Company intends to announce key additions to its management and advisory board in the near future. Exiting Biologics allows the management team to reorganize the Biologics subsidiary and related debts while not affecting the holding and listed Company and to allow the Company and shareholders to focus on and benefit from future generated medicines and treatments. We believe the Biologics business is an attractive asset for someone who is better positioned to leverage the Biologics platform to build scale. During this transition period, we remain committed to our Biologics customers, and will continue to support our technologies and services," said Guy Cook, CEO. Beginning with the fiscal third quarter 2021, the Biologics Business will be presented as discontinued operations. As part of the reorganization, the wholly-owned subsidiary Lattice Biologics Inc. has filed a voluntary petition under Chapter 7 of the U.S. Bankruptcy Code. The Chapter 7 petition was filed March 12, 2021 with the U.S. Bankruptcy Court for the State of Montana. Chapter 7 will be administered under the oversight of a Court-appointed trustee. Additional information on the process can be obtained through the Court. About Lattice Biologics Ltd. Lattice Biologics is traded on the TSX-V under the symbol: LBL. Lattice Biologics develops and manufactures biologic products to domestic and international markets. The Company's products are used in a variety of surgical applications. Lattice Biologics filed a Chapter 7 petition (Bankr. D. Mont. Case No. 21-20035) on March 12, 2021. The Chapter 7 trustee: RICHARD J. SAMSON 310 W. Spruce St. MISSOULA, MT 59802 LDG001 LLC: Court Approves Disclosure Statement ----------------------------------------------- On March 12, 2021, Judge Mark X. Mullin entered an order approving the Disclosure Statement for LDG001, LLC's Plan of Reorganization. The Court also ordered that: * The hearing to consider confirmation of the Plan of Reorganization will be held on April 13, 2021, at 1:30 p.m. before the Honorable Mark X. Mullin, United States Bankruptcy Court. * April 6, 2021, is the last day of filing and service to counsel on record for any objections to the Plan. * April 9, 2021, is the deadline for submission of ballots accepting or rejecting the Debtor's Plan. As reported in the Troubled Company Reporter, LDG001, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a Plan of Reorganization and a Disclosure Statement on Dec. 31, 2020. The Debtor intends to develop and divide its 202-acre property land located in Johnson County, Texas, into residential lots for sale to homebuilders for a profit. The Plan will pay all allowed claimants 100% of their claims, with interest. A full-text copy of the Disclosure Statement dated Dec. 31, 2020, is available at https://bit.ly/2JFBNQw from PacerMonitor at no charge. About LDG001 LDG001, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), which owns approximately 202 acres of unimproved land located in Johnson County, Texas, near the city of Venus, Texas. On Oct. 5, 2020, LDG001 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Tex. Case No.20-43110). LDG001 President Tim Barton signed the petition. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's legal counsel. LIGHTHOUSE RESOURCES: Unsecureds Get Reclamation Trust Interest --------------------------------------------------------------- Lighthouse Resources Inc., et al., submitted a Second Amended Joint Plan dated March 10, 2021. The Plan provides for the creation of a trust whose primary purpose is to complete the shutdown, remediation, and reclamation of the Coal Side Debtors' operations at the Decker Mine, Big Horn Coal Company, and KCP, Inc.'s obligations related to its 50% interests in the Black Butte Mine at the end of its operations, and in that process, the trust will also administer all remaining assets of the Debtors, including the Millennium Debtors' assets, if any. The Plan also provides for distributions to certain holders of administrative claims and priority claims and the funding of the trust. Under the Plan, Class 3 Senior Secured Claims will each receive Reorganized Lighthouse Equity Interests which they will contribute to the Reclamation Trust Entity in exchange for the Class A Reclamation Trust Entity Interests; any remaining Cash subject to the Cash Collateral Order on the Effective Date and any proceeds of the sale of the Millennium Debtors', including Barlow Point and Columbia Land, assets that are sold after the Effective Date. Class 3 is impaired. Class 4 Surety Claims in an amount equal to $62,264,847 (i) will retain liens on any and all collateral, including cash and letters of credit; (ii) will retain a superior interest in the Reclamation Sinking Fund senior in priority to the interests of any other beneficiary of the Reclamation Trust Entity; (iii) will obtain the benefits of the Reclamation Trust Entity Bonding Agreement which includes reinstatement of certain rights pursuant to Section 1124 of the Bankruptcy Code; (iv) will benefit from the obligations of the Reclamation Trust Entity to complete the Reclamation Plans; and (v) will benefit from contributions to the Reclamation Sinking Fund by Coal Side Debtor KCP, Inc. for the use in completing the Reclamation Plans in conjunction with the collateral contributed by the Sureties to the Reclamation Sinking Fund, decreasing the Sureties' exposure for potential liability obligations related to for Reclamation Liabilities. Class 4 is impaired. Class 5 General Unsecured Claims will each receive a pro-rata share of the Reorganized Lighthouse Equity Interests which they will contribute to the Reclamation Trust Entity in exchange for Class B Reclamation Trust Entity Interests which is equal to the percentage of the amount of such creditor's Allowed General Unsecured Claim of the total amount of all of the Debtors' Allowed General Unsecured Claims. Class 5 is impaired. Class B Reclamation Trust Entity Interests means interests in the Reclamation Trust Entity issued to the Class B Reclamation Trust Entity Interests Agent as the beneficiary on behalf of the holders of the General Unsecured Claims of all of the Debtors in exchange for such holders' share of Reorganized Lighthouse Equity Interests received in full and final satisfaction of such creditors’ Claims. Co-counsel to the Debtors: Mary Elisabeth Naumann Chacey Malhouitre JACKSON KELLY PLLC 100 West Main Street, Suite 700 Lexington, KY 40507 Telephone: 859.255.9500 E-mail: mnaumann@jacksonkelly.com chacey.malhouitre@jacksonkelly.com Elizabeth Amandus Baker 500 Lee Street East, Suite 1600 Charleston, WV 25301 Telephone: 304.340.1000 E-mail: elizabeth.baker@jacksonkelly.com L. Katherine Good Aaron H. Stulman POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801-6108 Telephone: 302.984.6000 Facsimile: 302.658.1192 E-mail: kgood@potteranderson.com astulman@potteranderson.com A copy of the Second Amended Joint Plan is available at https://bit.ly/3bI8Y0X from Stretto, the claims agent. About Lighthouse Resources Lighthouse Resources Inc. is an owner and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC. is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. MAVIS TIRE: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Mavis Tire Express Services Corp. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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. Mavis Tire Express Services Corp.'s B3 corporate family rating considers its weak quantitative profile, particularly its very high leverage, its favorable market position in a highly fragmented segment of retail, with penetration and brand recognition evident in its chosen markets, which is being strengthened with the proposed Town Fair acquisition. Mavis' liquidity profile, which Moody's characterize as good, is another key factor, with the upsizing of the revolver a plus. Ratings also consider the potential for shareholder-friendly financial policies associated with the company's financial sponsor ownership, including an aggressive pace of debt-funded acquisitions which has resulted in elevated leverage levels. While the company's scale will benefit from growth in revenue and EBITDA driven by new acquisitions, greenfields, and the continued ramp of recently-acquired locations, the company runs the risk of limited financial flexibility in the event that earnings deteriorate from current levels. Until Mavis' leverage profile improves materially and becomes more predictable, there is no tolerance for equity extractions at the current rating level. Social considerations are moderate for Mavis due to the risks related to workplace safety; however, the company has had no issues of note in this regard. Additionally, social risk related to demographic and societal trends, including changing consumer preferences remain a factor for retail issuers, although it is viewed as immaterial given the relatively nondiscretionary nature of Mavis's business offering. The principal methodology used for this review was Retail Industry published in May 2018. MAX FINE FURNITURE: Unsecureds to Get 100% Dividend Over 5 Years ---------------------------------------------------------------- Max Fine Furniture and Appliances, Inc. submitted the Second Amended Combined Chapter 11 Disclosure Statement and Second Amended Plan of Reorganization on March 9, 2021. The Bankruptcy Court has scheduled April 14, 2021, at 1:30 pm as the date and time of the hearing on confirmation of the plan. Any objection to confirmation of the Plan must be filed on or before April 7, 2021. In order to be counted for voting purposes, ballots for the acceptance or rejection of the Plan must be completed and returned to the Bankruptcy Court by no later than April 7, 2021. Class 8 consists of the Unsecured Priority Tax Claim of the Internal Revenue Service [Claim 6] in the amount of $200.00. Debtor shall pay this $200.00 within 60 days of confirmation by remitting payment in the form of check or money order made payable to the U.S. Treasury. Class 9 consists of General Unsecured Creditors. The Class 9 General Unsecured Creditors' claims total $249,028.03 and are owed to 13 creditors. These claims are impaired. The holders of the General Unsecured Claims will receive a 100 percent dividend on their allowed claims in equal monthly installments at 0% interest. Specifically, the Debtor shall remit a monthly total payment of approximately $4,150, to be distributed pro-rata to each of the holders of General Unsecured Claims, for a period of 60 months. Payments shall begin 30 days after the Effective Date and shall be due on the 15th day of the month following the Effective Date and shall be due on the 15th day of each month, thereafter. If the monthly pro-rata payment is less than $200.00, Debtor will pay the unsecured creditor 3 months' payments on a quarterly basis. Class 10 consists of General Unsecured Claims by Insiders. This Class consists of $891,405.00 owed by Debtor to insiders, (i) Maximo Saenz and (ii) CBAC Properties, Ltd, for pre-petition rental obligations owed for the Debtor’s use of (i) the Store and (ii) the Warehouse. The Debtor will not pay any of the $891,405.00 owed to the listed insider entities. Class 11 consists of the equity interest held in the Debtor by its sole shareholder and 100% owner, Maximo R. Saenz. Mr. Saenz will retain his 100% ownership interest in the Debtor. While he retains his ownership interests in the Debtor, he shall not receive any dividend payments or distributions on account of that interest until all senior classes are paid in full, as per provided in the Plan. Debtor's projected average monthly income, without bankruptcy expenses, is approximately $63,175.00. The Debtor earns an average monthly gross income of approximately $345,000.00 from the collection of existing sales contracts with customers for purchases of inventory; credit card sales; and cash sales. Debtor estimates that it enters into new sales contracts with its customers, covering their purchases of inventory, on an average of $250,000.00 to $300,000.00 per month. Debtor will remit Plan Payments of approximately $52,521.00 to its creditors. After payment of the average monthly operating expenses of $281,825.00, there are more than sufficient funds of $63,175.00 to cover the estimated monthly projected Plan payments of $52,521.00. The Debtor believes these projections demonstrate efficient cash flow to fund its plan. A full-text copy of the Second Amended Combined Plan and Disclosure Statement dated March 9, 2021, is available at https://bit.ly/30IuHzC from PacerMonitor at no charge. Attorneys for the Debtor: PULMAN, CAPPUCCIO & PULLEN, LLP 2161 NW Military Highway, Suite 400 San Antonio, Texas 78213 (210) 222-9494 Telephone (210) 892-1610 Facsimile Randall A. Pulman Texas State Bar No. 16393250 rpulman@pulmanlaw.com Thomas Rice Texas State Bar No. 24025613 trice@pulmanlaw.com About Max Fine Furniture and Appliances Max Fine Furniture & Appliances, Inc.--https://www.maxfinefurniture.com/ -- sells a wide selection of bedroom, living room, dining room, leather, home office, kids furniture and brand name mattresses. It carries several brands, including Ashley, Restonic Mattresses, and Best Chair. Max Fine Furniture & Appliances, Inc., sought Chapter 11 protection on March 17, 2020 (Bankr. S.D. Tex. Case No. 20-70114). In the petition signed by Maximo Saenz, president, the Debtor disclosed $6,283,658 in assets and $4,261,778 in liabilities. Jana Smith Whitworth, Esq., at JS Whitworth Law FIRM, PLLC, is the Debtor's counsel. MCAFEE LLC: Business Divestiture No Impact on Moody's B1 CFR ------------------------------------------------------------ Moody's Investors Service said McAfee, LLC's ratings, including the B1 Corporate Family Rating, and stable outlook are not affected at this time by the announced divestiture. On March 8, 2021, McAfee Corp. ("McAfee", the ultimate parent of McAfee, LLC) disclosed that it has entered into a definitive agreement to sell its Enterprise business to a consortium led by Symphony Technology Group ("STG") for $4.0 billion and use a portion of the proceeds to reduce debt. The transaction is expected to close by the end of 2021. McAfee plans to use proceeds from the divestiture to repay approximately $1 billion of debt, issue a $2.75 billion special dividend to shareholders, and fund transaction and separation expenses, and capital gains taxes. The transaction is expected to be relatively leverage neutral excluding one-time costs and stranded costs. Pro forma for the transaction and debt paydown, run rate leverage is estimated around 6x excluding one-time costs and under 5x further excluding ongoing stranded costs. McAfee expects stranded costs to wind down over the next two years. Moody's treats stock-based compensation as an expense in leverage calculations. While the divestiture will reduce McAfee's diversification, it will also separate the challenged Enterprise business, which has struggled to grow with much lower margins than the rest of the company amidst a difficult competitive environment. The remaining consumer business should achieve high single digit or better growth assisted by increasing concerns over cyber security risks and the shift to remote work. However, free cash flow generation for the remaining company will likely remain pressured driven by stranded costs, taxes, distributions to pre-IPO LLC holders as well as an estimated $200 million in annual dividends. Moody's calculates free cash flow as cash flow from operations less capital expenditures less distributions to equity holders. Moody's views the partial use of divestiture proceeds to repay debt as an indication of a more balanced financial policy. Financial policy has become much less aggressive since McAfee's IPO in October 2020. Intel and private equity firms, TPG, Thoma Bravo and GIC still control around 90% of voting shares and retain the ability to appoint the majority of Board members. MIDAS INTERMEDIATE: Moody's Completes Review, Retains Caa1 CFR -------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Midas Intermediate Holdco II, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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. Midas Intermediate Holdco II, LLC's (dba "Service King") Caa1 corporate family rating reflects the company's weak credit metrics, with pro forma debt/ EBITDA for the LTM period ended September 2020 of around 11 times and EBIT/interest well below 1 time (including 50% credit for unrealized cost savings from front-office restructuring initiatives executed in early 2020). Supporting the ratings is its solid market position in the highly fragmented collision repair sub-sector, its mutually-beneficial relationships with national and major insurance carriers which represents the vast majority of revenue, and strong industry fundamentals which should support stable demand for its services. While demand fundamentals are expected to normalize to historically stable levels in FYE 2021, recent pricing pressure with certain carriers along with higher costs has resulted in an erosion in margins, EBITDA and free cash flow. New assignment volumes are showing signs of normalization, with Moody's expectation that this, in tandem with the company's cost reductions and other operating efficiency initiatives, will result in debt/EBITDA trending towards 8 times and EBIT/interest rising above 1 time during 2021. The rating also considers Service King's looming October 2022 note maturity which will create liquidity pressure if not addressed in due course. The principal methodology used for this review was Retail Industry published in May 2018. NINE POINT: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Nine Point Energy Holdings, Inc. 1001 17th Street 14th Floor Denver, Colorado 80202 Business Description: Nine Point Energy -- https://ninepointenergy.com -- is a private exploration and production company focused on value creation through the safe, efficient development of oil and gas assets within the Williston Basin. Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Nine Point Energy Holdings, Inc. (Lead Case) 21-10570 Nine Point Energy, LLC 21-10571 Foxtrot Resources, LLC 21-10572 Leaf Minerals, LLC 21-10573 Judge: Hon. Mary F. Walrath Debtors' Attorneys: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq. Jacob D. Morton, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street, Rodney Square Wilmington, Delaware 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com kcoyle@ycst.com ajacobs@ycst.com jmorton@ycst.com - and - Richard A. Levy, Esq. Caroline A. Reckler, Esq. Jonathan Gordon, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Tel: (312) 876-7700 Email: richard.levy@lw.com caroline.reckler@lw.com jonathan.gordon@lw.com - and - George A. Davis, Esq. Nacif Taousse, Esq. Alistair K. Fatheazam, Esq. Jonathan J. Weichselbaum, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Email: george.davis@lw.com nacif.taousse@lw.com alistair.fatheazam@lw.com jon.weichselbaum@lw.com Debtors' Financial Advisor: ALIXPARTNERS, LLP Debtors' Investment Banker: PERELLA WEINBERG PARTNERS LP Debtors' Compensation Consultant: LYONS, BENENSON & COMPANY INC. Debtors' Claims, Noticing, & Solicitation Agent: STRETTO https://cases.stretto.com/NinePointEnergy/court-docket Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Dominic Spencer, authorized signatory. A copy of Nine Point Energy Holdings' petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4FHZN5I/Nine_Point_Energy_Holdings_Inc__debke-21-10570__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Caliber Midstream Partners LP Trade $3,278,964 950 17th St Suite 1000 Payable Denver, CO 80202 Tyler Johnson, Head of Accounting Tel: 720-630-2649 Email: tjohnson@calibermidstream.com 2. Henry Hill Oil Services Trade $855,171 120 26th St East Suite 200 Payable Williston, ND 58801 Jacob Burton, President of Operations Tel: 701-353-5450 Email: office@henryhilloil.com 3. Caliber Midstream Trade $409,251 North Dakota LLC Payable 950 17th St Ste 1000 Denver, CO 80202 Tyler Johnson, Head of Accounting Tel: 720-630-2649 Email: tjohnson@calibermidstream.com 4. Brigade Energy Services LLC Trade $389,566 7430 E Caley Ave Ste 220 Payable Centennial, CO 80111 Katie Gendreau, OSA Tel: 701-774-2191 Email: kgendreau@brigade.energy 5. Baker Hughes Trade $383,393 Business Support Services Payable 4525 8th Street Northwest Minot, ND 58703-0601 Contracts Administration Tel: 713-439-8600 Email: dakota.kenney@bakerhughes.com 6. Hiland Partners Trade $375,000 Holdings LLC Payable PO Box 734024 Dallas, TX 75373-4024 Caleb Johnson, VP Commercial Tel: 918-588-5041 Email: caleb_johnson@kindermorgan.com 7. Weatherford US LP Trade $335,594 611 37th Ave SE Bldg 4 W Payable Williston, ND 58801 Mark Swift, VP US Tel: 713-836-4000 Email: legal.contracts@weatherford.com 8. Wild Transport Trade $326,180 1627 320th Ave Payable Isle, MN 56342 Jonathan Ira Nutt, CEO Tel: 320-679-1646 Email: wildtransportinc@gmail.com 9. P2 Energy Solutions Trade $202,849 PO Box 912692 Payable Denver, CO 80291-2612 Tel: 303-292-0990 Email: p2ar@p2energysolutions.com 10. Go Wireline LLC Trade $195,750 320 8th Ave E Payable Williston, ND 58801 Renee Barndt, Office Manager Tel: 701-483-9787 Email: rbarndt@gowireline.com 11. McKenzie Electric Co-Op Trade $186,890 PO Box 649 Payable Watford City, ND 58854 Invoicing Tel: 701-444-9288 Email: mckenzieelectric@smarthub.coop 12. Elite Lift Solutions, LLC Trade $173,416 PO Box 18 Payable Hardwood, ND 58042 Tammy Otteson Tel: 701-609-1989 Email: tammy.otteson@elite-lift.com 13. Sallyport Commercial Trade $162,804 Finance LLC Payable PO Box 4776 100 Houston, TX 77210-4776 Chelsie Van Voast Tel: 307-851-6358 Email: chelsie@regency-energy-services.com 14. Savage Services Corp. Trade $136,946 PO Box 208238 Payable Dallas, TX 75320-8238 Darcys Rivas, Accounts Receivable Supervisor Tel: 801-944-6531 Email: darcyrivas@savageservices.com 15. JACAM Chemicals 2013 LLC Trade $135,174 205 South Broadway Payable Sterling, KS 67579 Carrie Ball, General Counsel Tel: 620-278-3355 Email: carrie.ball@jacam.com 16. Slawson Exploration Company Inc. Trade $133,184 727 N Waco Ste 400 Payable Wichita, KS 67203 Cindy Howell, JIB Manager Tel: 316-263-3201 Email: chowell@slawsoncompanies.com 17. Evolution Completions Inc. Trade $124,935 409 8th Ave East Payable Williston, ND 58801 Alan Roness, President Tel: (701) 572-2069 Email: alanroness@evolutioncomposites.net 18. Caliber Measurement Trade $104,000 Services LLC Payable 950 17th St Ste 1000 Denver, CO 80202 Tyler Johnson, Head of Accounting Tel: 720-630-2649 Email: tjohnson@calibermidstream.com 19. Jensco Pipe & Trade $102,863 Equipment, Inc. Payable 5524 S. Jasper Way Centennial, CO 80015 Nate Saylor, VP Operations Tel: 303-358-5552 Email: jenscopipe@comcast.net 20. Twin Peaks Electrical Trade $101,877 610 Hillsdale St Payable Helena, MT 59601 Charlie Miller, Owner Tel: 701-770-6522 Email: cmiller.twinpeaks@outlook.com 21. Pat's Offroad Inc. Trade $94,364 17237 Hwy US-2 Payable Williston, ND 58801 Cale Kaupp Tel: 701-572-0843 Email: accountsreceivable@patsoffroad.com 22. Peloton Computer Trade $79,300 Enterprises Inc. Payable 23501 Cinco Ranch Blvd Ste C220 Katy, TX 77494 Accounting Tel: 281-394-2182 Email: billingUSA@peloton.com 23. Rugged Energy Trade $75,828 Services Inc. Payable 720 S Main St Kalispell, MT 59901-5342 Kyle Skyba, Finance Manager Tel: 406-755-8868 Email: kskyba@johnbarreettcpa.com 24. Rusco Operating, LLC Trade $75,750 98 San Jacinto Blvd Payable Ste 550 Austin, TX 78701 Brandon Pittard, Assoc. General Counsel Tel: 281-467-3245 Email: legal@rigup.com 25. Selland Construction Inc. Trade $64,890 1285 S Wenatchee Ave Payable Wenatchee, WA 98801 Jason Gaul, VP Tel: 509-662-7119 Email: jason@sellandconstruction.com 26. Endurance Lift Trade $63,893 Solutions LLC Payable PO Box 843175 Dallas, TX 75284-3175 Teena Sherman, CSR Manager Tel: 903-595-8600 Email: teena.sherman@endurancelift.com 27. Powder River Trade $62,261 Hydraulics LLC Payable PO Box 18 Harwood, ND 58042 Alyson Tel: 701-609-1989 Email: alysons@prhus.com 28. KLX Energy Services, LLC Trade $57,493 3040 Post Oak Blvd Payable 15th Floor Houston, TX 77056 Mark E. Cox, NE GEO VP Manager Tel: 304-842-3829 Email: ar@klxenergy.com 29. Colter Energy Trade $56,314 Services USA Inc. Payable PO Box 123330 Dept 3330 Dallas, TX 75312-3330 Alix Basso, Accounts Receivable Manager Tel: 403-995-9886 Ext 108 Email: abasso@colterenergy.com 30. RGD Trucking Inc. Trade $53,967 5073 146th Ave NW Payable Williston, ND 58801 Billie Pippenger Tel: 701-572-1092 Email: billie@rgdtrucking.com ONE WORLD: Involuntary Chapter 11 Case Summary ---------------------------------------------- Alleged Debtor: One World Logistics LLC 2800 Post Oak Blvd. Suite 4100 Houston, TX 77056 Involuntary Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court Southern District of Texas Case Number: 21-30928 Petitioners' Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street Dallas, TX 75202 Tel: 972-503-4033 Email: joyce@joycelindauer.com Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Ahmed A. Khan Insurance Claim $125,000 2019 Ruder Street Dallas, TX 75212 Afsar Sultana Insurance Claim $125,000 2019 Ruder Street Dallas, TX 75212 Prateek Desai Insurance Claim $125,000 2019 Ruder Street Dallas, TX 75212 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VPG4S2Q/One_World_Logistics_LLC__txsbke-21-30928__0001.0.pdf?mcid=tGE4TAMA ORBY TV: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Orby TV, LLC 12711 Ventura Blvd. Suite 495 Studio City, CA 91604 Chapter 11 Petition Date: March 14, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10428 Judge: Hon. Martin R. Barash Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: rb@lnbyb.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $50 million to $100 million The petition was signed by Alexander Izzard, chief operating officer. 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/RLXLCEQ/Orby_TV_LLC__cacbke-21-10428__0001.0.pdf?mcid=tGE4TAMA ORBY TV: Shuts Services, Files for Chapter 11 --------------------------------------------- Orby TV filed for Chapter 11 protection on March 14, 2021, in California, listing liabilities of as much as $100 million in its bankruptcy petition. Bloomberg notes that the Orby prepaid satellite television service launched in 2019 as a competitor to DirecTV and Dish Network. "We are sorry to announce that Orby TV has closed its doors, and the Orby TV service has ended," the company said in a notice posted on its website. "To provide you with an affordable satellite TV option going forward, we have coordinated with DISH on a special offer for Orby TV customers. This includes a monthly DISH programming package for $52.99 (includes first receiver) and cost to switch as low as $100. For more information about this limited time offer, please call DISH at 844-268-3304 and mention the offer code ORBY or visit dish.com/orby" About Orby TV LLC Orby TV LLC is Burbank, California-based satellite television service provider that offers a solid channel lineup at an affordable cost with no hidden taxes or fees. It was launched in 2019 by former Starz CFO Michael Thorton and Tres Izzard, a former Disney executive. It is a competitor to Dish Network and DirecTV. Orby TV filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-bk-10428) on March 14, 2021. Orby listed liabilities of as much as $100 million and assets of less than $1 million. Judge Martin R. Barash is the case judge. Levene, Neale, Bender, Yoo & Brill L.L.P is the Debtor's counsel. PACIFIC ALLIANCE: April 27 Plan Confirmation Hearing Set -------------------------------------------------------- On March 8, 2021, Debtor Pacific Alliance Corporation filed with the U.S. Bankruptcy Court for the District of Utah a Disclosure Statement and Plan of Reorganization. On March 9, 2021, Judge R. Kimball Mosier approved the Disclosure Statement and ordered that: * April 15, 2021, at 5:00 p.m. is the deadline by which ballots containing signatures must be actually received by the Debtor's counsel. * April 15, 2021, at 5:00 p.m. is the deadline for filing with the Court and completing service of objections to confirmation of the Plan. * April 21, 2021 is the deadline for filing with the Court and completing service of the Debtor's response to objections to confirmation and a memorandum in support of confirmation of the Plan. * April 23, 2021 is the deadline for the Debtor to file a report of the results of voting on the Plan. * April 27, 2021 at 11:00 a.m. is the hearing to consider confirmation of the Plan. A full-text copy of the order dated March 9, 2021, is available at https://bit.ly/2OyiVFt from PacerMonitor.com at no charge. Attorneys for Pacific Alliance Corporation: Kenneth L. Cannon II Penrod W. Keith DENTONS DURHAM JONES PINEGAR P.C. 111 South Main Street, Suite 2400 P O Box 4050 Salt Lake City, UT 84110-4050 Telephone: (801) 415-3000 Fax: (801) 415-3500 Email: kenneth.cannon@dentons.com penrod.keith@dentons.com About Pacific Alliance Pacific Alliance Corporation is the holding company for Superior Filtration Products, LLC, and Star Leasing Inc. Superior is in the business of retail residential and commercial/industrial air filter frame and housing manufacturing for the clean air industry. Star Leasing is in the trucking industry and is a general commodity carrier. Based in North Salt Lake, Utah, Pacific Alliance filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-28911) on Oct. 12, 2017. The petition was signed by Steven K. Clark, its president. At the time of filing, the Debtor disclosed $2.80 million in assets and $3.38 million in liabilities. The Hon. Kimball R. Mosier is the case judge. Kenneth L. Cannon, II, Esq., at Durham Jones & Pinegar, P.C., represents the Debtor. PARAMOUNT INVESTING: Unsec. Creditor to Get 50% Dividend in Plan ---------------------------------------------------------------- Paramount Investing filed their Second Modified Reorganization Chapter 11 Plan Proposal on March 5, 2021. The Plan will provide for the Debtor to reorganize by continuing to own and manage its property located at 8 Catalpa Lane, Willingboro, New Jersey 08046 in Burlington County, by continuing to refine and improve its operating practices and procedures, or a combination thereof along with contributions of new value from the Debtor's principal and/or the Debtor principal's parents, to assist in the creation of the necessary monthly cash flow requirements to fund the Plan. MTAG in Class 1, which has a secured claim of $25,190, will be paid in full with interest in 48 months. Class 2 general unsecured claims will receive a 50% dividend under the Plan. T-Mobile USA, which asserts a claim of $5,935, will receive a pro rata portion from the base plan totaling $3,000, to be paid monthly beginning 49 and completed in month 50. Class 3 equity holder, Brandon C. Rothwell, will retain his equity interests. A copy of the 2nd Amended Plan is available at https://bit.ly/3eKMKgz The Debtor's counsel: Law Offices of Scott E. Kaplan, LLC 5 S. MainStreet P.O. Box 157 Allentown, New Jersey 08501 Tel: (609) 259-1112 About Paramount Investing Paramount Investing, LLC, was formed as a New Jersey limited liability company by Brandon C. Rothwell. Paramount was formed for the purpose of acquiring title to, owning and managing the property located at 8 Catalpa Lane, Willingboro, New Jersey 08046. Paramount Investing sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-18204) on July 1, 2020, listing less than $1 million in both assets and liabilities. Scott E. Kaplan, Esq., LAW OFFICES OF SCOTT E. KAPLAN, LLC, is the Debtor's counsel. PEAK PROPERTY: Court OKs Deal on Cash Collateral Use Thru Aug 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has approved the stipulation between Peak Property Group, LLC and USA Loans, LLC authorizing the Debtor to use cash collateral through August 31, 2021, and make adequate protection payment. The Debtor requires the use of rents and other cash collateral solely to preserve and maintain its properties for the benefit of creditors and the bankruptcy estate. The Debtor filed a motion to use cash collateral on January 21, 2021. USA Loans filed objections to the Debtor's motion to use cash collateral on February 4, 2021. The Debtor and USA Loans have agreed to the Debtor's limited use of cash collateral solely to maintain and preserve the Debtor's real properties pursuant to a budget. The Debtor's proposed budget for use of the cash collateral, including taxes, insurance, maintenance, and HOA fees. The Debtor is authorized to use the cash collateral up to the amounts set forth in the Budget, plus a variance of up to 10% on any line item of the Budget for the purpose of preserving and maximizing the value of the estate. The allowed monthly budget variance will not carry over to the next month. The Debtor may seek approval from the court to expend cash collateral in excess of this 10% variance upon show of good cause. The Debtor is directed to pay USA Loans $1,000 per month as adequate protection pursuant to 11 U.S.C. section 361 commencing in April 2021 and continuing through and including August 2021. As further adequate protection for the Debtor's use of cash collateral, USA Loans is granted a replacement perfected security interest under section 361 (2) of the Bankruptcy Code to the extent its cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post petition cash collateral and proceeds thereof, USA Loans held in the Debtor's pre-petition cash collateral. The Debtor is also authorized and directed to establish and maintain insurance coverage on the Debtor's properties for the full replacement value therefore and to cause USA Loans to be named as a loss payee of the insurance policies and to maintain adequate casualty and general liability insurance and will name USA Loans as an additional insured on all insurance policies. USA Loans expressly retains its rights to seek additional adequate protection or to seek relief from the automatic stay with respect to any or all assets in which it claims an interest. The court has vacated the evidentiary hearing scheduled for March 16 at 1:30 p.m. on the matter. A copy of the order and the Debtor's budget is available for free at https://bit.ly/3qOGV4n from PacerMonitor.com. The budget covers a total of seven months, beginning in February 2021 and ending in August, 2021. The budget projects a total of $10,401 in net income. About Peak Property Group, LLC Peak Property Group LLC owns four properties in Denver, Colo., and La Quinta, Calif., having an aggregate comparable sale value of $1.09 million. Peak Property Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16088) on Sept. 12, 2020. At the time of filing, the Debtor disclosed $1,102,686 in assets and $1,685,781 in liabilities. Judge Kimberley H. Tyson oversees the case. Shilliday Law, P.C. is the Debtor's legal counsel. PODS LLC: Moody's Rates New $1.26BB First Lien Loans 'B2' --------------------------------------------------------- Moody's Investors Service affirmed PODS LLC's B2 corporate family rating and upgraded the Probability of Default rating to B2-PD from B3-PD. Concurrently, Moody's assigned B2 senior secured ratings to the company's proposed $1.165 billion first lien term loan and $100 million first lien revolving credit facility. The rating outlook is stable. The actions follow the company's announcement to refinance existing debt along with incremental borrowings to help fund a nearly $440 million dividend to shareholders. Ratings on the existing first lien term loans and revolving credit facility are unaffected at this time and will be withdrawn upon close of this transaction. Governance considerations acknowledge private equity ownership with this proposed, large dividend as well as risk that PODS could resume an aggressive debt-funded strategy to roll-up additional franchisee markets. As a result, financial policy was a key consideration in the rating outcome. RATINGS RATIONALE The ratings reflect modest scale, high leverage and reduced financial flexibility following the largely debt-funded dividend to shareholders. The ratings also consider PODS' strong brand recognition and leading niche market position, a track record of steadily rising earnings and solid returns and free cash flow generation. Moody's believes portable moving and storage presents above-average growth prospects within a largely flexible cost structure. These positive considerations are tempered by the periodic roll-up of franchises, typically debt-funded, which reduces visibility into sustainable margin levels as well as Moody's expectation for higher growth capital expenditures that will weigh on 2021 free cash flow generation. PODS maintains a leading market position highlighted by its brand recognition for portable storage yet assisted moving and storage represent larger impacts on overall performance. With the niche focus, the company has over 200,000 containers in circulation within an integrated logistics infrastructure that facilitates flexibility for moving within or between locations, storage at a customer's site or storage at a PODS location. Moody's adjusted debt-to-EBITDA is expected to rise to over 6x with this transaction, falling to the mid-5x range by year-end 2021. Free cash flow will be negative in 2021 due to large compensation payouts as well as elevated capital expenditures for new containers - beyond 2021, free cash flow-to-debt is expected to settle in the mid-single digit range. Margins should modestly improve into 2022 even with muted year-over-year pricing growth. The rating outlook is stable, reflecting expectations for continued momentum in operating results that translates into restoration of the reduced financial flexibility. Improving earnings and modest debt repayment beginning in 2022 from a rebound in free cash flow should result in steady de-levering, notwithstanding potential debt-financed franchise roll-ups. The liquidity position is adequate supported by a run-rate cash position in the $40 million range, the upsized revolving credit facility (from $50 million) that is more appropriately sized for the growing revenue base and normalized free cash flow, beginning in 2022, that should approach $100 million annually. The revolving credit facility is subject to a springing first lien net leverage covenant tested when borrowings exceed a specified threshold - the term loan does not have financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with stronger than expected free cash flow that results in accelerated debt repayment and sustainably lower financial leverage. Debt-to-EBITDA maintained in the low-to-mid 4x range and free cash flow-to-debt consistently in the mid-to-high single digits would be important components for an upgrade. A stronger liquidity profile along with expectations for a more conservative financial policy would also be prerequisites for higher ratings. The ratings could be downgraded in the event of a debt-financed dividend or sizable franchise purchases prior to significantly improving the weaker leverage profile. Debt-to-EBITDA expected to remain above 6x or if margins fall meaningfully could also be a precursor for negative rating action. The inability for free cash flow to sharply rebound in 2022 thereby contributing to tightening liquidity and reliance on the revolving credit facility could also place downward pressure on ratings. Moody's took the following rating actions on PODS LLC: Corporate Family Rating, affirmed at B2 Probability of Default Rating, upgraded to B2-PD from B3-PD New Senior Secured First Lien Term Loan, assigned at B2 (LGD3) New Senior Secured First Lien Revolving Credit Facility, assigned at B2 (LGD3) Rating outlook, Stable PODS LLC (Portable On Demand Storage) is a leader in consumer-focused containerized moving and storage. The company offers a full range of services including moving within or between cities, storage at a customer's site and storage at one of PODS' warehouses. Revenues for the year ended December 31, 2020 were approximately $800 million. PODS has been owned by Ontario Teachers' Pension Plan since 2015. The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. RAHMANIA PROPERTIES: Opposes M. Rahman Credit Bid, Trustee Motion ----------------------------------------------------------------- Robinson Brog Leinwand Greene Genovese & Gluck P.C., on behalf of Rahmania Properties, LLC, filed a statement in (i) further support of the Debtor's Objection to United States Trustee's Motion for the Appointment of a Chapter 11 Trustee and (ii) opposition to the Creditors' Application Seeking Approval of the Disclosure Statement and Setting a Hearing Date on Confirmation of the Creditors' Plan of Reorganization. On July 27, 2020, the Court entered an order approving the Stipulation of Settlement between Mohammed M. Rahman ("M. Rahman") and the Debtor, among others (the "Stipulation of Settlement") resolving the related adversary proceeding no. 16-1056. Soon after approval of the Stipulation of Settlement, on August 10, 2020, the Debtor filed its Amended of Plan of Reorganization of Rahmania Properties, LLC (the "Debtor Plan") and Disclosure Statement to the Debtor Plan (the "Debtor Disclosure Statement"). The Debtor also filed a motion to approve the Debtor Disclosure Statement, which remains pending before the Court. M. Rahman and 74th Street Funding Inc. ("74th Street," and together with M. Rahman, the "Creditors") have since filed their own Joint Chapter 11 Plan for Rahmania Properties, LLC (the "Joint Plan") which proposes a dual path to confirmation. The Joint Plan provides for the refinancing of the Debtor's obligation by April 30, 2021, and in the event, the Debtor is unable to refinance by April 30, 2021, then the Debtor's real property (the "Property") will be liquidated by 74th Street as Plan Administrator. The Plan Administrator shall then control and manage the Property and sell the Property pursuant to the Auction Sale Procedures attached to the Joint Plan. Contemporaneously with the filing of the Joint Plan, the Creditors have also filed their Disclosure Statement to the Joint Plan (the "Joint Disclosure Statement"). The Debtor reiterates that it does not believe that the appointment of a Chapter 11 trustee is necessary or appropriate in this case. The Debtor is represented by counsel and continues to fulfill its obligations under the Bankruptcy Code. The Debtor continues to believe it should be allowed additional time to refinance its obligations because the increased availability of COVID-19 vaccinations will create a more conducive environment for the Debtor's refinancing efforts. Regardless, the plan process, whether it be pursuant to the Debtor Plan or the Joint Plan can and should proceed without the interference of a Chapter 11 trustee. The draconian appointment of a Chapter 11 trustee would only drain this estate of any equity and unduly delay a plan confirmation process. Moreover, since a Chapter 11 trustee would most likely sell the Property and both plans already contemplate a sale, the Debtors believe that there is not a need for a Chapter 11 trustee. The Debtor further objects to the Approval Motion because (a) the Joint Plan may be facially unconfirmable and (b) the Disclosure Statement lacks adequate information. The Joint Plan as proposed contemplates a sale procedure where M. Rahman shall act as a stalking horse bidder, however, with the "right" to credit bid his $800,000 payment (the "Settlement Payment") due under the Stipulation of Settlement. While M. Rahman is entitled to his full settlement amount, the Stipulation of Settlement did not elevate what is an unsecured claim to a secured claim that is entitled to credit bid under section 363(k) of the Bankruptcy Code. M. Rahman sets forth no basis as to why his payment could be elevated and treated as secured. Elevating the Settlement Payment to a secured claim guarantees that M. Rahman gets paid his unsecured claim in full, potentially ahead of and to the detriment of other creditors. Depending on the ultimate disposition of the Property, should the Settlement Payment be considered a secured claim, it will get paid ahead of administrative claims (which are underreported in the Joint Disclosure Statement and does not include any potential capital gains realized upon a sale of the Property), unsecured claims, and a potentially judgment claim held by US Shelltech, which is disputed. Accordingly, paying the Settlement Payment in full as a credit under the Joint Plan violates the absolute priority rule. Because the proposed Joint Plan is unconfirmable, the Joint Disclosure Statement should therefore also not be approved, as the non-confirmability of a proposed plan makes it futile, a waste of time and estate resources, were the Court to approve the Joint Disclosure Statement. "The Joint Plan is not confirmable. It is black letter law, and common sense, that this approval of the adequacy of the Disclosure Statement is inappropriate where it describes a plan of reorganization so fatally flawed that confirmation is impossible," the Debtor tells the Court. M. Rahman's is represented by his legal counsel: Mitchell Greene ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, New York 10022 Tel: 212-603-6300 About Rahmania Properties Rahmania Properties LLC owns and operates a mixed-use property in Queens, N.Y. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-43971) on Aug. 28, 2015. In the petition signed by Mohammed A. Rahman, president, the Debtor disclosed $6.8 million in assets and $3.3 million in liabilities. REVLON INC: Widens Net Loss to $619 Million in 2020 --------------------------------------------------- Revlon, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $619 million on $1.90 billion of net sales for the year ended Dec. 31, 2020, compared to a net loss of $157.7 million on $2.41 billion of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $2.52 billion in total assets, $844.2 million in total current liabilities, $3.10 billion in long-term debt, $212.4 million in long-term pension and other post-retirement plan liabilities, $228.1 million in other long-term liabilities, and a total stockholders' deficiency of $1.86 billion. COVID-19 Impact on the Company's Business Revlon said, "While the Company continues to execute its business strategy, the ongoing and prolonged COVID-19 pandemic has adversely impacted net sales in all major commercial regions around the globe that are important to the Company's business. COVID-19's adverse impact on the global economy has contributed to significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company's reporting segments and regions. As the Company currently expects that the COVID-19 pandemic, including the impact of the pandemic's "subsequent waves," will continue to impact its business going forward, the Company will continue to closely monitor the associated impacts and take appropriate actions in an effort to mitigate the COVID-19 pandemic's negative effects on the Company's operations and financial results. "The ongoing and prolonged COVID-19 pandemic contributed an estimated $505 million ($507 million XFX) to the Company's $515.3 million decline in net sales for the year ended December 31, 2020, compared to the prior year period. For the year ended December 31, 2020, the Company experienced increased net sales of Revlon-branded beauty tools, Revlon hair color products and of certain Elizabeth Arden skincare and, to a lower extent, fragrance products in certain markets, primarily in Asia, as well as growth in the Company's e-commerce net sales." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/890547/000089054721000003/rcpc-20201231.htm About Revlon Revlon, Inc., together with its subsidiaries, conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation, and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated, a corporation beneficially owned by Ronald O. Perelman. The Company operates in four brand-centric reporting segments that are aligned with its organizational structure based on four global brand teams: Revlon; Elizabeth Arden; Portfolio; and Fragrances. The Company manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. * * * As reported by the TCR on May 12, 2020, Moody's Investors Service affirmed Revlon's Corporate Family Rating at Caa3. The affirmation of the Caa3 CFR with a negative outlook reflects that the transaction will meaningfully increase the company's cash interest cost at a time when Revlon will continue to generate negative free cash flow. RIC METUCHEN: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: RIC Metuchen, LLC 16 Pearl Street Suite 101 Metuchen, NJ 08840 Business Description: RIC Metuchen, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the fee simple owner of a property located at 16 Pearl Street, Metuchen, NJ 08840 having a comparable sale value of $1.46 million. Chapter 11 Petition Date: March 15, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-12075 Debtor's Counsel: Carrie J. Boyle, Esq. BOYLE & VALENTI LAW P.C. 10 Grove Street Haddonfield, NJ 08033 Tel: 856-499-3335 Fax: 856-216-7456 E-mail: cboyle@b-vlaw.com Total Assets: $1,464,035 Total Liabilities: $970,399 The petition was signed by Peter Klein, sole member of 100% owner Realty Investment Capital NJX, LLC. The Debtor listed Garden State Tax Liens, LLC as its sole unsecured creditor holding a claim of $587,891. 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/N7NXBUI/RIC_Metuchen_LLC__njbke-21-12075__0001.0.pdf?mcid=tGE4TAMA RR DONNELLEY: Moody's Affirms B2 CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service changed R.R. Donnelley & Sons Company's (RRD) outlook to stable from negative and affirmed the company's B2 corporate family rating, B2-PD probability of default rating, B1 rating on the company's senior secured term loan B, and B3 ratings on its senior unsecured notes and debentures. The speculative grade liquidity rating was maintained at SGL-3. "The outlook was changed to stable because the company is expected to maintain at least adequate liquidity and leverage around 5x through the next 12 to 18 months despite ongoing pressures in its business", said Peter Adu, Moody's Vice President and Senior Analyst. Affirmations: Issuer: R.R. Donnelley & Sons Company Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Senior Unsecured Notes and Debentures, Affirmed B3 (LGD5) Rating Unchanged: Speculative Grade Liquidity, SGL-3 Outlook Actions: Issuer: R.R. Donnelley & Sons Company Outlook, Changed To Stable From Negative RATINGS RATIONALE RRD's B2 CFR is constrained by: (1) high business risk from continuing decline in revenue and profitability due to digital substitution; (2) execution risks as it transforms itself from a commercial printer focused on manuals, publications, brochures, business cards to innovative businesses such as packaging, labels, direct marketing and digital print in order to mitigate secular pressures in commercial printing; and (3) leverage (adjusted Debt/EBITDA) that is expected to be sustained around 5x in the next 12 to 18 months (4.9x for 2020), a level that is still high given ongoing secular pressures. The rating benefits from: (1) good market position, large scale and client diversity; (2) management's focus on debt repayment from free cash flow and asset sale proceeds; (3) continued cost reduction, which partially mitigates the pressure on EBITDA; and (4) adequate liquidity, including its ability to generate positive free cash flow despite ongoing pressures. RRD has moderate environmental risk. The company has exposure to hazardous substances and although there have been no material environmental liabilities in the past few years, it could face material costs related to remediation of contaminated manufacturing facilities should that occur. RRD has high social risk tied to the coronavirus pandemic and data breaches. The company's revenue was negatively impacted in 2020 because of the pandemic, and Moody's expects continued headwinds in 2021. Due to digital substitution, RRD is transforming its business model into higher margin innovative digital products and services, which exposes the company to increasing data security and customer privacy risk. The shift to digital will require a continuing focus on cost reduction for RRD. RRD has moderate governance risk. Although the company does not have a publicly stated leverage target, its financial policy has been prudent, characterized by management's attention to debt repayment rather than shareholder-friendly actions. RRD does not make share repurchases and suspended its dividend payments because of the pandemic in order to conserve liquidity. RRD has adequate liquidity (SGL-3). Sources approximate $340 million while uses in the form of mandatory debt repayment in the next 4 quarters total about $62 million. Liquidity is supported by $289 million of cash at year end 2020 and Moody's expected free cash flow of about $50 million over the next 12 months. Mandatory debt repayments in the next 12 months consist of $56 million of senior unsecured notes and about $6 million of term loan amortization. At year 2020, RRD had $576 million of availability under its $800 million ABL facility that matures in September 2022 - no drawings, $56 million of letters of credit and subject to a borrowing base. Since the facility becomes current (September 2021) in Moody's four quarter liquidity horizon, the amount available has not been considered as a source of liquidity. RRD's facility is subject to a fixed interest charge coverage covenant and cushion is expected to exceed 25% through the next four quarters. The company has limited ability to generate liquidity from asset sales. The stable outlook reflects Moody's expectation that RRD will maintain at least adequate liquidity (including generating positive free cash flow) and sustain leverage around 5x as the company manages its cost structure in line with revenue decline through the next 12 to 18 months. Moody's expect that the majority of proceeds from any asset sale would be used to repay debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the company generates sustainable positive organic growth in revenue and EBITDA (flat to low single digit declines expected post coronavirus pandemic) and sustains leverage below 4x (4.9x for 2020). The rating could be downgraded if the company is not able to successfully execute its transformation into innovative businesses to minimize pressure from commercial printing. Quantitatively this would reflect Moody's expectations of ongoing revenue and EBITDA declines (flat to low single digit declines expected post coronavirus pandemic) or if leverage is sustained above 5x (4.9x for 2020). Weak liquidity could also cause a downgrade, including an inability to refinance its $800 million ABL facility before it becomes current in September 2021. The principal methodology used in these ratings was Media Industry published in June 2017. Headquartered in Chicago, Illinois, RRD is the leader in the North American commercial printing industry. Revenue for the year ended December 31, 2020 was $4.8 billion. RUBY'S DINER: Founders Hit With Lawsuit on 2018 Bankruptcy Filing ----------------------------------------------------------------- Peter Romeo of Restaurant Business Online reports that the trustee overseeing Ruby's Diner's Chapter 7 bankruptcy proceedings has filed a lawsuit that accuses the chain's co-founders and longtime leaders, Doug Cavanaugh and Ralph Kosmides, of pushing the chain into insolvency in their pursuit of a personal business opportunity. The suit seeks $35 million in damages over a situation that extends back years. The action pivots on how Cavanaugh and Kosmides represented themselves and their business affiliations when the pair were pursuing a contract to replace a foodservice operation in a California-owned recreational facility. The pair agreed to scrap the antiquated operation within Crystal Cove State Park for two restaurants they would personally own and operate, including a unit of Shake Shack. Bankruptcy court trustee Richard Marshack alleges that the opportunity should have been pursued as an initiative of Ruby's Diner. His suit accuses Cavanaugh and Kosmides of leveraging Ruby's reputation and assets to land the state contract. He also charges that Ruby's personnel were used to get the operations up and operating. In addition to damages, the suit seeks a transfer of the Crystal Cove restaurants to a trust that Ruby's would control. Marshack also accuses the longtime partners of granting themselves loans from Ruby's totaling more than $1.5 million. His suit asserts that the loans sat on Ruby's books for years, and were ultimately reclassified by the borrowers as a disbursement rather than an IOU. Cavanaugh and Kosmides could not be reached for comment. As a result of their actions, the suit contends, Ruby's was forced in 2018 to file for bankruptcy protection. The company, which had grown by that point to 32 locations, had about $14 million in debt, according to Marshak's attorneys. A franchisee, Stephen Craig, stepped forward at that time to provide a cash infusion. Cavanaugh remained CEO of the company he'd founded with Kosmides in 1982. By that point, the pair's stake in their brainchild had been purchased to settle years of squabbling over the Crystal Cove project. Marshak, as trustee of the bankruptcy proceedings, is represented in the matter by the Los Angeles law firm Miller Barondess. About Ruby's Diner Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, RDI was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. Ruby's Franchise Systems, Inc., the creator of Ruby's Diner, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-13324) on Sept. 6, 2018, estimating less than $50,000 in assets and $1 million to $10 million in liabilities. The RDI Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. The RDI Debtors retained Donlin Recano & Company, Inc., as their claims, noticing and balloting agent. RFS tapped Theodora Oringher PC as general insolvency counsel and Armory Consulting Co. as its financial advisor. On Sept. 19, 2018, the U.S. Trustee appointed a committee of unsecured creditors in the RDI Chapter 11 case. The committee is represented by Winthrop Golubow Hollander, LLP as its insolvency counsel and Force 10 Partners as its financial advisor. No official committee was appointed in the RFS Chapter 11 case. On April 15, 2020, the judge entered an order granting Ruby's Diner, et al.'s motion to convert their Chapter 11 cases to cases under Chapter 7 liquidation. RUSSO REAL ESTATE: Gets Cash Collateral Access on Interim Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has authorized Russo Real Estate, LLC and DeRiso Development, L.L.C. to use the cash collateral of Frost Bank, N.A. on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to maintain their assets, to provide financial information to attempt to reorganize its affairs, or to perform any of the tasks which the Debtors believe are necessary to maximize the value of their assets. Frost Bank is the Debtors' primary pre-petition lender. The Debtors have multiple obligations to Frost that are cross-collateralized and secured by the Debtors' real properties including assignments of rents, rent proceeds and other proceeds. Frost contends it has an interest in the Debtors' rents and rent proceeds and at least two checking accounts owned by the Debtors, which consist almost exclusively of rents and rent proceeds of approximately $150,000, as a result of an assignment of and security interest in the Debtors' rents and rent proceeds pursuant to the terms of certain promissory notes, corresponding deeds of trust, together with all other documents, agreements and instruments evidencing, securing, governing, guaranteeing or executed in connection with the loans. The Frost Loan Documents have a combined face value of approximately $6,890,425 and combined monthly payments of nearly $47,000. The Debtors are in arrears in an amount equal to slightly more than $206,000. As adequate protection for the Debtors use of cash collateral, Frost is granted valid and automatically perfected continuing, additional replacement liens on the rents and rent proceeds of Debtors which will constitute Frost's Collateral. The Replacement Liens will be in addition to the liens that Frost had in the assets of the Debtors as of the petition date evidenced by the Frost Loan Documents. As further adequate protection for Frost's interest in the Frost Cash Collateral, the Debtors will, at or before February 28, 2021, pay the sum of $30,000 to Frost by Frost applying $30,000 of the Trapped Funds to the Debtors' obligations to Frost evidenced by the Frost Loan Documents. The remaining Trapped Funds will be released to the Debtors by Frost. As further adequate protection, the Debtors will, on or before March 31, pay the additional sum of $30,000 to Frost and, on or before April 30, pay the additional sum of $30,000 to Frost to be applied to the Debtors' obligations to Frost evidenced by the Frost Loan Documents and maintain insurance on the Frost Collateral. A final hearing on the matter is scheduled for March 24 at 1:30 p.m. A copy of the Order is available at https://bit.ly/3eMuXpg from PacerMonitor.com. About Russo Real Estate, LLC Russo Real Estate, LLC filed its Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40220) on February 1, 2021. The petition was signed by Robert C. Barton, manager. At the time of filing, the Debtor disclosed between $1 million to $10 million in both assets and liabilities. Judge Judge Morris oversees the case. The Debtor is represented by Lee Stringham, Esq. at Hixson & Stringham, PLLC. RUTABAGA CAFE: Court Approves Disclosure Statement -------------------------------------------------- Judge Karen K. Specie has entered an order that the Disclosure Statement of Rutabaga Cafe/Soiree Catering, LLC, is APPROVED, on a final basis, and the Plan is CONFIRMED. In the event collateral is surrendered, foreclosed, or repossessed during the Plan term, creditors may file a deficiency claim within sixty (60) days of the liquidation of such collateral and shall be entitled to the same dividend as other general unsecured creditors pursuant to the Plan. If any such claim is not filed either within sixty (60) days of the liquidation of the collateral or within 60 days prior to the last payment due to creditors under the Plan, then the Debtor shall not be required to pay any dividend on the deficiency claim. With respect to each class, other than Classes 3, 4, and 5, such class has accepted the Plan or such class is not impaired under the Plan. With respect to Classes 3, 4, and 5 the Court finds that the plan treatment as to these classes is fair and equitable and does not discriminate unfairly. With respect to a claim of the kind specified in Section 507(a)(7), the holder of such claim shall receive on account of such claim deferred cash payments over a period not exceeding five years after the date of the Order for Relief entered in these proceedings of a value, as of the effective date of the Plan, equal to the allowed amount of such claim. About Rutabaga Cafe/Soiree Catering Rutabaga Cafe/Soiree Catering, LLC, a Chattahoochee, Fla.-based restaurant company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-40247) on June 10, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,000 and $500,000. Judge Karen K. Specie oversees the case. The Debtor has tapped Charles M. Wynn Law Offices, PA as its legal counsel. RVR DEALERSHIP: Moody's Completes Review, Retains B2 CFR -------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of RVR Dealership Holdings, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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 RV Dealership Holdings, LLC.'s ("RV Retailer") B2 corporate family rating considers its solid credit metrics, the risks inherent in its acquisition-based growth strategy, a presently-favorable operating environment spurred by a shift in consumer spending, reasonable scale in a highly-fragment segment, ownership by a family investment fund, and good liquidity. Ratings are constrained by the company's limited scale, geographic concentration, and the cyclicality of the RV industry. Moody's expects RV Retailer to maintain solid credit metrics over the next 12-18 months as it closes and integrates the significant M&A pipeline. Ratings also reflect the company's flexibility surrounding its revenue and profit streams as well as significant variable portion of its cost structure which provides flexibility when more normalized consumer demand returns. The principal methodology used for this review was Retail Industry published in May 2018. SANTA CLARITA: Seeks to Disallow Blue Ox's Purported $200M Claim ---------------------------------------------------------------- Santa Clarita, LLC, submitted the First Amended Disclosure Statement describing Plan of Reorganization on March 9, 2021. On or about the Plan Effective Date, the Debtor will sell the Property to Prologis, Inc. pursuant to the Property Purchase-Sale Agreement and 11 U.S.C. Secs. 363(b), (f), (m) and 1123(a)(5) substantially on the terms set forth in the Prologis LOI. Pursuant to such Property Purchase-Sale Agreement, the Debtor shall sell the Property to Prologis for $286 million, payable in Cash, at closing. The Debtor will utilize the Property Sale Proceeds to make all payments due under the Plan. With respect to the Property, as of March 8, 2021, Prologis paid approximately $50,000 to Kimley-Horn in connection with the submission of site plans for a large lot subdivision to the City. Prologis has also incurred, and will continue to incur, substantial overhead costs. Prologis created an Acquisition Schedule to ensure that the acquisition of the Property is timely. The Acquisition Schedule provides, among other things, that the Property Purchase-Sale Agreement will be finalized by July 9, 2021. On March 2, 2021, the Debtor initiated an adversary proceeding against Blue Ox to disallow Blue Ox's purported $222,808,034 claim as it relates to the KF Promissory Note, the PBL Promissory Note, and the Knight Lien. In the adversary proceeding, the Debtor seeks to disallow Blue Ox's purported claim based on, among other things, applicable statutes of limitation, avoidance under section 544(a) of the Bankruptcy Code, laches, and declaratory relief declaring that the amount due under the PBL Promissory Note is significantly less than the $202,346,833 asserted by Blue Ox. The Debtor has real concerns regarding the bad acts that Blue Ox has taken as a lender to impair the ability of the Debtor to conduct its business and maximize the value of the Property to pay legitimate creditors. In addition to those concerns, the Debtor is also concerned with Blue Ox's accounting of its claim in this Bankruptcy Case and in the Los Angeles Action. Blue Ox has described its claim relating to the PBL Promissory Note inconsistently. On March 5, 2021, the Debtor filed a Motion for Partial Summary Judgment on Counts I, IV, and VI. The deadline for Blue Ox to respond to the Motion for Summary Judgment is on or about April 7, 2021. The Motion for Summary Judgment should be fully briefed by April 21, 2021. The Bankruptcy Court set a hearing on the Motion for Summary Judgment on May 12, 2021 at 1:30 p.m. Like in the prior iteration of the Plan, Class 10 General Unsecured Claims will recover 100% of their claims. Each holder of a General Unsecured Claim will receive either (1) payment in full in cash or (2) such other treatment agreed to by the claimant and the Debtor. A full-text copy of the First Amended Disclosure Statement dated March 9, 2021, is available at https://bit.ly/3s1c59O from PacerMonitor.com at no charge. Attorneys for the Debtor: Christopher H. Bayley James G. Florentine Molly J. Kjartanson SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren St., Ste. 1900 Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 About Santa Clarita Santa Clarita, LLC, was formed in 1998 by Remediation Financial, Inc. ("RFI") for the sole purpose of acquiring a real property consisting of approximately 972 acres of undeveloped land generally located at 22116 Soledad Canyon Road, Santa Clarita, California (the "Property"). The Debtor purchased the Property from Whittaker Corporation. Whittaker used the Property to manufacture munitions and related items for the U.S. Department of Defense (the "DOD"). The soil and groundwater on the Property suffered environmental contamination thus the property required remediation before the Property could be developed. On or about January 2019, the controlling interest in RFI was acquired by Glask Development, LLC. Glask Development, LLC has two members, K&D Real Estate Consulting, LLC and Gracie Gold Development, LLC. The Debtor's sole member and manager is RFI. Santa Clarita filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on Nov. 12, 2020. The petition was signed by David W. Lunn, chief executive officer of Remediation Financial, Inc., manager of the Debtor. At the time of filing, the Debtor estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Madeleine C. Wanslee oversees the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is Debtor's legal counsel. SC SJ HOLDINGS: March 19 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy case of SC SJ Holdings LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3rULtYj and return it to Richard.Schepacarter@usdoj.gov at the Office of the United States Trustee so that it is received no later than Friday, March 19, 2021 by 5:00 p.m. (ET). If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About FMT SJ and SC SJ San Ramon-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market Street, San Jose, California, in the heart of Silicon Valley. The Hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, FMT SJ LLC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings LLC filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 21-10549). The Debtors' bankruptcy cases are pending joint administration before the Honorable John T. Dorsey. The Debtors tapped Pillsbury Winthrop Shaw Pittman LLP as bankruptcy counsel, Cole Schole P.C. as local counsel; and Verity LLC as financial advisor. STRETTO is the claims agent. SCOTTS MIRACLE-GRO: Moody's Affirms Ba2 CFR on Strong Growth ------------------------------------------------------------ Moody's Investors Service affirmed The Scotts Miracle-Gro Company's Ba2 Corporate Family Rating and Ba2-PD Probability of Default rating. Moody's also upgraded the ratings on Scotts' senior unsecured debt to Ba3 from B1. Moody's additionally assigned a Ba3 rating to Scotts' proposed $500 million senior unsecured notes due 2031 announced. The outlook remains stable and the Speculative Grade Liquidity Rating remains SGL-2. The upgrade of Scotts' senior unsecured credit rating to Ba3 from B1 reflects a lower mix of secured debt in the capital structure as a result of the company paying down outstanding borrowings on its senior secured revolving credit facility with the proceeds of the proposed notes. The lower level of secured debt and higher mix of unsecured debt in the capital structure strengthens recovery prospects for unsecured debt in the event of a default. Moody's affirmed the Ba2 CFR because Scotts is experiencing strong growth particularly in its hydroponics products, and Moody's projects the company will generate good free cash flow and maintain leverage within expectations for the rating given the operating profile. In the most recent two quarters, Scotts completed a $280 million special dividend and a $100 million investment in a 50-50 joint venture in the Bonnie Plants business that were funded in part with cash and revolver borrowings. Moody's views the sizable dividend as aggressive and indirectly leading to an increase in debt through the proposed notes issuance. The following ratings/assessments are affected by the actions: New Assignment: Issuer: The Scotts Miracle-Gro Company Senior Unsecured Notes due 2031, Ba3 (LGD5) Rating Upgrades: Issuer: The Scotts Miracle-Gro Company Senior Unsecured Notes due 2026, Upgraded to Ba3 (LGD5) from B1 (LGD5) Senior Unsecured Notes due 2029, Upgraded to Ba3 (LGD5) from B1 (LGD5) Rating Affirmations: Issuer: The Scotts Miracle-Gro Company Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Outlook Actions: Issuer: The Scotts Miracle-Gro Company Outlook, Remains Stable RATINGS RATIONALE Scotts' Ba2 Corporate Family Rating reflects its leading market position within the fragmented lawn and garden industry. The company's growth strategy in hydroponics supports the company's credit profile, although it comes with risks as a portion of such sales are to the cannabis industry that is in its early stages that is likely to lead to volatility in the customer base and orders. The company's commitment to brand support and product development also benefit its credit profile. The credit profile is constrained by moderately high financial leverage with debt/EBITDA at 2.8x, the seasonality of earnings and cash flows, weather dependency, and a highly concentrated customer base. The credit profile is also constrained by social risk arising from negative headlines surrounding the weed killer Roundup that Scotts exclusively markets on behalf of Monsanto, owned by Bayer AG, which may impact Scott's sales of these products. Moody's views Scotts' environmental risk as high as the company's products are subject to local, state, federal and foreign laws and regulations relating to environmental matters. Compliance with environmental and other public health regulations or changes in such regulations or regulatory enforcement priorities could increase the company's costs of doing business or limit the ability to market its products. Product safety and safeguarding employees and customers is a social risk. Moody's views Scotts' governance risk as balanced. As a public company, Scotts is subject to certain standards in terms of transparency, disclosures, management accountability, and compliance. The company is also committed to maintain disciplined financial policy with moderate leverage, but cash distributions to shareholders are high including sizable special dividends and periodic debt-funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable rating outlook reflects Moody's view that Scotts will continue to modestly grow earnings, generate positive free cash flow, and limit share repurchases and dividends such that seasonally adjusted debt/EBITDA is sustained below 3.5x over the next 12-18 months. The rating could be upgraded if Scotts' operating performance improves and credit metrics are sustained at strong levels. The key credit metric driving an upgrade is seasonally adjusted debt/EBITDA sustained below 2.5x. The rating could be downgraded if financial metrics weaken due to deteriorating operating performance or the company incurs a material amount of debt to fund an acquisition or shareholder distribution. The key credit metric driving a downgrade is seasonally adjusted debt/EBITDA sustained above 3.5x. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. The Scotts Miracle-Gro Company is a manufacturer and marketer of consumer lawn care and garden products as well as hydroponic growing products. The publicly-traded company generates annual revenue of approximately $4.5 billion. SHD LLC: Unsecured Creditors Will be Paid in Full in Plan --------------------------------------------------------- SHD, LLC, filed a Chapter 11 Plan and a Disclosure Statement. The Plan provides for the sale of substantially all of the Debtor’s principal assets, the prosecution of one or more claims against third parties who are indebted to the Debtor, resolution of the allowance of claims and equity interests, and the distribution to creditors in accordance with the priorities of the Bankruptcy Code. The Debtor is a Virginia limited liability company organized for the purpose of constructing a commercial building to lease to a Harley Davidson dealer in Augusta County, Virginia. The Debtor will engage Walker Commercial Services, Inc. (the "Broker") to market and sell the Real Property and the Personal Property, free and clear of all liens, claims, encumbrances or interests (subject only to the liens and security interests of the holders of Allowed Claims in Class 1) to the highest bidder pursuant to the marketing and sales procedures recommended by the Broker and agreed to among the Debtor, its owner and the Senior Secured Lender (the "Real Property Sale Process"). The net proceeds of the sale of the Real Property and the Personal Property, after first paying the out of pocket expenses of sale, including without limitation, the fees and expenses of the Broker, outstanding real estate taxes and other closing costs customarily charged to the seller in a real estate transaction, and the unpaid Allowed Administrative Expense Claims, but only to the extent not otherwise satisfied by the sources of payment identified in Sections 2.2 and 2.4 of the Plan, and only to the extent provided in Section 2.2 of the Plan (the "Net Proceeds") will be distributed to the Senior Secured Lender until the Senior Secured Lender's Allowed Class 1 Claim is paid in full. The proceeds of the sale of the Personal Property will be retained by the Debtor's estate. The Debtor will also pursue the collection of the Debtor's claim against the Tenant for breach of contract (the "Breach of Contract Claim") following the confirmation of the Plan. The Debtor will engage counsel to pursue the Breach of Contract Claim using the Debtor's business judgment to retain counsel upon terms that provide the best opportunity to maximize the net value of the Breach of Contract Claim for all creditors and interest holders of the Debtor. The Debtor will distribute the net proceeds of the Breach of Contract Claim, after paying the legal fees and expenses incurred in the prosecution of the Breach of Contract Claim, first, to any remaining outstanding balance of the Senior Secured Lender's Allowed Class 1 Claim until it is paid in full; second, to the holders of any Allowed Class 2 Claims until they are paid in full; third, to the holders of any Allowed Class 4 Claims until they are paid in full; fourth, to the holders of any Allowed Class 5 Claims until they are paid in full; and fifth, any remainder shall be paid to the holder of the Allowed Class 6 Claim. There is only one known general unsecured Claim, and because it is less than $3,000, it is classified as a Class 3 Administrative Convenience Claim, and it is not disputed. There are no other known general unsecured claims; however, to the extent that any general unsecured claims are filed that are disputed, and the Plan requires that the Debtor reserve in full for these Claims until the disputes can be resolved and the Allowed Claim amounts determined. Counsel for the Debtor: Michael E. Hastings Justin E. Simmons WOODS ROGERS PLC 10 S. Jefferson Street, Suite 1800 Roanoke, Virginia 24011 Tel: 540.798.8133 Fax: 540.322.3417 E-mail: mhastings@woodsrogers.com jsimmons@woodsrogers.com A copy of the Disclosure Statement is available at https://bit.ly/3eBbQ1l from PacerMonitor.com. About SHD LLC SHD, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 20-50831) on Nov. 30, 2020. Robert E. Ladd, manager, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Woods Rogers PLC and Elmore Hupp & Company, P.L.C., serve as the Debtor's legal counsel and financial advisor, respectively. SIEGE TECHNOLOGIES: Nehemiah to Hold Auction on April 16 -------------------------------------------------------- Nehemiah Security Inc. will sell the personal property of Siege Technologies LLC and Braes Sneakers LP in a public auction on April 16, 2021, at 10:00 a.m., via videoconference. The personal property to be sold includes all of the collateral and the pledged collateral, including but not limited to: a) all of Siege Technologies' right, title and interest in, to and under each and all of these: (i) all Chattel Paper; (ii) all general intangibles; (iii) all equipment; (iv) all inventory; (v) all documents; (vi) all computer records and software; (vii) all investment property; and (viii) all intellectual property collateral; and b) 88,500 common units of Siege Technologies and Braes Sneakers. Nehemiah Security is the holder of perfected security interests in certain collateral by the Debtors pursuant to (i) that certain third amended and restated secured promissory note dated Nov. 7, 2019, between the secured party and Siege Technologies, (ii) that certain third amended and restated security agreement dated Nov. 7, 2019, between the secured party and Siege Technologies; and (iii) that certain limited recourse secured guaranty and pledge agreement, and together with the note and the security agreement dated Oct. 24, 2019, by Braes Sneakers in favor of the secured party. SONIC AUTOMOTIVE: Moody's Completes Review, Retains Ba3 CFR ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Sonic Automotive, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 4, 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. Sonic Automotive, Inc.'s Ba3 corporate family rating recognizes its continued steady operating performance, which has resulted in a solid quantitative credit profile, its good liquidity which benefits from its long-dated maturity profile, and its business model, with representative parts and service and finance and insurance segments, which reduce reliance on new car sales. Ratings also reflect the company's strong market position in the still very fragmented auto retailing segment, and Sonic's historically-favorable brand mix. Finally, the ratings recognize the costs involved in the implementation of the One Sonic-One Experience initiatives, as well as the roll-out of EchoPark stand-alone used car dealerships, both of which we believe to be sensible allocations of resources. The principal methodology used for this review was Retail Industry published in May 2018. SOUTHERN FOODS: Fine-Tunes Liquidating Plan ------------------------------------------- Southern Foods Group, LLC, et al., filed a First Amended Joint Chapter 11 Plan of Liquidation on March 12, 2021, to further fine-tune the terms of the Plan. The First Amended Plan does not alter the proposed treatment of claims. Like in the prior version of the Plan, the First Amended Plan provides that unsecured claims in Class 6 will each receive its pro rata share of the Liquidating Trust Assets (along with Holders of Allowed Senior Notes Claims, and Holders of Allowed Control Group Liability Pension Claims) after the satisfaction in full of all Allowed Claims that are senior in priority pursuant to the Bankruptcy Code. On the Effective Date, in furtherance of the liquidation of the Liquidating Debtors, a liquidating trust shall be established for the benefit of the Liquidating Trust Beneficiaries. About Southern Foods Group Southern Foods Group, LLC, which conducts business under the name Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Southern Foods and its affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Judge David Jones presides over the cases. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. The Debtors have tapped David Polk & Wardell LLP as general bankruptcy counsel, Norton Rose Fulbright US LLP as local counsel, Alvarez Marsal as financial advisor, Evercore Group LLC as investment banker, and Epiq Corporate Restructuring LLC as notice and claims agent. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP. * * * In early April 2020, a U.S. bankruptcy court in Texas approved the sale of Dean Foods plants to Dairy Farmers of America for $433 million. SPIRIT AEROSYSTEMS: Moody's Alters Outlook on B2 CFR to Stable -------------------------------------------------------------- Moody's Investors Service affirmed its ratings for Spirit AeroSystems, Inc., including the company's B2 corporate family rating and B2-PD probability of default rating. Concurrently, Moody's affirmed ratings for the company's senior secured first lien notes (Ba2), senior secured first lien term debt (Ba2), and senior unsecured notes (Caa1). Moody's downgraded the senior secured second lien notes to B2 from B1. The company's SGL-3 speculative grade liquidity rating remains unchanged. Moody's also changed the company's ratings outlook to stable from negative. RATINGS RATIONALE The revised outlook reflects Moody's expectations of more stable operating performance supported by a gradual increase in narrow-body aircraft production rates and a steady, albeit historically lower, production rate for wide-body aircraft. The stable outlook also reflects Moody's expectations that Spirit will maintain a more balanced portfolio of customers, platforms and end-markets going forward, although the company's reliance in the 737 MAX will remain pronounced. The B2 corporate family rating continues to broadly reflect Spirit's considerable scale as a strategically important supplier in the aerostructures market. The company maintains a strong competitive standing supported by its life-of-program production agreements and long-term requirements contracts on key Boeing and Airbus platforms. Moody's expects that over the next few years, Spirit's production rates on narrow-body (737 MAX and A320) and wide-body aircraft (777, 787 and A350) will remain significantly below peak 2019 production levels. These lower rates will lead to near-term excess capacity costs and weak credit metrics during 2021, with debt-to-EBITDA well in excess of 10x and negative free cash flow of around $300 million. Moody's expects an accelerating ramp up in MAX production in 2022 to support more robust earnings such that EBITDA margins are comfortably above 10% and free cash generation is modestly negative to neutral. The downgrade of the senior secured second lien notes to B2 from B1 reflects Spirit's recent redemption of its senior unsecured notes due 2021, and the resultant reduction in unsecured debt cushion supporting the second lien notes. The downgrade also reflects the large and growing amount of secured obligations and the likelihood that future incurrence of incremental secured debt will reduce the expected recovery rates of the second lien notes. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Spirit remains vulnerable to shifts in market demand and changing sentiment in these unprecedented operating conditions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a ratings upgrade include the continued ramp in production of the 737 MAX, improving liquidity, and expectations of sustained earnings growth. Factors that could lead to a ratings downgrade include delays in the ramp up of narrow-body aircraft or further cuts in wide-body production rates. Expectations of weakening liquidity or a further weakening of earnings could also result in a downward. The following is a summary of the rating actions: Issuer: Spirit Aerosystems, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed Ba2 (LGD2) Senior Secured 1st Lien Regular Bond/Debenture, Affirmed Ba2 (LGD2) Senior Secured 2nd Lien Regular Bond/Debenture, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook, changed to Stable, from Negative Headquartered in Wichita, Kansas, Spirit AeroSystems, Inc. is a subsidiary of publicly traded (NYSE: SPR) Spirit AeroSystems Holdings, Inc. The company designs and manufacturers aerostructures for commercial aircraft. Components include fuselages, pylons, struts, nacelles, thrust reversers and wing assemblies, principally for Boeing but also for Airbus and others. Revenues for the last twelve months ended December 31, 2020 were approximately $3.4 billion. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. STEREOTAXIS INC: Incurs $6.6 Million Net Loss in 2020 ----------------------------------------------------- Stereotaxis, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $6.65 million on $26.63 million of total revenue for the year ended Dec. 31, 2020, compared to a net loss of $4.59 million on $28.90 million of total revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $55.45 million in total assets, $15.23 million in total liabilities, $5.60 million in series A convertible preferred stock, and $34.62 million in total stockholders' equity. Stereotaxis said, "The Company has sustained operating losses throughout its corporate history and expects that its 2021 operating expenses will exceed its 2021 gross margin. The Company expects to continue to incur operating losses and negative cash flows until revenues reach a level sufficient to support ongoing operations or expense reductions are in place. The Company's liquidity needs will be largely determined by the success of clinical adoption within the installed base of our robotic magnetic navigation system as well as by new placements of capital systems. The Company's plans for improving the liquidity conditions primarily include its ability to control the timing and spending of its operating expenses and raising additional funds through debt or equity financing." "There can be no assurance that any of our plans will be successful or that additional capital will be available to us on reasonable terms, or at all, when needed. If we are unable to improve the operating performance of the Company or if we are unable to obtain sufficient additional capital, it may impair our ability to obtain new customers or hire and retain employees, any of which could force us to substantially revise our business plan or cease operations, which may reduce or negate the value of your investment." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1289340/000149315221005868/form10-k.htm About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc. -- http://www.stereotaxis.com-- designs, manufactures and markets an advanced robotic magnetic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias by enabling enhanced safety, efficiency, and efficacy for catheter-based, or interventional, procedures. The Company's primary products include the Genesis RMN System, the Odyssey Solution, and related devices. The Company also offers to its customers the Stereotaxis Imaging Model S x-ray System. SUNDANCE ENERGY: Unsecureds Will be Paid in Full Under Plan ----------------------------------------------------------- The Sundance Energy Inc., et al., filed a Prepackaged Plan of Reorganization and a Disclosure Statement The Debtors entered into the Restructuring Support Agreement with (a) Toronto Dominion (Texas) LLC, as successor administrative agent under the Debtors' prepetition reserve-based revolving credit facility (in such capacity, together with any successor agent, the "Prepetition RBL Agent"), (b) holders of 100% of the outstanding principal amount of revolving loans under the Debtors' prepetition reserve-based revolving credit facility (such lenders, the "Consenting RBL Lenders"), (c) Morgan Stanley Capital Administrators Inc. (f/k/a Morgan Stanley Energy Capital Inc.), as administrative agent under the Debtors' prepetition term loan (in such capacity, together with any successor agent, the "Prepetition Term Loan Agent"), and (d) holders of 100% of the outstanding principal amount of term loans under the Debtors' prepetition term loan (such holders, the "Consenting Term Lenders") ((a) through (d), collectively, the "Restructuring Support Parties"). Under the terms of the Restructuring Support Agreement, the parties agreed to deleveraging transactions (the "Restructuring"), including a debt for equity exchange, that will eliminate over $250 million of funded debt obligations of the Debtors through the proposed Plan. In order to effectuate the Restructuring, the Debtors expect to file voluntary petitions for relief under chapter 11 of title 11 of the United States Code to initiate prepackaged chapter 11 bankruptcy cases on March 9, 2021. The Restructuring contemplates the following transactions: * Funding of the Cases. The Chapter 11 Cases will be financed by the DIP Facility, which will be a new $45 million junior priority debtor-in-possession credit facility provided by the Prepetition Term Lenders.2 * Exit Facilities. On the Effective Date of the Plan, the Reorganized Debtors will enter into the following Exit Facilities: - Exit RBL Facility. The Reorganized Debtors and each Prepetition RBL Lender that elects to participate in the Exit RBL Facility will enter into the Exit RBL Facility, which will be a new reserve-based lending revolving credit facility having a borrowing base of $107.5 million (inclusive of a $20 million letter of credit subfacility) minus the Initial Third Out Term Loan Amount. - Exit Second Out Term Loan Facility. The Reorganized Debtors and each Prepetition RBL Lender that elects to participate in the Exit RBL Facility will enter into the Exit Second Out Term Loan Facility, which will be a new first lien second out term loan facility having a principal amount of $30 million. - Exit Third Out Term Loan Facility. The Reorganized Debtors and each Non- Participating RBL Lender3 will be deemed to enter into the Exit Third Out Term Loan Facility, which will be a new first lien third out term loan facility having a principal amount equal to the amount of Allowed Prepetition RBL Claims held by Non-Participating RBL Lenders minus the aggregate Cash Paydown4 received by all Non-Participating RBL Lenders (the "Initial Third Out Term Loan Amount"). * All Allowed Administrative Claims, Priority Tax Claims, Other Priority Claims, Secured Tax Claims, and Other Secured Claims will be paid in full (or will receive such other treatment rendering such Claims unimpaired). * DIP Facility Claims. Each holder of an Allowed DIP Facility Claim will receive its pro rata share of the New Common Equity Interests DIP Pool, comprising 38.0338% of the New Common Equity Interests (subject to dilution by the MIP Equity; provided, that in the discretion of the Required Consenting Term Lenders the New Common Equity Interests DIP Pool shall be increased to include equity to be issued in exchange for Case Extension Loans (if any) (as defined in the DIP Credit Agreement), which shall be subject to dilution by the MIP Equity. * Prepetition RBL Claims. - Each holder of a Prepetition RBL Claim that votes to accept the Plan will receive: (i) its pro rata share (determined as a percentage of the Allowed Prepetition RBL Claims held by lenders electing to participate in the Exit RBL Facility) of the loans under the Exit RBL Facility; (ii) its pro rata share (determined as a percentage of the Allowed Prepetition RBL Claims held by lenders electing to participate in the Exit RBL Facility) of the loans under the Exit Second Out Term Loan Facility; and (iii) its pro rata share (determined as a percentage of all Allowed Prepetition RBL Claims) of the Cash Paydown. - Each Non-Participating Lender will receive: (i) loans under the Exit Third Out Term Loan Facility with a principal amount equal to the amount of such holder's Allowed Prepetition RBL Claim minus the amount of Cash Paydown received by such holder; and (ii) its pro rata share (determined as a percentage of all Allowed Prepetition RBL Claims) of the Cash Paydown. * Prepetition Term Loan Claims. Each holder of an Allowed Prepetition Term Loan Claim will receive its pro rata share of 100% of the New Common Equity Interests Term Loan Pool, comprising 61.9662% of the New Common Equity Interests (subject to dilution by the MIP Equity) and equity issued in exchange for Case Extension Loans (if any) (which shall be subject to dilution by the MIP Equity)). * General Unsecured Claims. The legal, equitable, and contractual rights of holders of Allowed General Unsecured Claims will be unaltered by the Plan. On or as soon as practicable after the earliest to occur of the Effective Date of the Plan and the date an Allowed General Unsecured Claim becomes due in the ordinary course of business, each Holder of an Allowed General Unsecured Claim will receive payment in full in Cash on account of its General Unsecured Claim or such other treatment as would render such claim unimpaired. * Old Parent Interests. All existing common stock in Parent and all 510(b) Equity Claims (the "Old Parent Interests") will be cancelled, and each holder of an Old Parent Interest will not receive any distribution or retain any property on account of such Old Parent Interest. * Management Incentive Plan. On the Effective Date of the Plan, the Reorganized Parent will enter into a management incentive plan, which will provide for the grant of 6% of the New Common Equity Interests (which may be in the form or a combination of options, restricted stock units, and/or other full value or appreciation awards exercisable, exchangeable, or convertible into such New Common Equity Interests) on a fully diluted basis to certain members of senior management (the "MIP Equity"). The Restructuring proposed by the Debtors will provide substantial benefits to the Debtors and their stakeholders. The Restructuring will leave the Debtors' business intact and substantially de-levered, which will enhance the Debtors' long-term growth prospects and competitive position and allow the Debtors to emerge from the Chapter 11 Cases as reorganized entities better positioned to perform in the competitive oil and natural gas industry. Proposed Counsel for the Debtors: Timothy A. ("Tad") Davidson II Ashley L. Harper Philip M. Guffy HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 Facsimile: (713) 220-4285 David A. Hammerman Keith A. Simon Annemarie V. Reilly Jeffrey T. Mispagel LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 A copy of the Disclosure Statement is available at https://bit.ly/3cJdhZh from PacerMonitor.com. About Sundance Energy Sundance Energy Inc. -- http://www.sundanceenergy.net/-- is an independent energy exploration and production company located in Denver, Colorado. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. On March 9, 2021, Sundance Energy, Inc. and 3 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 21-30882). The Honorable David R. Jones is the case judge. Sundance is represented in this matter by Latham & Watkins LLP, Hunton Andrews Kurth LLP, Miller Buckfire & Co., LLC, and FTI Consulting Inc. Prime Clerk LLC is the claims agent. Haynes & Boone LLP, and Opportune LLP advise Toronto Dominion (Texas) LLC, which currently serves as successor administrative agent under the Prepetition RBL Facility. K&L Gates LLP, is counsel to ABN AMRO Capital USA, LLC. Luskin, Stern & Eisler LLP, is counsel to Credit Agricole Corporate and Investment Bank. Morgan Stanley Capital Administrators, Inc., is advised by Simpson Thacher & Bartlett LLP, Locke Lord LLP, and Houlihan Lokey Capital, Inc. * * * On March 10, 2021, the Debtors filed a joint prepackaged plan of reorganization and a proposed disclosure statement. A combined hearing to consider, among other matters, the adequacy of the Disclosure Statement and confirmation of the Plan will be held on April 19, 2021 at 9:30 a.m., prevailing Central Time, before the Honorable David R. Jones, United States Bankruptcy Court for the Southern District of Texas, Courtroom 400, 4th Floor, 515 Rusk Street, Houston, Texas 77002 via electronic means (audio and video) only. SYMBOL MASTER: Deadline to File Claims Is March 31, 2021 -------------------------------------------------------- Any and all claims regarding or against Symbol Master Inc., located at 127 Sandpiper Lane West Deptford, New Jersey, must be brought forward and to the attention of Tull's Alpha Global Consultancy LLC or the accounting firm KVLSM CPA, at 415 Crossways Park Drive, Suite C, Woodbury, New York, on or before March 31, 2021. The effective date of transition period was Feb. 1, 2021, and the acquisition has cured. Details of the transaction are not public. For further information, contact: George Tull President Tull's Alpha Global Consultancy LLC 2652 East 64 Street Brooklyn, NY Tel: +1 347-693-8611 SYNCSORT INC: Moody's Assigns B3 CFR on Clearlake Acquisition ------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Syncsort Incorporated (Clearlake) ("Precisely") following the acquisition by private equity firms Clearlake Capital and TA Associates. Concurrently, Moody's assigned a B2 rating to Precisely's first lien bank credit facility consisting of a $1,645 million first lien term loan and a $200 million revolver, and a Caa2 rating to the proposed $445 million second lien term loan. The outlook is stable. Clearlake Capital and TA Associates are acquiring most of the equity interests in Precisely from private equity firm Centerbridge. The CFR, PDR and existing debt instruments for the company under Centerbridge ownership will be withdrawn at the close of the transaction. Assignments: Issuer: Syncsort Incorporated (Clearlake) Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD6) Outlook Actions: Issuer: Syncsort Incorporated (Clearlake) Outlook, Assigned Stable RATINGS RATIONALE Precisely's B3 CFR reflects the company's modest scale relative to its high debt levels, acquisitive growth strategy and aggressive financial policies which can lead to sustained high leverage levels. Pro forma for the financing transaction, debt-to-EBITDA is estimated at about 7.7x (Moody's adjusted) for FYE 12/31/2020 excluding integration expenses and expensing capitalized software, or near 10x including integration expenses. Precisely benefits from its diversified niche product offering and track record of high customer retention rates reflecting the mission-critical nature of its products and preference by customers to avoid changing their enterprise data management platforms. Ratings also reflect the company's growing share of recurring revenue, driven by growth in subscription products. Moody's expects Precisely's partnerships with leading cloud-based data storage providers and its cross-selling ability to existing customers will support revenue growth at a minimum in the mid-single digit percentage range over the next year. Precisely has been successful with its integration of Software and Data (S&D) which is largely complete. As of year end for 2020, the company achieved $60 million of cost synergies against a $52 million initial target and exited its transition service agreements with Pitney Bowes in late 2020. Although organic growth will support long term operating leverage and profit growth, Moody's expects near-term margin pressure as Precisely will make additional investments in sales and information technology in 2021. Still, Moody's expects debt-to-EBITDA to decline to the low-7x range over the next two years, with positive free cash flow generation given the winding down of integration spending related to the S&D acquisition. Precisely's financial policies are a key corporate governance consideration under Moody's ESG framework. Moody's expects that periods of deleveraging due to profit growth will be followed by discrete jumps in financial leverage upon debt funded acquisitions and shareholder returns. High financial leverage limits Precisely's financial flexibility, which magnifies the impact of any performance deterioration. Precisely's good liquidity will be supported by estimated cash balances of $126 million upon closing and full availability under the $200 million revolving credit facility. Although Moody's expects free cash flow will remain pressured in early 2021, restructuring expenses are expected to taper down for the remainder of 2021, resulting in positive adjusted free cash flow over the next 12 to 18 months. The new revolver is expected to contain a 9x springing net first lien secured leverage covenant to be tested should revolver utilization exceed 35%. Moody's expects that Precisely will maintain sufficient cushion over the next 12-18 months. The B2 rating for Precisely's first lien debt (the revolver and term loan) is one notch above the B3 CFR reflecting the senior collateral position of the first lien debt relative to the second lien term loan (rated Caa2). The B2 ratings for the first lien credit facility is subject to review of the final terms and debt allocation. Should the proportion of first lien debt relative to second lien debt increase, there could be downward ratings pressure on the first lien debt. The first lien and second lien debt instruments are secured by substantially all of the tangible and intangible assets of the borrower and domestic subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Precisely's top line will grow organically in the mid-single digit percentage range or better over the next year, with positive free cash flow to debt (Moody's adjusted) in the mid-single digit percentage range. Ratings could be upgraded if Precisely demonstrates consistent, strong organic growth and adheres to a financial policy that will sustain adjusted debt-to-EBITDA below 6x and adjusted free cash flow to debt above 5%. Ratings could be downgraded if Precisely experiences organic revenue declines, margin deterioration, or other operating challenges that lead to elevated leverage or reduced adjusted free cash flow. Quantitatively, this could be represented by debt-to-EBITDA exceeding 8x or negative free cash flow beyond 2021. As proposed the first lien term loan provides flexibility that if utilized could negatively impact creditors, including: (1) incremental pari passu term facilities of at least $300 million and 100% of consolidated EBITDA (as defined in the credit agreement), plus additional amounts limited by maximum proforma First Lien Leverage Ratio (as defined) of 5.5x and incremental junior secured debt limited by proforma Senior Secured Leverage Ratio (as defined) of 7.0x. Proposed terms related to the release of subsidiary guarantees and collateral leakage through transfers to unrestricted subsidiaries have not been disclosed. The credit agreement requires 100% of net cash proceeds from asset sales and insurance proceeds from casualty events, subject to step-downs based on the First Lien Leverage Ratio (50% repayment requirement at 5.0x First Lien Leverage and 25% at 4.75x), to be used to repay the First Lien Term Loan if not reinvested within 18 months. Headquartered in Pearl River, New York, Precisely is a global software company specializing in Big Data, high-speed sorting products, data protection, data quality and integration software and services, for mainframe, power systems and open system environments to enterprise customers. At close of the transaction, the company will be majority-owned by Clearlake and TA Associates, with remaining ownership stakes held by Centerbridge and management. Estimated revenues total $581 million for the fiscal year end December 2020. The principal methodology used in these ratings was Software Industry published in August 2018. TAILORED BRANDS: Creditors Have 2 Weeks to Investigate Rescue Loan ------------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that the creditors of Tailored brands are getting two weeks to probe on the newly-emerged company's rescue loan. The Silver Point Capital-led rescue financing for Tailored Brands Inc. has triggered a legal skirmish over the treatment of junior creditors getting squeezed by the $75 million deal. The fresh cash may keep the retailer from yet another Chapter 11 filing, but it will also nearly wipe out the equity stake given to unsecured creditors as repayment in the company's bankruptcy last 2020, court papers show. The financing -- and a proposed settlement that followed -- has some creditors up in arms, saying the company ran afoul of a court order when arranging the deal. According to the Court filings, the Reorganized Debtors' predecessors emerged from chapter 11 on December 1, 2020, at a time when the COVID-19 pandemic continued to negatively impact the world. Store traffic continued to decline, mandatory store closures persisted, and consumers had fewer opportunities for formal occasions. Following negotiations with all relevant parties, the Reorganized Debtors ultimately negotiated a financing that combined the various proposals from its existing lenders. The largest lender participating in the Financing -- Silver Point Capital, L.P. -- also had a designee on the Board. Silver Point did not, however, participate in any of the Board meetings relating to the negotiation of the Financing. Ultimately, the Financing was approved by the Reorganized Debtors' disinterested director, Mr. Burian, following nearly a dozen Board meetings. Before the launch of the process that led to the Financing, market price quotes for the Reorganized Debtors' New Equity implied an equity value between approximately $28.8 million and $36.9 million. The Reorganized Debtors expected the value of the Liquidating Trust Assets to decline following consummation of the Financing, since the Financing includes a convertible feature (whereby $50 million of the $75 million can be converted at the option of the holder over the next 3 years but which becomes mandatorily convertible in three years). To that end, when the Financing closed on March 5, 2021, the market price quotes for New Equity ranged from $0.75-$1.50.59. As the Reorganized Debtors progressed their capital raise efforts, they realized that the Liquidating Trustee was not afforded an opportunity to exercise its non-voting Board observer role (memorialized in the Plan). This was a pure oversight on the part of the Reorganized Debtors and their advisors. In an effort to correct this oversight, the Reorganized Debtors, Silver Point, and the Liquidating Trustee entered into a settlement pursuant to which the Liquidating Trust Assets -- comprising primarily the New Equity and New Warrants -- would be purchased in exchange for $3.3 million and mutual releases between the Parties. About Tailored Brands Inc. Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formal wear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com/ Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, Tailored Brands had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900). As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; Deloitte & Touche LLP as auditor, and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TEMPUR SEALY: Moody's Gives B1 Rating to New 8-Yr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Tempur Sealy International Inc.'s new senior unsecured 8-year notes. All other ratings for the company are not affected including the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default rating and the B1 rating on the existing senior unsecured notes. The outlook remains positive and the Speculative Grade Liquidity Rating remains SGL-1. Net proceeds of the new notes will be used for general corporate purposes including for the refinancing of the existing $600 million senior unsecured notes due in 2026. Pending the repayment of these notes planned for June 2021 or earlier, the company will initially apply part of the net proceeds to reduce the outstanding balances under its accounts receivable securitization program and outstandings under its revolving credit facility with the remainder proceeds going towards cash. The refinancing favorably extends Tempur Sealy's unsecured debt maturities to 2029 from 2026. Moody's expects Tempur Sealy to repurchase 6% of its shares, which is credit negative because it increases debt and cash interest expense relative to levels without the buyback. However, Moody's is taking no action on the Ba3 CFR or positive outlook because the company's leverage remains low -- estimated at 2.8x debt-to-EBITDA pro forma for the new issuance as of December 2020 - and the net effect of the refinancing will likely be a reduction in cash interest expense. Assignments: Issuer: Tempur Sealy International Inc. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Tempur Sealy's credit profile (Ba3 CFR) reflects the company's strong market position, brand strength, product innovation, breadth of products in varying pricing points, and diverse omnichannel approach. The credit profile also incorporates the company's discretionary nature of products, and sensitivity to changes in the housing market, macroeconomic conditions, and consumer spending. Tempur Sealy's credit profile is constrained by its partially debt financed share repurchases and sensitivity to economic cycles. Tempur Sealy is moderately exposed to environmental, social and governance (ESG) risks. The company uses, transports, and stores chemicals in its foam manufacturing process. A failure to adhere to environmental regulations and safe practices could result in financial penalties and remediation costs. From a governance standpoint, Tempur Sealy's share repurchases are at times aggressively financed with debt but there is flexibility to pull back on share buybacks when operating pressures increase, as it did in early 2020. Moody's also views corporate governance as improving and a key driver to the ratings given the transition by management over the last 18 months to a more conservative leverage target of 2.0x-3.0x debt-to-EBITDA (company definition; 1.7x as of December 2020). The majority of Tempur Sealy's board members are independent directors and have extensive consumer product experience. But the Chairman of the Board is also the CEO. Tempur Sealy is a widely held public company. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of Tempur Sealy 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 Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's expectation that Tempur Sealy will have good operating performance over the next 12-18 months and that the company will continue to demonstrate a disciplined financial policy as the pandemic tailwinds subside. The positive outlook also reflects Tempur Sealy's very good liquidity over the next 12 months. Ratings could be upgraded if Tempur Sealy's operating performance remains strong and leverage remains at a low level for a sustained period. Specifically, ratings could be upgraded if debt to EBITDA remains below 3.0x and the company generates consistently strong free cash flow. Ratings could be downgraded if liquidity deteriorates, the company adopts a more aggressive financial policy, operating performance weakens, or if leverage increases. A significant drop in consumer confidence or any material disruption in the housing market could also lead to a downgrade. Debt to EBITDA sustained above 4.0x or annual share repurchases in excess of free cash flow generation could also lead to a downgrade. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Tempur Sealy International Inc. develops, manufactures, markets and sells bedding products, including mattresses, foundations and adjustable bases, and other products such as pillows and accessories. Revenue for the publicly-traded company approximates $3.7 billion for the last-twelve-month period ended December 31, 2020. THEOS FEDRO: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: Theos Fedro Holdings, LLC 819 Ellis Street San Francisco, CA 94109 Business Description: Theos Fedro Holdings, LLC provides support services to the transportation industry. Chapter 11 Petition Date: March 16, 2021 Court: United States Bankruptcy Court Northern District of California Case No.: 21-30202 Judge: Hon. Dennis Montali Debtor's Counsel: Sarah M. Stuppi, Esq. LAW OFFICES OF STUPPI & STUPPI 1630 N. Main Street, #332 Walnut Creek, CA 94596 Tel: 415-786-4365 Fax: 925-287-8113 E-mail: sarah@stuppilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Philip Achilles, managing member. A copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HXPZ3YA/Theos_Fedro_Holdings_LLC__canbke-21-30202__0001.0.pdf?mcid=tGE4TAMA THOUGHTWORKS INC: Moody's Affirms B2 CFR on Strong Earnings ----------------------------------------------------------- Moody's Investors Service affirmed ThoughtWorks, Inc.'s B2 corporate family rating and B2-PD Probability of Default Rating. Moody's also assigned a B2 senior secured first lien instrument credit rating to the new credit facilities contemplated. The outlook remains stable. ThoughtWorks is issuing new credit facilities to refinance the existing first lien credit facilities and to partially fund a distribution to shareholders. The new credit facilities consist of a $715 million first lien term loan due 2028 and a $165 million revolving credit facility due 2026. The size of the revolver is increasing from $85 million. The rating action takes into account the strong earnings momentum of ThoughtWorks aided by industry tailwinds and strong demand for the company's services and expanding digitalization of its customers following the onset of the global pandemic. The rating action also takes into account governance risk and shareholder friendly financial policy as illustrated by frequent distributions that re-levers the company to be in line with the B2 rating. Affirmations: Issuer: ThoughtWorks, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Assignments: Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: ThoughtWorks, Inc. Outlook, Remains Stable RATINGS RATIONALE The B2 CFR rating reflects ThoughtWork's small revenue scale, narrow operating scope, exposure to cyclicality, shareholder friendly financial policy and some customer concentration. Pro-forma for the proposed transaction, debt to EBITDA (Moody's adjusted) is 4.5x as of fiscal year end December 31, 2020. For 2021, Moody's expects revenue growth of around 16% and EBITDA margins to decline slightly to the 18% area as some costs cuts that benefitted margins in 2020 were temporary in nature and will come back. As a result, leverage is expected to remain in the 4.5x area by the end of this year, which is in line with the ratings. ThoughtWorks' employs around 8,000 people and operates in 17 countries around the world. Revenue for 2020 was $803 million, which is small for the global information technology services industry. ThoughtWorks competes against both larger, established global information services providers with significant resources, as well as smaller, niche-focused companies vying for market share in the outsourced software development market. ThoughtWorks' long standing relationships with a blue chip (although concentrated) customer base and history of high revenue growth provide support despite the limited barriers to entry in the narrow market segment in which it competes. A thin margin profile with EBITDA margins in the mid-teens and expectations for cyclicality of demand from many of ThoughtWorks' customers are additional negative credit factors. EBITDA margins for 2020 improved due to several cost cutting measures and Moody's expect it to revert to historical levels in the mid-teens area as many of the costs come back (e.g travel). Utilization rates have trended in the 68% area and given that the company needs to operate with some cushion there is limited scope to reduce costs without impairing earnings. Free cash flow is expected to be positive over the next twelve months and, due to the growth expected, there will be working capital expansion. Moody's expects that the annual free cash flow run rate will be around $20 million by the end of this year, excluding dividends. Given the limited scale and scope, competitive pressures and potential revenue growth investments, expectations for solid financial metrics, good liquidity and a positive demand environment are important factors supporting the B2 CFR. ThoughtWorks's exposure to environmental risks is low. It is an IT services company and the primary environmental impact arises from the company's use of electricity to power its systems, use of water resources and carbon footprint in connection with the travel requirements of its workforce. From a social risk perspective, the pandemic can be seen as a long-term tailwind to the company as the need for digitalization has been brought to the forefront of corporations' strategies as they recognize the need to be able to reach customers when social distancing measures are in place. The pace of digitalization has likely been accelerated as a result of the pandemic and this should benefit ThoughtWorks. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Over the longer run ThoughtWorks will benefit from demographic and societal trends that have led new generations to embrace technology and drive demand for tech-enabled services. IT providers will continue to support increased productivity through technology. Demand for technology services will continue to increase as clients across all sectors of the economy increasingly demand new digital ways to conduct business. Failure to adopt technological advancement will result in competitive risks and disruption. ThoughtWorks is well positioned to benefit from these social tailwinds. ThoughtWorks is exposed to other social risks however, such as the availability of skilled human capital, which could result in higher employee and administrative costs, leading to margin erosion. A large part of the company's software development employees is based in India and China and as those countries develop there could be higher than expected wage pressure. ThoughtWorks' governance risk is high. The company is owned by private equity firms and has shown the tendency to pay significant and frequent distributions to shareholders. The new credit facilities will be used to fund a distribution this year and the company had paid -$190 million in distributions in 2019, which was debt funded. Moody's expects similar distributions to continue to be a part of the financial strategy o the company. ThoughtWorks will have good liquidity over the next twelve months. Internal sources of liquidity consist of a cash balance of approximately $40 million as of January 31, 2021 (pro forma for the transaction) and positive free cash flow generation of $20 million over the next twelve months. Such internal sources provide sufficient coverage of the company's approximately $7.2 million of expected annual term loan amortization and capital expenditures, which historically were 2%-3% of revenue ($20-$30 million based on 2021 revenue). The company has the flexibility to cut down on capital expenditure should the need arise. The company's liquidity position will improve significantly as a result of the transaction since the size of the revolver will increase from $85 million to $165 million. Moody's expects the revolver will be undrawn at closing of the transaction and also does not expect the revolver to be drawn other than for temporary periods to manage working capital seasonality. Moody's also expects the new facilities to have similar financials covenants as the existing facilities that includes a springing leverage covenant that is applicable when utilization of the revolver reaches a certain percentage. The term loan will not be subject to the springing covenant. The company's proposed credit facility ($715 million term loan due March 2028 and $165 million revolver due March 2026) instrument ratings were determined using Moody's Loss Given Default Methodology and reflect an average family recovery rate assumption of 50%. The first lien debt represents the preponderance of the capital structure and is thus rated B2 (LGD3), the same as the corporate family rating. The rated debt is guaranteed by all U.S. subsidiaries and secured by a first priority perfected lien on all property and assets of the issuer and the guarantors, although the liens are limited to two-thirds of the capital stock of first tier foreign subsidiaries and ranked behind a small amount of priority trade claims and ahead of other unsecured claims. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors, including: i) incremental debt capacity up to the greater of (a) $168 million and (b) 100% of consolidated EBITDA, plus any prepayments of first lien debt or reduction in revolver commitments, plus an unlimited amount of pari passu first lien debt as long as pro forma first lien leverage ratio is 4.60x or less. Alternatively, the ratio tests may be satisfied so long as leverage (coverage) does not increase (decrease) on a pro forma basis in the case of incremental facilities incurred in connection with a permitted acquisition or investment. The credit facilities permit an amount up to the greater of (a) $168 million and (b) 100% of consolidated EBITDA to be incurred with an earlier maturity date than the first lien term loans. The new credit facilities are expected to allow: (i) the ability to transfer assets to unrestricted subsidiaries, to the extent permitted under the carve-outs, with no explicit "blocker" provisions restricting such transfers; ii) the requirement that only wholly-owned subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership; (iii) leverage-based step downs in the asset sale prepayment requirement to 50% and 0% at pro forma consolidated first lien leverage ratio of 4.00x and 3.50x, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the view that ThoughtWorks will be able to grow revenue in the mid-teens area and EBITDA margin remains stable. Moody's expects revenue growth to be driven by continued demand from customers as they digitize their platforms and as technology plays an increasing role in overall business strategy for corporations across sectors. The outlook incorporates the view that technology budgets for corporations will grow this year as economies come out of the pandemic recession. Margins will likely decline from the 20% area that the company experienced in 2020 as a result of the various cost cutting measures but will nevertheless remain solid in the mid- to high- teens area. Free cash flow to debt is expected to be in the 2%-5% area. The ratings could be upgraded if Moody's expects 1) increased scale and organic revenue growth, evidencing an improved competitive position; 2) EBITA margins expand into and are sustained at least a mid-teens percent range; 3) conservative financial policies with debt/EBITDA sustained below 4.0x (Moody's adjusted); and 4) the company is able to maintain strong liquidity. The ratings could be downgraded if Moody's expects 1) the loss of a major customer, decline in customer retention rates or other development indicating there is a weakening of competitive position that could result in lower than expected revenue or profitability; 2) debt/EBITDA (Moody's adjusted) to be sustained above 5.0x; 3) free cash flow to debt is sustained below 5%; or 4) aggressive financial policies as evidenced by frequent and large sized distributions to shareholders. Headquartered in Chicago, Illinois, ThoughtWorks, Inc. provides information technology services to enterprises worldwide and is focused on agile software development, consulting and related tools and information. The company has over 8,000 employees and operates in 17 countries around the world, with approximately 40% of revenue generated in North America, which is its largest region. ThoughtWorks generated total revenues of $803 million in 2020. The company is controlled by affiliates of private equity sponsor Apax Partners. Apax acquired the company for approximately $785 million in October 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. THREESQUARE: To Submit Amended Disc. Statement by March 18 ---------------------------------------------------------- In the Chapter 11 case of Threesquare, LLC, pending before the Court are the U.S. Trustee's Motion to COnvert and the Debtor's Disclosure Statement. Chief Judge B. McKay Mignault on March 12, 2021, ordered that: 1. The Debtor will examine all previously filed operating reports and file amended operating reports, as necessary, by March 11, 2021. 2. The Debtor's oral motion to amend the disclosure statement is GRANTED. The Debtor will file an amended disclosure statement by March 18, 2021. Upon filing of the amended disclosure statement, the Court will schedule further proceedings. 3. A hearing to consider the U.S. Trustee's Motion to Convert is scheduled for April 7, 2021, at 1:30 p.m.by telephone. To participate in the hearing parties are instructed to dial (888) 273-3658 and provide access code 1039652# when prompted to do so. About ThreeSquare LLC ThreeSquare, LLC, filed a Chapter 11 bankruptcy petition (Bankr.N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TRANSPINE INC: US Trustee Says Disclosures Fail to Explain Sale --------------------------------------------------------------- The United States Trustee has reviewed Transpine, Inc.'s First Amended Disclosure Statement filed by Transpine, Inc and raises the following objections to approval of the Amended Disclosure Statement because it fails to adequately explain how and when the sale of the Tarzana property will occur, and the Debtor's rental income and contributions by Nisan Tepper relating to the funding of the Amended Plan. The U.S. Trustee points out that the Amended Disclosure Statement provides that the primary source of funding for the Amended Plan will come from the sale of the Tarzana Property. The Amended Disclosure Statement, however, fails to provide any information about the employment of a real estate broker by the Debtor, how much the Debtor anticipates listing the Tarzana Property for, when the Debtor anticipates the Tarzana Property will be listed by, the deadline by when the Tarzana Property will be sold, or whether the state court litigation could pose any hurdles to getting the Tarzana Property sold. Trustee further points out that like the original Disclosure Statement and Plan, the Amended Disclosure Statement and Amended Plan contain inadequate information about the funding of the Amended Plan that will come from the rental income and contributions by Nisan Tepper. The Amended Disclosure Statement still fails to provide any information about the prior and current rental income or to attach the lease agreement. Moreover, to date the Debtor has not filed its monthly operating report for January 2021. Thus, there is still no evidence in the record to show that the Debtor is collecting the $5,000 in monthly rent it has projected to begin receiving in January 2021. Until the Tarzana Property is sold, the Debtor is dependent on this rental income to make the monthly mortgage and expense payments. About Transpine Inc. Transpine, Inc., based in Tarzana, CA, is a corporation whose primary asset is its 100% ownership of the real property located at 4256 Tarzana Estates Drive, Tarzana, CA 91356. Transpine filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11286) on July 22, 2020. In the petition signed by CEO Nisan Tepper, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Honorable Victoria S. Kaufman presides over the case. LESLIE COHEN LAW PC serves as bankruptcy counsel to the Debtor. TRAVERSE CITY: Amended Plan Filed to Address Objections ------------------------------------------------------- Traverse City Equity Investments, LLC, d/b/a SpaBath Company, filed a Second Amended Plan of Reorganization Under Subchapter V of Chapter 11 of the Bankruptcy Code to address the objections. The Plan filed by the Debtor on January 28, 2021, including all of its terms, provisions and exhibits remains the same, subject to the specific modifications set forth below: a. The Plan is modified to update Section 3.4.3. Unclaimed Distributions, to state in its entirety as follows: Debtor shall take reasonable steps to attempt to deliver the distribution to the holder of the allowed claim. All distributions returned to the Debtor and not claimed within six (6) months of return shall be delivered to the Bankruptcy Court Clerk for deposit into the Registry Fund maintained by the Clerk. Upon delivery to the Bankruptcy Court Clerk, the party will have its claim for such undeliverable distribution discharged and will forever be barred from asserting any claim against the Debtor or its property or estate for such distribution. b. The Plan is amended to add the following information to Section II. Background: Debtor's Sole Member, Arthur Sills, is an employee of the Debtor. He receives a gross, annual salary of $72,000. c. The Plan is amended to update Section 5.4. Causes of Action Reserved and Preserved, to state in its entirety as follows: As of the effective date, any and all causes of action, and, without limitation, avoidance actions accruing to the debtor under Chapter 5 of the Bankruptcy Code will not be pursued. Debtor has completed a sample analysis under Chapter 5 of the Bankruptcy Code and determined it is not in the best interest of the Debtor or its creditors to pursue Chapter 5 claims, however, if at any time debtor's Chapter 11 is converted to a Chapter 7 such claims shall be preserved for the benefit of the Chapter 7 Estate. d. The Plan is amended to add, as an additional provision, the following to Section VI. General Provisions: 6.11. Vesting Upon Conversion. In the event this case converts to a Chapter 7 proceeding, all property of the Debtor; Debtor-in-Possession; or the reorganized Debtor, will revest upon Confirmation of the Plan of Reorganization and all of the Debtor's after acquired property shall be property of the Chapter 7 Estate. The Plan is further amended to clarify the following should the Plan be confirmed as a consensual plan: a. If the Plan is confirmed consensually, then, on an annual basis within 30 days after the first, second, third, and fourth anniversary of the Effective Date, the Debtor shall pay general unsecured creditors an amount equal to 25% of the Debtor's net income during the preceding 12-month period in excess of $75,000 but less than $100,000, and 50% of any amounts in excess of $100,000. Debtor will provide annual income information to any creditor in this class that requests such information in writing from Debtor. For purposes of this Section 3.1.2., the Debtor's net income shall be calculated by subtracting (a) (i) the Debtor's expenses minus (ii) any salary or distributions made to or for the benefit of Art Sills, which salary and distributions shall not increase by more than 5% per year from (b) the Debtor's gross income. The Plan is further amended to state the following should the plan be confirmed as a non-consensual plan: a. On the 5th of each month, the Debtor shall make one monthly payment to the Subchapter V Trustee, Kelly M. Hagan, with the Trustee making distributions therefrom pursuant to the Plan. b. Distributions of less than $5.00 will not be mailed each month but will be mailed in a lump sum on an annual basis. c. Professional Fees will be paid directly to the Subchapter V Trustee each month as part of each month's lump sum payment to the Subchapter V Trustee for distribution to creditors. Attorneys for the Debtor: A. Todd Almassian Greg Ekdahl KELLER & ALMASSIAN, PLC 230 E. Fulton Street Grand Rapids, MI 49503 Tel: (616) 364-2100 E-mail: ecf@kalawgr.com About Traverse City Equity Investments Traverse City Equity Investments, LLC, f/d/b/a the SpaBath Company -- https://www.spabathcompany.com/ -- manufactures walk-in bathtub and showers, with patented SpaBath Roll-Door technology. SpaBath Roll-Door Technology and unique features provide a spa-like bathing environment bathing system on the market. The full-width, unobstructed opening, built-in safety features like electronic water-level detectors to prevent deflation of dual door seals with water in the tub, deluxe spa system with therapy options and precisely controlled water temperature provide ease of use, safety and comfort. Traverse City Equity Investments filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 20-03039) on Sept. 28, 2020. The petition was signed by Arthur A. Sills, president. At the time of the filing, the Debtor disclosed estimated assets of $500,000 to $1 million and estimated liabilities of $1 million to $10 million. Judge James W. Boyd oversees the case. Keller & Almassian, PLC is the Debtor's counsel. TREEHOUSE FOODS: Moody's Rates $2.18BB Extended Bank Facilities Ba2 ------------------------------------------------------------------- Moody's Investors Service has assigned Ba2 ratings to amended and extended bank credit facilities being arranged by TreeHouse Foods, Inc. The proposed $2.18 billion senior secured credit facilities are comprised of an undrawn $750 million five-year revolving facility, a $930 million five-year Term Loan A-1 and a $500 million seven-year secured Term Loan A. The company's other ratings, including its Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, B2 senior unsecured debt and SGL-2 Speculative Grade Liquidity, are unaffected. The rating outlook is stable. The proposed facilities will replace $1.88 billion existing secured bank facilities comprised of an undrawn $750 million revolving facility due February 2023, a $673 million Term Loan A-1 due February 2023 and a $453 million Term Loan A due January 2025. Net proceeds from the expanded facilities, along with cash on hand, will be used to repay approximately $403 million outstanding 6.0% unsecured notes due February 2024. TreeHouse previously purchased $200 million of these notes earlier this year. The notes are redeemable at any time on or after February 15, 2019 at step-down prices currently set at 101.5%. The transaction is credit positive because it will extend TreeHouse's debt maturities, lower cash interest costs and reduce financial leverage. Moody's has taken the following rating actions on TreeHouse Foods, Inc.: Ratings Assigned: TreeHouse Foods, Inc.: - $750 million senior secured revolving credit facility expiring 2026 at Ba2 (LGD 3); - $930 million senior secured term loan A-1 maturing 2026 at Ba2 (LGD 3); - $500 million senior secured term loan A maturing 2028 at Ba2 (LGD 3). The pari passu senior secured bank debt instruments are rated Ba2, one notch higher than the Ba3 Corporate Family Rating. This reflects their senior-most collateral position in the capital structure and the loss absorption provided by remaining $500 million 4.0% senior unsecured notes due 2028. Correspondingly, the senior unsecured notes are rated B2, three notches below the Corporate Family Rating, reflecting its subordinated position relative to the $2.18 billion of secured debt instruments in the capital structure. The proposed transaction is being arranged through an amendment to existing bank facilities, but because the tenors of the respective facilities are being extended, Moody's considers them to be new instruments. The pricing grid is unchanged. The proposed covenants are similar to those in the existing agreement, except that the Maximum Consolidated Net Leverage Ratio of 4.50x, will now step up to 5.00x for four quarters following a permitted acquisition, subject to limit of two occasions. For the bank covenant compliance purposes Maximum Consolidated Net Leverage Ratio at closing will be 3.1x RATINGS RATIONALE TreeHouse Foods, Inc.'s credit profile (Ba3 stable) reflects its leading position as the nation's largest private label food manufacturer. The ratings also are supported by the company's significant scale and good diversification. These credit strengths are balanced against execution risk related to recent restructuring activity; potential further plant disruptions due to the coronavirus pandemic; relatively high financial leverage; and raw material price volatility. The SGL-2 Speculative Grade Liquidity rating reflects good liquidity, including annual free cash flow in excess of $250 million along with flexibility provided by its undrawn $750 million revolving credit facility and light covenants, balanced against an encumbered asset based that is substantially all pledged to secured lenders. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects our expectation that improvements in sales mix, volume and cost savings will expand operating margin and facilitate further deleveraging. A rating downgrade could occur if TreeHouse is unable to maintain stable operating performance or financial policy becomes more aggressive. Quantitatively, if debt/EBITDA is not likely to be sustained below 5.5 times, or earnings cushion against bank covenants falls below 10%, a downgrade could occur. Treehouse would need to sustain stable operating performance and debt/EBITDA below 4.0 times before Moody's would consider an upgrade. ESG CONSIDERATIONS The packaged food sector is moderately exposed to social risks related to responsible production, health and safety standards and evolving consumer lifestyle changes. The sector also is moderately exposed to environmental risks such as soil/water and land use, and energy & emissions impacts, among others. These factors will continue to play an important role in evaluating the overall creditworthiness of food processors like TreeHouse, particularly as the industry continues to evolve globally. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. TreeHouse has a balanced financial policy. Moody's expect that financial leverage will remain relatively high, reflecting a growth strategy partly reliant on acquisitions. As of FYE December 2020 debt/EBITDA was 5.7x, but should decline to about 5.4x, after the company applies $162 million of cash to debt reduction as part of the proposed transaction. The company is publicly traded but does not pay a dividend. TreeHouse has $292 million remaining under a November 2017 board authorization to repurchase common shares. The authorization is subject to an annual cap of $150 million. The company repurchased $25 million of its shares in 2020. CORPORATE PROFILE TreeHouse Foods, Inc. is a leading private label food manufacturer servicing primarily the retail grocery and foodservice distribution channels. It sells products within a wide array of food categories. Annual sales approximate $4.5 billion. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. VAQUERIA ORTIZ: May 11 Plan Confirmation Hearing Set ---------------------------------------------------- On Dec. 7, 2020, debtor Vaqueria Ortiz Rodriguez Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to a Plan. On March 9, 2021, Judge Enrique S. Lamoutte approved the Disclosure Statement and ordered that: * May 11, 2021, at 10:00 a.m. is the hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan. * Objections to claims must be filed 45 days prior to the hearing on confirmation. * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to confirmation of the Plan will be filed on/or before 21 days prior to the date of the hearing on confirmation of the Plan. A full-text copy of the order dated March 9, 2021, is available at https://bit.ly/3vpRcat from PacerMonitor.com at no charge. Attorney for the Debtor: Homel A. Mercado Justiniano Calle Ramirez Silva Ensanche MartÃnez Mayaguez, PR 00680 Tel: (787) 831-3577/ 805-2945 Fax: (787) 805-7350 E-mail: hmjlaw2@gmail.com About Vaqueria Ortiz Rodriguez Vaqueria Ortiz Rodriguez, Inc., is a Dairy Farm that has been established for more than 15 years in the north town of Arecibo, Puerto Rico. It operates a raw milk dairy farm who sells its production to Suiza Dairy Corp. Vaqueria Ortiz Rodriguez previously sought bankruptcy protection (Bankr. D.P.R. Case No. 16-00063) on Jan. 11, 2016. Vaqueria Ortiz Rodriguez again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-01386) on March 14, 2019. In the petition signed by Carlos Horacio Ortiz Colon, president, the Debtor disclosed $1,674,040 in assets and $3,686,701 in liabilities. The case is assigned to Judge Enrique S. Lamoutte Inclan. Homel Mercado Justiniano, Esq., is the Debtor's counsel. VERDICORP INC.: Confirms Plan Despite Class 6 Rejection ------------------------------------------------------- Chief Judge Karen K. Specie on March 12, 2021, entered an order confirming VERDICORP, INC.'s First Amended Plan of Liquidation and granting final approval of the Debtor's Disclosure Statement. No objections were filed to the Plan or the Disclosure Statement. The Court finds that the Plan complies with all applicable provisions in Section 1129 of the Bankruptcy Code. Holders of claims in Class 1 (Super-Priority Claims), Class 4 (Secured Loan Claims, Class 5 (Pre-Petition Loan Claims to Enable Bankruptcy Filing) and Class 6 (General Unsecured Claims) were impaired and eligible to vote to accept or reject the Plan. As reflected in the Ballot Summary, Classes 1, 4, and 5, each of which are impaired Classes of Claims eligible to vote, have affirmatively voted to accept the Plan. In this case, the only impaired non-accepting class is Class 6 - General unsecured claims. The Plan satisfies the requirements of Sec. 1129(a)(7) of the Bankruptcy Code, as Debtor represents and the Liquidation Analysis shows that the payout to Class 6 under the Chapter 11 Plan is higher than under a hypothetical liquidation in Chapter 7. The Plan will be confirmed under Section 1129(b) with respect to Class 6. A hearing on the Plan was held on Feb. 4, 2021. About Verdicorp Inc. Verdicorp Inc. -- http://www.verdicorp.com/-- is an innovation company formed in 2009. Its areas of interest include heating, ventilation and air-conditioning (HVAC), energy generation, recovery and storage systems, and water desalination, treatment and pumping. Verdicorp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40427) on Aug. 14, 2019. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Karen K. Specie. The Debtor is represented by Michael H. Moody Law Firm PLLC. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case. WC SOUTH CONGRESS: Unsecured Creditors Will Recover 100% in Plan ---------------------------------------------------------------- WC South Congress Square, LLC, filed a Second Amended Chapter 11 Plan and a Disclosure Statement. The Debtor owns a multi-family apartment community with 115 rental units located at 500 South Congress Avenue in Austin, as well as two adjacent office buildings with a total of over 70,000 square feet of office space. An appraisal report prepared by Ankura Consulting Group, LLC, indicates that the Property has an approximate value of $85,100,000. Consequently, based on the appraisal report, the Noteholder enjoys an equity cushion in the Property of over $49 million. Class 3 Allowed Unsecured Claims totaling $34,729 will recover 100% of the claims. Each holder of an Allowed Unsecured Claim will be paid in full with 2% interest per annum from the Effective Date 30 days following payment in full of Class 1 and Class 2 Claims. The Debtor reserves the right to object to any claims it contests. Unsecured claims include tenant security deposits totaling $11,145. Class 3 is impaired. All consideration necessary for the payment or tender of Distributions under the Plan will be derived from (i) Cash on hand on the Effective Date, (ii) income generated by the Reorganized Debtor from operations, (iii) the proceeds from any sale or refinancing of the Property. The Debtor or Reorganized Debtor, as applicable, plans to sell all or part of the Property or refinance all or any part of the existing obligations that encumber the Property, including the obligations to the Noteholder, consistent with Section 1123(a)(5)(D) of the Bankruptcy Code. In the event such a transaction is consummated by the Debtor or Reorganized Debtor, the net proceeds from such sale or refinancing shall be paid to Noteholder until the Allowed Noteholder Secured Claim is satisfied in accordance with Section 3.6 of the Plan. Proposed counsel for the Debtor: Mark H. Ralston Fishman Jackson Ronquillo PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com A copy of the Second Amended Disclosure Statement is available at https://bit.ly/3vhZRMe from PacerMonitor.com. About WC South Congress Square Based in Austin, Texas, WC South Congress Square LLC owns a multi-family apartment community with 115 rental units located at 500 South Congress Avenue in Austin, as well as two adjacent office buildings with a total of over 70,000 square feet of office space. The managing member of the Debtor is World Class Holdings VI, LLC, which is controlled by Natin Paul, a real estate entrepreneur very active in the Austin market. WC South Congress Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11107) on October 6, 2020. The petition was signed by Natin Paul, manager of general partner. At the time of the filing, the Debtor estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. Fishman Jackson Ronquillo PLLC is the Debtor's legal counsel. WILDBRAIN LTD: Moody's Rates New $280MM Secured Term Loan 'B2' -------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to WildBrain Ltd.'s proposed $280 million senior secured term loan maturing in 2028 and to its proposed $35 million revolving credit facility maturing in 2026. Proceeds from the company's new term loan will be used to entirely refinance the remaining balance on its existing senior secured term loan which matures in December 2023. Assignments: Issuer: WildBrain Ltd. Senior Secured Term Loan, Assigned B2 (LGD3) Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) RATINGS RATIONALE WildBrain's credit profile is constrained by: 1) lower revenue and EBITDA from its Spark AVOD platform over the next 12-18 months as the company implements measures to regain revenue it lost as a result of YouTube eliminating targeted advertising to children and a decline in advertising revenues driven by the Coronavirus pandemic; 2) high leverage, with debt/EBITDA of around 8x including Moody's adjustments over the next 12-18 months; and 3) small scale (revenue of around $320 million in fiscal year 2020), which limits the company's ability to absorb rapid shifts in viewing and distribution trends and leads to volatility in its credit metrics. WildBrain is supported by; 1) the company's good track record of producing children's content and its extensive portfolio of media content that includes several high profile brands such as Peanuts; 2) good demand for children's content that should support longer term revenue and EBITDA growth; and 3) good liquidity supported by positive free cash flow generation. WildBrain has good liquidity (SGL-2), with sources of around C$115 million over the next four quarters compared to uses of about C$5 million in the form of mandatory term loan amortization. Sources are comprised of free cash flow of about C$30 million over the next four quarters, C$40 million operating cash (around C$50 million of unrestricted cash on balance sheet expected at close of the refinancing less around C$10 million Moody's believe the company needs to run the business) and a fully undrawn revolving credit facility of approximately C$45 million revolving (equivalent to US$35 million) which is committed to 2026. The proposed credit agreement is expected to contain a financial covenant limiting maximum first lien net leverage, to be tested if the revolving credit facility is drawn above a certain threshold. The company has assets it could easily monetize however the company would have to use the proceeds to repay debt. The stable outlook reflects Moody's view that WildBrain will generate positive free cash flow and maintain good liquidity over the next 12-18 months. The proposed loan documents are expected to provide flexibility to add incremental indebtedness ranking pari passu with existing credit facilities so long as it does not to exceed the greater of $60 million and 1x adjusted EBITDA; plus an additional amount so long as the pro forma first lien net leverage does not exceed 4.10x (for pari passu debt). Alternatively, the ratio test may be satisfied so long as leverage does not increase on a pro forma basis if incurred in connection with a permitted acquisition or investment. WildBrain is obligated to prepay loans with 100% of net cash proceeds from asset sales, subject to certain threshold exceptions. There are no leverage-based step-downs to the asset sale prepayment/reinvestment requirement. The credit agreement permits the transfer of assets to unrestricted subsidiaries, subject to carve-out capacities, with no explicit "blocker" protections. Only subsidiaries that are wholly-owned must act as subsidiary guarantors; dividends or transfers of partial ownership interests could jeopardize guarantees with no explicit protective provisions limiting such releases The above are proposed terms and the final terms of the credit agreement can be materially different. Moody's loss given default model indicates that the company's senior secured credit facilities' ratings should be notched up 2 levels from WildBrain's CFR. Due to uncertainties around how the company's C$120 million convertible subordinated debenture and C$25 million exchangeable debenture fits into a permanent capital structure however, Moody's have opted to rate the facility only one notch above WildBrain's B3 CFR. The convertible instruments provide loss absorption cushion which our liability-based model then uses to suggest that the senior secured obligations be notched-up from the CFR; were the instruments converted to equity, Moody's liability-based model would have a much reduced loss absorption. WildBrain is exposed to social risks through viewership patterns that continue to evolve and disrupt traditional methods of content distribution and through regulation that is beginning to catch up with streaming platforms. The company's governance risk is minimal in Moody's view as the company is publicly traded and management has exhibited a prudent track record of debt management. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if EBITA/interest was sustained below 1x (1.8x at LTM Dec20) or if the company experienced a deterioration in liquidity likely driven by sequential negative free cash flow generation and deterioration of industry fundamentals. An upgrade could be considered if the company sustained debt/EBITDA below 6.5x (7.1x at LTM Dec20) while sustaining EBITA/interest above 2x (1.8x at LTM Dec20). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WildBrain Ltd. is a public company headquartered in Halifax, Canada, that produces children's content for broadcast TV as well as internet streaming platforms. It owns brands such as Peanuts, Inspector Gadget, Teletubbies and Strawberry Shortcake. ZUAITER COMPANY: Unsecureds to Receive $2,853 Plus 3% Interest -------------------------------------------------------------- Zuaiter Company, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Alabama a Disclosure Statement describing Chapter 11 Plan on March 9, 2021. The Debtor is currently doing business as HSV Global Market, in Madison County, Alabama. The Debtor was leasing property from Gallery Shopping Center, LLC in December 2020. Due to Gallery's failure to abide by the Lease Extension for over one year, the Debtor fell behind on his payments. Prior to the filing of this bankruptcy case, the Debtor was served with a notice of eviction by Gallery with respect to his unpaid rent. In response, the Debtor filed for relief under Chapter 11 (Case Number 20-82554) of the Bankruptcy Code on December 10, 2020. Zuaiter's leasehold interest is essential for its successful reorganization. The Debtor's Plan of Reorganization purposes to pay 100% of all secured and priority claims, including interest at the rate of no less than 2% per annum as well as keep current on all tax payments. Any unsecured creditors will receive $2,853.00 plus interest at the rate of 3% which exceeds the value of any non-exempt property the Debtor has. Class 2 consists of the Priority Claims of the Internal Revenue Service totaling $2,590.89. Upon confirmation of the Plan and Reorganization, the Debtor shall pay to the Creditor in this Class the full amount of the claim, in monthly installments of $0, in full satisfaction of all priority claims in this Class. The payment shall be due on the first day of the first full month following the entry of an order confirming the Plan. This claim is contested. Class 3 consists of claims of Judgment Creditors. There are no Judgment Creditors at this time. Debtor's case is pending in the Circuit Court of Madison County, Alabama, Gallery Shopping Center, LLC. VS. Zuaiter Company, Inc., Case No.: CV20-901429. Judgment creditor claims are impaired under the Plan. Such Class shall be paid their allowed Claims without interest from any proceeds remaining from the sale of property to which any judgment lien attached, in the order of the date of filing of judgment liens, but only after all Class 3, 4, and 5 Claims secured by such property have been paid in full. Class 4 consists of Unsecured Claims. Creditors in this class shall include holders of allowed general unsecured claims. Within 90 days following completion of the liquidation of all assets of the estate the debtor shall pay to the holders of allowed general unsecured claims, all excess proceeds. The amount of the payment shall be based on the creditors' prorated percentage of all allowed general unsecured claims. Payments under the Plan not included in the projected expense budget, total $2,853.00 per month. Based on the income statement, the Debtor has $2,853.00 per month available to service the Plan. A full-text copy of the Disclosure Statement dated March 9, 2021, is available at https://bit.ly/3tkHIeZ from PacerMonitor.com at no charge. Counsel for the Debtor: S. Mitchell Howie, Esq. 100 Jefferson Street, Suite 200 Hunstville, AL 35801 Phone: (256) 533-2400 Fax: (256) 533-3488 Email: mitchhowielaw@gmail.com About Zuaiter Company Inc. Zuaiter Company, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 20-82554) on Dec. 10, 2020, listing under $1 million in both assets and liabilities. Judge Clifton R. Jessup, Jr. oversees the case. S. Mitchell Howie, Esq., serves as the Debtor's legal counsel. [*] Bankruptcy Filings Down in New Haven County, CT in 2020 ----------------------------------------------------------- Patch (Connecticut) reports that bankruptcy filings were down in New Haven County in 2020, but experts expect them to surge in coming years. The coronavirus pandemic has caused sharp swings in the economy over the past 2020, thrusting many businesses and families into economic uncertainty and in some cases outright collapse. Even so, the number of national bankruptcies filed in 2020 was the lowest since 1986 and nearly 30 percent lower than in 2019. But many experts expect bankruptcies to increase in the coming years. The federal court system was closed near the beginning of the pandemic, which delayed filings for months. Moreover, bankruptcies also tend to be "lagging indicators" of economic distress because of the complex legal process involved; the Great Recession began in 2007 but bankruptcies didn't peak until 2010. "You see these businesses that ultimately go bankrupt were probably in trouble six months or eight months or a year before they file for bankruptcy," said Fred McKinney, director of the People's United Center for Innovation & Entrepreneurship at Quinnipiac University in Connecticut. Nationally, all types of bankruptcy filings decreased in 2020 except for Chapter 11, which saw an increase of 18.7 percent compared with 2019. Chapter 11 is typically used by businesses that hope to stay in business by renegotiating their debt. Several large iconic companies including J.C. Penney and Neiman Marcus declared Chapter 11 bankruptcy in 2020. Across Connecticut, 4,316 total bankruptcies were filed in 2020 — 30.09 percent fewer than in 2019, when 6,174 were filed. And in New Haven County, 1,291 total bankruptcies were filed in 2020 compared with 1,931 in 2019, according to the U.S. Courts Administrative Office. Businesses accounted for around 4 percent of all bankruptcies in the U.S. during 2020, but they can have a large effect on the economy as locations are shuttered and employees are laid off. Businesses tend to be dependent on each other, and there can be an economic ripple effect that takes years to play out, said Neil Peretz, an attorney with more than 15 years of experience litigating bankruptcy cases in the public and private sectors. Peretz represented public interests in large bankruptcy cases as an attorney for the U.S. Department of Justice during the Great Recession. "Each entity in the economic food chain is trying to hang on a little bit longer," said Peretz, who now runs a company called Proxifile that helps small creditors negotiate the bankruptcy process when larger businesses fail. "Not everything can cease instantly and people are still trying to sort that out." Business bankruptcies in New Haven County Business bankruptcies in New Haven County decreased last year: 33 business bankruptcies were filed in 2020 compared with 47 in 2019. There were 24 business bankruptcies under Chapter 7, commonly referred to as liquidation bankruptcies, in New Haven County during 2020. That's a decrease from 2019, when 34 businesses filed under Chapter 7. All non-exempt property is sold during a Chapter 7 bankruptcy, which can be used by both businesses and individuals. New Haven County had eight Chapter 11 bankruptcies filed in 2020 compared with eight in 2019. Non-business bankruptcies in New Haven County There were 1,258 non-business bankruptcy filings in 2020 compared with 1,884 in 2019. New Haven County had 1,091 non-business Chapter 7 filings in 2020 and 1,480 in 2019. Chapter 13 bankruptcy filings, also known as "wage earner's plans," saw a decrease in New Haven County in 2020 compared with 2019. There were 167 filed in 2020 and 404 filed in 2019. Chapter 13 is typically used by people with a regular income to reorganize and pay off debts over time. It gives an opportunity for people to keep their homes. [*] Bankruptcy Filings in New Jersey Area Declined in 2020 ---------------------------------------------------------- Patch (New Jersey) reports that the coronavirus pandemic has caused sharp swings in the economy over the past 2020, thrusting many businesses and families into economic uncertainty and in some cases outright collapse. Even so, the number of national bankruptcies filed in 2020 was the lowest since 1986 and nearly 30 percent lower than in 2019. But many experts expect bankruptcies to increase in the coming years. The federal court system was closed near the beginning of the pandemic, which delayed filings for months. Moreover, bankruptcies also tend to be "lagging indicators" of economic distress because of the complex legal process involved; the Great Recession began in 2007 but bankruptcies didn't peak until 2010. "You see these businesses that ultimately go bankrupt were probably in trouble six months or eight months or a year before they file for bankruptcy," said Fred McKinney, director of the People's United Center for Innovation & Entrepreneurship at Quinnipiac University in Connecticut. Nationally, all types of bankruptcy filings decreased in 2020 except for Chapter 11, which saw an increase of 18.7 percent compared with 2019. Chapter 11 is typically used by businesses that hope to stay in business by renegotiating their debt. Several large iconic companies including J.C. Penney and Neiman Marcus declared Chapter 11 bankruptcy in 2020. Across New Jersey, 14,753 total bankruptcies were filed in 2020 -- 40.58 percent fewer than in 2019, when 24,829 were filed. And in Ocean County, 1,246 total bankruptcies were filed in 2020 compared with 1,949 in 2019, according to the U.S. Courts Administrative Office. Businesses accounted for around 4 percent of all bankruptcies in the U.S. during 2020, but they can have a large effect on the economy as locations are shuttered and employees are laid off. Businesses tend to be dependent on each other, and there can be an economic ripple effect that takes years to play out, said Neil Peretz, an attorney with more than 15 years of experience litigating bankruptcy cases in the public and private sectors. Peretz represented public interests in large bankruptcy cases as an attorney for the U.S. Department of Justice during the Great Recession. "Each entity in the economic food chain is trying to hang on a little bit longer," said Peretz, who now runs a company called Proxifile that helps small creditors negotiate the bankruptcy process when larger businesses fail. "Not everything can cease instantly and people are still trying to sort that out." Business bankruptcies in Ocean County Business bankruptcies in Ocean County decreased last year: 31 business bankruptcies were filed in 2020 compared with 37 in 2019. There were 21 business bankruptcies under Chapter 7, commonly referred to as liquidation bankruptcies, in Ocean County during 2020. That's a decrease from 2019, when 23 businesses filed under Chapter 7. All non-exempt property is sold during a Chapter 7 bankruptcy, which can be used by both businesses and individuals. Ocean County had eight Chapter 11 bankruptcies filed in 2020 compared with 13 in 2019. Non-business bankruptcies in Ocean County There were 1,215 non-business bankruptcy filings in 2020 compared with 1,912 in 2019. Ocean County had 911 non-business Chapter 7 filings in 2020 and 1,156 in 2019. Chapter 13 bankruptcy filings, also known as "wage earner's plans," saw a decrease in Ocean County in 2020 compared with 2019. There were 303 filed in 2020 and 750 filed in 2019. Chapter 13 is typically used by people with a regular income to reorganize and pay off debts over time. It gives an opportunity for people to keep their homes. [*] Kerr Russell: Preparing for Mediation in Bankruptcy ------------------------------------------------------- Jason Bank of Kerr Russell wrote an article on JDSupra titled "Preparing For Mediation In Bankruptcy." Facilitative mediation continues to grow as a preferred method to resolve disputes, especially in bankruptcy proceedings. In a facilitative mediation, a neutral party serves as a mediator and works with the litigants to reach a settlement. The mediator has no power to rule or bind the parties to a judgment or decision, but rather facilitates a dialogue that potentially leads to a resolution. Many bankruptcy judges order, or at least, strongly encourage, parties to go to mediation in contested matters. Many adversary proceedings, which are similar to traditional lawsuits involving plaintiffs and defendants in the bankruptcy court, are referred to mediation. Disputes in bankruptcy cases are fertile ground for mediations because they involve (a) businesses struggling to survive that cannot afford to waste resources on litigation, (b) individuals that lack financial resources to pay significant legal fees, and/or (c) creditors who do not want to throw good money after bad trying to collect from an individual or business that can only afford to pay so much. The key to a successful mediation in bankruptcy is preparation, and mediation will likely fail if the litigants fail to prepare. Some litigants expect a mediator to wave a magic wand to get the other side to "see the light" and capitulate. Because facilitative mediation is non-binding, and you cannot 'lose' the case at mediation, some attorneys do not prepare for mediation like they would for a contested court hearing. Here are some key insights on preparing for mediation in bankruptcy: Pick the right mediator: The parties should select a mediator well-versed in bankruptcy law. Many bankruptcy courts, like the Eastern District of Michigan, have established a mediation panel comprised of experienced bankruptcy practitioners who have been trained as mediators and vetted by the court. The parties should select a mediator who has experience practicing in, and mediating, the subject matter of the contested case. For example, a mediator/attorney specializing in Chapter 13 consumer bankruptcy may not be the best candidate to mediate a complex Chapter 11 commercial dispute. Mediate at the right time: The timing of a mediation is critical to its success and should be determined on a case-by-case basis. Going to mediation early in a dispute is often preferred before the parties have incurred significant legal fees. Early mediation works best where the parties have general understanding of the material facts and legal positions. In some bankruptcy disputes, a debtor and creditor have had a relationship for years, and there may have been state court litigation proceeding the bankruptcy. Under these circumstances, a mediation that takes place as soon as possible may be beneficial. Alternatively, there is a risk in pursuing mediation too early, before there is a fundamental understanding of the facts. Mediation is not the proper venue for exchanging information regarding a contested matter. A mediator can help to narrow the issues and resolve discovery disputes, but can only do so much to achieve a settlement. Consider a case where a bankruptcy trustee seeks to avoid an alleged fraudulent transfer of real estate and recover the property for the estate. It may be difficult to settle the case without having an understanding of the value of the real property that was transferred. Review the bankruptcy court filings: In many mediations, the financial wherewithal, or collectability, of a company or individual is a key issue. In business cases, parties should analyze potential recoveries to creditors under a reorganization and liquidation scenario. For example, a creditor with a claim of $500,000 against a business in bankruptcy may only receive 10% its claim under a Chapter 11 plan. In a Chapter 7 liquidation, the creditor may receive nothing. Companies and individuals filing for bankruptcy are required to file detailed disclosures of assets and liabilities under the penalty of perjury, so there is a significant amount of information for parties to analyze. If collectability is a potential factor in settlement discussions, that issue should be discussed in advance of mediation, so documents may be exchanged by the parties. Caution: further approval may be needed: A debtor or trustee in a bankruptcy case is often required to obtain court approval of any settlement, after notice is provided to all creditors. Accordingly, while a debtor or trustee may sign a binding settlement term sheet at mediation, that settlement will be subject to court approval. Counsel for creditors or other parties litigating with a trustee or debtor should discuss in advance of mediation whether court approval is required, and if any other major constituencies in the case (e.g., an unsecured creditors’ committee) will have a major impact on whether the settlement will be approved Talk to your client before mediation: Know what your client wants and what your client will accept. Too many attorneys begin a mediation without a clue as to what their clients really want or what they would settle for. Also, clients must understand the 'give and take' of the mediation process. They must understand the risks if they fail to settle. Preparation is the key to succeed in court or at mediation. Following these guidelines will improve the prospects for settlement. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***