/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210324.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 24, 2021, Vol. 25, No. 82 Headlines 110 WEST PROPERTIES: CME Buying All Assets for $22 Million 232 SEIGEL: Seeks to Hire Newmark & Company as Real Estate Broker 670 KNABB: KeyBank Says Plan Impermissibly Modifies Mortgage ACADIA HEALTHCARE: Moody's Raises CFR to Ba3, Outlook Stable ADVANCED SLEEP: Seeks to Hire Salvato Boufadel as Legal Counsel AEGION CORP: Moody's Assigns B2 CFR, Outlook Stable AFFORDABLE CARE: Moody's Alters Outlook on Caa1 CFR to Positive AIT WORLDWIDE: Moody's Assigns First Time B3 Corp Family Rating ALLTRACON LLC: Case Summary & 20 Largest Unsecured Creditors ALSOL CORP: Court Approves $2.45M Settlement for NJ Superfund Site AQ CARVER: Moody's Completes Review, Retains B3 CFR ASAIG LLC: BSE Aztec Buying Substantially All Assets for $4.8 Mil. AVANTOR FUNDING: Moody's Hikes CFR to Ba3, Alters Outlook to Stable BERGIO INTERNATIONAL: Incurs $148K Net Loss in 2020 BILLINGS LODGE: Claims Will be Paid from Asset Sale Proceeds BIOLASE INC: CEO Todd Norbe Departs BOYD GAMING: Moody's Affirms B2 CFR on Solid Operating Performance BRIGHTSTAR CORP: Moody's Completes Review, Retains B1 CFR BRUNDAGE-BONE CONCRETE: Moody's Rates 2nd Lien Notes 'B3' CASA SYSTEMS: Moody's Completes Review, Retains B3 CFR CAST & CREW: Moody's Completes Review, Retains Caa1 CFR CASTLE US: Moody's Completes Review, Retains B3 CFR CBL PROPERTIES: Enters RSA With Lenders & Unsecured Noteholders CERIDIAN HCM: Moody's Completes Review, Retains B3 CFR CLEANSPARK INC: Prices $200 Million Underwritten Public Offering CMC II: Seeks Approval to Hire Alvarez & Marsal, Appoint CRO CONDUENT BUSINESS: Moody's Completes Review, Retains B1 CFR CORNERSTONE BUILDING: Moody's Upgrades CFR to B1, Outlook Stable CORNERSTONE ONDEMAND: Moody's Hikes CFR to B1 on Saba Acquisition DAVIS EXPRESS: Seeks Court Approval to Hire Accountant DAVIS SAND: Seeks Court Approval to Hire Accountant DCERT BUYER: Moody's Completes Review, Retains B3 CFR DEA BROTHERS: Seeks Cash Collateral Access DEVON ENERGY: Moody's Alters Outlook on Ba1 CFR to Positive DG INVESTMENT: Moody's Completes Review, Retains B3 CFR DIAMONDBACK ENERGY: Moody's Rates New Sr. Unsecured Notes 'Ba1' DIEBOLD NIXDORF: Moody's Completes Review, Retains B3 CFR DIGITAL ROOM: Moody's Completes Review, Retains B3 CFR DUN & BRADSTREET: Moody's Completes Review, Retains B2 CFR DURRIDGE COMPANY: Seeks to Hire Parker & Associates as Counsel EAB GLOBAL: Moody's Completes Review, Retains B3 CFR ECL ENTERTAINMENT: Moody's Assigns B2 CFR, Outlook Stable EDELMAN FINANCIAL: Moody's Affirms 'B3' Corp. Family Rating ESH HOSPITALITY: Moody's Puts Ba3 CFR Under Review for Downgrade FIRST BRANDS: Moody's Hikes CFR to B2 & Rates $1.4BB Term Loan B1 FLORIDA ENTERTAINMENT: Gets OK to Tap Ziegler Diamond as Counsel FRANCIS FARMS: Seeks Approval to Hire Bankruptcy Attorney FREMONT HILLS: Seeks to Hire Farsad Law Office as Legal Counsel GLOBAL NV: Case Summary & 20 Largest Unsecured Creditors GOGO INC: Signs Agreements to Swap $28.2 Million Notes for Equity GREENEDEN US II: Moody's Completes Review, Retains B3 CFR HELIOS SOFTWARE: Moody's Completes Review, Retains B2 CFR HENRY ANESTHESIA: Chapter 11 Trustee Gets OK to Hire Counsel HENRY ANESTHESIA: Chapter 11 Trustee Gets OK to Tap Accountant HEXAGON AUTOMOTIVE: Seeks to Hire Michael Jay Berger as Counsel HUSCH & HUSCH: Says Funding Negotiations with Quaker Ongoing INSPIREMD INC: Adjourns Special Meeting Until April 14 INTERJET AIRLINES: Will Seek Bankruptcy Protection IPC CORP: Moody's Completes Review, Retains Caa2 CFR JADOOTV INC: Seeks to Expand Scope of Legal Counsel's Services JAMES B. THOMAS: Trustee Selling Gaithersburg Property for $275K JAMES B. THOMAS: Trustee Selling Gaithersburg Property for $385K JAMES B. THOMAS: Trustee Selling Silver Spring Property for $380K JAZZ ACQUISITION: Moody's Ups CFR to Caa1, Alters Outlook to Stable JO-ANN STORES: Moody's Raises CFR to B2, Outlook Stable JUST ENERGY GROUP: Shares to be Suspended From Trading on NYSE KRIESEL RENTALS: Seeks to Tap Christianson & Freund as Counsel LAGESSE DAIRY: Seeks to Hire Christianson & Freund as Counsel LAKE CHARLES: Seeks Approval to Hire Bankruptcy Attorney LEHMAN BROTHERS: Can Take $13 Million LendingTree Claims to NY LIONS GATE: Moody's Rates New Secured Credit Facilities 'Ba2' LISTO WAY: Seeks Court Approval to Hire CRO LOVES FURNITURE: Amended Final Cash Collateral Order Entered MALLINCKRODT PLC: To Pay $267 Mil. for Maine Mercury Contamination MASERGY HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable MERCY HOSPITAL: Illinois Review Board Okays Sale of Hospital to Ins MERIDIAN MARINA: Mullen Buying 1995 Formula 303 SR-1 for $19.6K MKS REAL ESTATE: Hits Chapter 11 Bankruptcy Protection MOBITV INC: Taps Fenwick & West as Special Corporate Counsel NATEL ENGINEERING: Moody's Completes Review, Retains B3 CFR NATIONAL MEDICAL: Supreme Court Won't Hear Bad Faith Bankruptcy NEUMEDICINES INC: Plan Exclusivity Extended Thru July 14 NEUSTAR INC: Moody's Completes Review, Retains B3 CFR NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Stable NINE POINT: Sets Bidding Procedures for Substantially All Assets NINE POINT: Willkie, Richards Represent Equity Holders NMG HOLDING: Moody's Assigns Caa2 Rating to New Sr. Secured Notes NOBLE CORP: S.D. Standard Drilling Owner Buys 1% Stake NOMAD RETAIL: Seeks Approval to Hire Haselden Farrow as Counsel NORWEGIAN AIR: U.S. Recognition Hearing Set for April 27 NRG ENERGY: Moody's Affirms Ba1 CFR & Alters Outlook to Stable OBITX INC: Selects Robert Adams as Chief Technology Officer ONE CALL: Moody's Rates $760MM First Lien Loans 'B1' OREXIGEN THERAPEUTICS: 3rd Cir. Affirms Ruling in McKesson Setoff ORIGINCLEAR INC: Signs Exchange Deals With Preferred Stockholders ORION ADVISOR: Moody's Completes Review, Retains B3 CFR PAPPY'S SAND: Gets Cash Collateral Access Thru April 26 PHUNWARE INC: To Sublease 8,687 Sq. Ft. Office Space to Bangarang PROJECT ANGEL: Moody's Completes Review, Retains B3 CFR PTC INC: Moody's Completes Review, Retains Ba2 CFR PURDUE PHARMA: Nonconsenting States Oppose Further Injunction RIOT BLOCKCHAIN: Signs US$7.2M Purchase Agreement With Bitmain ROBERT N. MOWBRAY: Michelsens Buying Greenwhich Property for $1.1M RTECH FABRICATIONS: Seeks Approval to Tap CORE as Accountant SC SJ Holdings: Seeks to Hire Stretto as Administrative Advisor SEAVIEW HOMES: Taps Michael D. O'Brien as Legal Counsel SHAMROCK FINANCE: Gets Cash Collateral Access Thru April 6 SHRUNGI LLC: Seeks to Tap Joyce Lindauer as Bankruptcy Counsel SIZZLER USA: Lack of Creditor Payments Dooms Discharge Bid SOUTHLAND ROYALTY: Committee Agrees to Resolve Plan Objections SOUTHLAND ROYALTY: EOG Resources Says PSA Exhibits Missing SOUTHLAND ROYALTY: Royalty Owners Opposes to Disclosure Statement SOUTHLAND ROYALTY: Travelers Say Disclosures Insufficient SPLASH NEWS: Case Summary & 20 Largest Unsecured Creditors SS&C TECHNOLOGIES: Moody's Completes Review, Retains Ba3 CFR STANTON VIEW: Case Summary & 20 Largest Unsecured Creditors SUPERIOR ENERGY: CFO, CEO Resign After Bankruptcy Exit TERRA-GEN FINANCE: Moody's Affirms B2 Rating on Secured Bank Loans TILDA MARIE B. SUTTON: Thomases Buying Dublin Property for $185K TIMBER PHARMACEUTICALS: Partner Signs Licensing Deal With Desitin TITAN INTERNATIONAL: Provides First Quarter Financial Outlook TRINET GROUP: Moody's Completes Review, Retains Ba2 CFR TROIANO TRUCKING: Trustee Seeks Approval of Modified APA With Waste VILLAS OF WINDMILL: Objectors Still Oppose Trustee's Disclosures WASHINGTON PRIME: Reportedly Seeking $150 Mil. Bankruptcy Loan WILLIAM E. ROBINSON: April 23 Hearing on Sale of Mansfield Property WILLIAM E. ROBINSON: Dark Horse Buying Mansfield Property for $50K ********* 110 WEST PROPERTIES: CME Buying All Assets for $22 Million ---------------------------------------------------------- 110 West Properties LLC asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of substantially all assets to Criscione-Meyer Entitlement for $22 million, free and clear of all liens, claims and encumbrances. A hearing on the Motion is set for April 6, 2021, at 1:00 p.m. via ZoomGov. The Debtor's assets are comprised of the following parcels of real property ("Property"): Parcel Number Street Address Approximate Parcel Size 5137-022-017 1313-1337 W. 11th Place 37,525 5137-023-001 1334 W. 11th Place 6,230 5137-023-003 1324 W. 11th Place 6,230 5137-023-007 1333 W. 12th Street 6,240 5137-023-008 1329 W. 12th Street 6,241 5137-023-009 1327 W. 12th Street 6,241 Debtor 110 West has spent numerous months (if not years) trying to sell their properties and to resolve its dispute with parties who previously sought to purchase their properties. After extensive negotiations, Debtor 110 West and the prior purchasers/related individuals and entities have come to an agreement. The Debtor now ask the Court's approval of: (1) the Real Property Purchase and Sale Agreement and Escrow Instructions, where the Debtor proposes to sell substantially all of its assets (i.e. the Debtor's real property) free and clear of all liens, claims and encumbrances, to one of the prior purchasers, Criscione-Meyer Entitlement, a limited liability company cell of ATCAPM, LLC, a Delaware limited liability company, a Delaware series parent ("CME") for $22 million; and (2) the Mutual Release, where the Debtor and the prior purchasers/related individuals and entities propose to provide mutual releases related to claims arising from their prior contemplated sale transaction, which would result in the dismissal of Adversary Proceeding Case No. 2:20-AP-01008-NB, along with dismissal of certain claims in Adversary Proceeding Case No. 2:20-AP-01012, including claims against the Debtor and all derivative claims brought by Tarzana Crossing, A Merchant Faire, LLC on behalf of the Debtor 110 West. Shamrock Parking, Inc.leases the Properties for operation of a commercial parking facility pursuant to a certain lease. The Properties secure a loan in the principal amount of $7.8 million obtained by the Debtor. On Sept. 1, 2017, the Debtor and ZB, N.A., doing business as California Bank and Trust ("CB&T"), entered into a Business Loan Agreement, whereby the Debtor obtained a $7.8 million loan. In connection with the Agreement, the Debtor executed a secured Promissory Note payable to CB&T in the amount of $7.8 million. The Note provided for a maturity date of Sept. 1, 2020. The obligations under the Note are secured by a "Deed of Trust and Fixture Filing," which included the Properties, along with a Commercial Security Agreement and Assignment of Deposit Agreement. On March 27, 2020, CB&T filed a Proof of Claim in the amount of at least $7,069,772.26; thereafter on or about May 1, 2020, CB&T transferred all of its right, title, interest in connection with its Proof of Claim to Fairview Loans IV, LLC. Pursuant to an appraisal completed by BBG, Inc. in July 2020, the market value of the Properties is $22 million. On June 14, 2017, the Debtor, Thirteen Twenty, LLC, individual tenants in common known collectively as the 1330 TIC Group, a tenancy in common group ("Prior Sellers") entered into a certain Real Property Purchase and Sale Agreement and Escrow Instructions, as amended nine times with Dos Cabezas Properties, LLC, and CME ("Prior Buyers") for the sale of the Properties, along with two other properties owned by 1320 LLC and 1330 TIC. The Prior Buyers made the following deposits and loans: (a) Deposit(s) of $1.3 million; (b) Extension Deposits totaling $277,500; and (c) loans to the Debtor totaling $114,000 ("Prior Buyers' Deposits"). The Prior Sale, however, did not close. An affiliate of the Prior Buyers, Third Day Nipoma, LLC ("TDN") purchased certain adjacent property commonly known as 1318 W. 11th Place, Los Angeles, CA 90015 ("TDN Property"). TDN subsequently lost title of the TDN Property via foreclosure. On Dec. 14, 2018, Tarzana, an entity with a membership interest in the Debtor, directly and derivatively on behalf of the Debtor brought a lawsuit in the Superior Court for State of California, County of Los Angeles, Case No. 18STCV08801 against the Debtor, RU, LLC, the former manager of the Debtor during the relevant time period, Dos Cabezas, CME, Michael Criscione, Michael Meyer, and First American Title Co., based on allegations related to the Prior Sale, including RU's relationship with Michael Criscione. On Sept. 26, 2019, Tarzana filed its operative second amended complaint and asserted, among other things, derivative claims on behalf of the Debtor. On June 17, 2019, the Prior Buyers filed a cross-complaint against all of the Prior Sellers and others and on Aug. 29, 2019 filed its operative first amended cross-complaint for breach of contract, specific performance of the Prior Purchase Agreement, breach of good faith and fair dealing, fraud in the inducement (against Richard K. Ullman and Ian Hunter related to the purchase of the TDN Property), unjust enrichment and unfair business practices. On June 21, 2019, the Prior Buyers filed five lis pendens against the Properties, which were entitled "Notice of Pendency of Action: 1. [Code of Civil Procedure Section 405.20]" with the Official Recorder's Office, Los Angeles County, California. On Jan. 2, 2020, Dos Cabezas and Criscione filed a proof of claim in the amount of $1.5 million, for alleged breach of contract, specific performance, breach of covenant of good faith and fair dealing, fraud, unjust enrichment, and unfair business practices ("Dos Cabezas/Criscione Proof of Claim," Claim No. 2-1). Dos Cabezas, CME, Criscione, and Meyer also filed Omnibus Objections to certain proof of claims filed in the Bankruptcy Case. On Jan. 22, 2020, Tarzana removed the State Court Action (or part of it) to the Court, which was assigned Adversary Proceeding Case No. 2:20-AP-01012 ("Tarzana AP"). The Prior Buyers filed a motion to remand the State Court Action in the Tarzana AP, which remains pending. On Jan. 16, 2020, the Prior Buyers, Criscione and Meyer initiated an adversary proceeding, Case No. 2:20-AP-01008-NB, against the Debtor, alleging claims of nondischargeability of debt pursuant to 11 USC 523(a)(2)(A) and actual fraud pursuant to California Civil Code 1572. On May 7, 2020, upon the Debtor's motion to dismiss, the Court, among other things, dismissed the two causes of action and granted leave to amend a claim permitted by U.S.C. 700. On July 17, 2020, the Prior Buyers, Criscione and Meyer filed a First Amended Adversary Complaint For “Action To Determine the Validity, Priority or Extent of Interest In Property 11 U.S.C. 7001(2) and Declaratory Judgment Under 11 U.S.C. 7001(9)," based on allegations related to the Prior Sale. The Prior Buyers AP remains pending. On Aug. 25, 2020, Dos Cabezas filed a Motion to Dismiss the Chapter 11 bankruptcy case along with other related briefs, and the Debtor filed responses and other related filings in opposition to the same. Dos Cabezas' Motion to Dismiss remains pending. Dos Cabezas has also filed Omnibus Objections to the Debtor's Motion for Entry of Order Authorizing the Debtor to Retain and Compensate Professionals Utilized by the Debtor in the Ordinary Course of Business and the Debtor's Application to Employ and Compensate BBG, Inc. as Appraiser ("OCP/BBG Motions"). Since the Court's approval of the Debtor's employment of Colliers International, Colliers has been working to market and to try to sell the Properties. The Debtor has not been contacted by any potential buyer offering to purchase its Properties for any amount at or over $22 million. The Debtor desires to sell to CME for $22 million its Property. The other salient terms of the Purchase Agreement, which is subject to the Court's approval provide: (i) certain releases to be provided by the Debtor, the Prior Buyers, Criscione and Meyer as set forth in the Mutual Release; (ii) the Proposed Sale (but not the Mutual Release) is contingent upon the Buyer obtaining and funding a $10 million "Senior Loan" on or before the Closing Date that: (a) does not exceed 12% interest per annum; (b) permits the proposed Deed of Trust in favor of the Debtor and provide the Debtor with notices of default and permit the assumption by the Debtor in the event of the Buyer's default ("Financing Contingency"); (iii) the Financing Contingency is to be deemed satisfied only by the Buyer receiving an Unconditional written commitment not to exceed the $10 million Senior Loan amount; (iv) the Buyer will have until the 60th day after the Execution Date to complete its review of the Property all in accordance with Article 3 of the Purchase Agreement, Feasibility Review Period; (v) CME to deposit into Escrow at least one (1) business day prior to the Closing Date: (a) the $10 million obtained/funded via the Senior Loan as referenced in in subparagraph (ii); (b) a promissory note for the remaining Purchase Price, in the approximate amount of $12 million dollars, at a rate of 3% per annum, in favor of the Debtor with the loan due in full in 24 months, on the anniversary of the Effective Date; (c) a Deed of Trust covering the Property in favor of the Debtor; and (d) a guaranty made by Michael Meyer and Teton Financial Membership Series, LLC - Aurora Insurance Managers - Series 8; and (vii) the Debtor at the Close of Escrow to cause the Title Company to issue and deliver to the Buyer an ALTA standard coverage form policy of title insurance at standard rates, with liability and limits in the amount of the Purchase Price, insuring title of the Property as vested in the Buyer in fee simple absolute, subject only to the Permitted Exceptions. The members of the Debtor voted on the Proposed Sale; approximately 70.42% of the membership interest have voted in favor of the Proposed Sale. In connection with the closing of the Proposed Sale, the Debtor seeks authority to pay directly from escrow the secured loan obligations of over $7 million to Fairview Loans IV, LLC, the property taxes owed on the Properties for Fiscal Years 2019-2021 in the approximate amount of at least $369,695.27 along with transfer taxes. The Debtor is a limited liability company, i.e. a pass-through entity for tax purposes such that there are no tax consequences. It estimates that there will be property transfer taxes in the amount of $123,200: $24,200 to the County of Los Angeles and $99,000 to the City of Los Angeles. In connection with the Proposed Sale of the Debtor's Property to CME, the Debtor desires to enter into a mutual release with the Prior Buyers, Criscione, and Meyer, which is not contingent upon the closing of the Proposed Sale. The parties' settlement has been memorialized in a Mutual Release. The Debtor's goal is to efficiently administer the estate for the benefit of the creditors. An expedient conclusion to proceed with the Proposed Sale pursuant to the Purchase Agreement will inure to the benefit of the estate and its creditors by limiting any continuing liabilities associated with the Property or the pending lawsuits. For these reasons, the Debtor submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/f8b7mwx6 from PacerMonitor.com free of charge. About 110 West Properties LLC 110 West Properties, LLC, a privately held company in Los Angeles, filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-24048) on Nov. 29, 2019. The petition was signed by Richard K. Ullman, Sr. of RU, LLC, manager of the Debtor. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Neil W. Bason oversees the case. Dykema Gossett LLP is the Debtor's legal counsel. 232 SEIGEL: Seeks to Hire Newmark & Company as Real Estate Broker ----------------------------------------------------------------- 232 Seigel Development LLC and 232 Seigel Acquisition LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Newmark & Company Real Estate, Inc. The Debtors require the services of a real estate broker to market and sell its property located at 232 Seigel St., Brooklyn, N.Y. The broker will receive a 3 percent commission from the sale. Newmark & Company is a "disinterested persons" as that term is defined in section 101(14) and 1107(b) of the Bankruptcy Code, according to court filings. The firm can be reached through: Alison Lewis Newmark & Company Real Estate, Inc. 125 Park Avenue New York, NY 10017 Phone: (212) 372-2000 About 232 Seigel Acquisition 232 Seigel Acquisition classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the owner of a fee simple title to certain real property in Brooklyn, N.Y., having a comparable sale value of $18 million. 232 Seigel Development and its affiliate, 232 Seigel Acquisition LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22844 and 20-22845) on July 14, 2020. 232 Seigel Acquisition disclosed total assets of $18,000,000 and total liabilities of $7,112,316. The Honorable Robert D. Drain is the case judge. The Debtors tapped Backenroth Frankel & Krinsky, LLP and Offit Kurman, P.A. as their bankruptcy counsel and special counsel, respectively. 670 KNABB: KeyBank Says Plan Impermissibly Modifies Mortgage ------------------------------------------------------------ KeyBank, N.A., objects to the Disclosure Statement and Chapter 11 Plan of Reorganization filed by Debtor 670 Knabb LLC. KeyBank claims that the Plan contemplates a sale of vacant lots that the Disclosure Statement states, at Section IV, subsection A do not appear to be encumbered by KeyBank's mortgage resulting in a lump sum payment to KeyBank. There is no contact of sale. KeyBank points out that the Plan re-writes the terms of the Note and Mortgage by providing that after a lump sum payment to KeyBank the Note shall be re-amortized at the interest rate set forth in the original loan documents over a term of 15 years and paid in equal monthly installments commencing 30 days after the expiration of the Vacant Lot Marketing Term. KeyBank states that the Plan further alters the mortgage and judgment by providing the treatment of KeyBank under the Plan shall be deemed to be a cure of any and all defaults under the KeyBank Mortgage, including any covenants relative to ownership and transfer of the mortgaged premises, and shall constitute a deceleration of any acceleration of payments previously declared under the KeyBank Mortgage. Additionally, further impermissibly modifies the mortgage as it seeks to require the KeyBank Foreclosure Action to may remain pending for a period of 2 years from the Effective Date of the Plan. KeyBank asserts that the Plan is wholly contingent on the sale of 5 vacant lots that the Debtor is marketing for at $150,000.00 each. Yet, the Disclosure Statement fails to confirm critical information with respect to the extent KeyBank's lien encumbers the vacant lots. KeyBank says that the Debtor's November operating report shows a balance of cash on hand of $268.44 and a cumulative net loss of $4,688.21. The Disclosure Statement fails to discuss the Debtors' ability to pay KeyBank, N.A. A full-text copy of KeyBank's objection dated March 16, 2021, is available at https://bit.ly/3so15Ux from PacerMonitor.com at no charge. Attorneys for KeyBank: Schiller, Knapp, Lefkowitz & Hertzel, LLP Lisa Milas, Esq. 15 Cornell Road Latham, New York 12110 About 670 Knabb 670 Knabb LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns five residential vacant lands and a single-family residence in Elma, N.Y., having an aggregate current value of $2.13 million. 670 Knabb sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10932) on July 15, 2020. The petition was signed by Kevin Cichocki, its president. At the time of the filing, the Debtor disclosed total assets of $2,136,357 and total liabilities of $1,065,000. Judge Carl L. Bucki oversees the case. Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP, is the Debtor's legal counsel. ACADIA HEALTHCARE: Moody's Raises CFR to Ba3, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded the ratings of Acadia Healthcare Company, Inc.'s, including its Corporate Family Rating to Ba3 from B2 RUR-Up and Probability of Default Rating to Ba3-PD from B2-PD RUR-Up. Moody's also upgraded Acadia's senior secured ratings to Ba1 from Ba2 RUR-Up and its senior unsecured ratings to B1 from B3 RUR-Up. The rating agency also changed Acadia's Speculative Grade Liquidity Rating to SGL-2 from SGL-1. The outlook, previously on review, is stable. This concludes the rating agency's review of Acadia. The ratings upgrade reflects the significant deleveraging that followed the January 2021 divestiture of Acadia's challenged U.K. operations. The upgrade also reflects Moody's expectation that the company will operate with more conservative financial policies going forward. These factors more than make up for the loss of scale and geographic diversity as a result of the divestiture as well as continued pursuit of aggressive growth in the U.S. The upgrades of the instrument ratings reflect the aforementioned improvement in Acadia's credit profile and changes in the capital structure. The outlook change to stable reflects Moody's expectation for improved operating performance post-divestiture while Acadia maintains good scale and geographic and service line diversity. The change in the Speculative Grade Liquidity Rating to SGL-2 from SGL-1 considers Moody's expectation that Acadia will generate negative free cash flow over the next year as it accelerates capital investment in its operations. It is also underpinned by the rating agency's expectation that Acadia will maintain good cash balances and significant access to its revolving credit facility. Acadia Healthcare Company, Inc. Ratings upgraded: Corporate Family Rating to Ba3 from B2 RUR-Up Probability of Default Rating to Ba3-PD from B2-PD RUR-Up Senior secured ratings to Ba1 (LGD2) from Ba2 (LGD2) RUR-Up Senior unsecured ratings to B1 (LGD5) from B3 (LGD5) RUR-Up Ratings downgraded: Speculative Grade Liquidity Rating to SGL-2 from SGL-1 Outlook change: The outlook was changed to stable from on review. RATINGS RATIONALE The Ba3 CFR is constrained by Acadia's reliance on government reimbursement from Medicare and Medicaid and risks associated with the rapid pace of growth through acquisitions, opening of new facilities and the addition of new beds in existing facilities. Should an acceleration in the pace of U.S. coronavirus cases and hospitalizations occur, Moody's expects that this would temporarily reduce patient volumes at Acadia's behavioral health facilities. The rating also reflects moderate financial leverage. Pro forma adjusted debt to EBITDA was 3.9 times as of December 31, 2020, well below levels seen prior to the divestiture of the U.K. business The Ba3 CFR is supported by the company's large scale and good business and geographic diversity within the domestic behavioral health care industry. It is also supported by attractive industry fundamentals, including growing demand for services and increasing willingness of payors, including governments, to pay for behavioral health and addiction treatment services. The Ba3 rating is also supported by the company's strong operating cash flow and good liquidity. The stable outlook reflects the non-elective nature of Acadia's services, good scale and diversity by geography and behavioral service line. It also reflects Moody's expectation that the company will operate with more conservative financial policies over the next 12-18 months than it has in the past. As an operator of inpatient behavioral health hospitals, Acadia faces high social risk. Any incident, such as a patient fatality or a patient not receiving appropriate care at one of Acadia's facilities, can result in increased regulatory burdens, government investigations, and negative publicity. Acadia also has environmental risk associated with inclement weather and natural disasters. For example, Hurricane Dorian weakened patient volumes in some of the company's North Carolina and Florida facilities in September 2019, while wildfires in California in October 2019 necessitated the evacuation of three of the company's facilities and dampened the patient volumes of others. From a governance perspective, the significant amount of capital that Acadia has allocated to acquisitions and new bed additions has not yet demonstrated adequate returns. That said, Moody's expects the company to be operated with materially less financial leverage than in Acadia's recent past. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if debt to EBITDA is expected to be sustained above 4.0 times, or if Moody's does not expect Acadia to produce consistently positive free cash flow. Adverse reimbursement developments could also result in a ratings downgrade. Moody's could also downgrade the ratings if Acadia resumes more aggressive financial policies with respect to the use of leverage for acquisitions or shareholder returns. The ratings could be upgraded if the company reduces and sustains debt/EBITDA below 3.0 times while generating substantially higher levels of free cash flow and balancing expansion opportunities and acquisitions with debt reduction. Reduced reliance on Medicaid would also support an upgrade. Acadia is a provider of behavioral health care services. Acadia provides psychiatric and chemical dependency services to its patients in a variety of settings, including inpatient psychiatric hospitals, residential treatment centers, outpatient clinics and therapeutic school based programs. Acadia operates behavioral health facilities spanning across the US, Puerto Rico, England, Wales, and Scotland. As of December 31, 2020, Acadia generated LTM pro forma revenue of approximately $2.1 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ADVANCED SLEEP: Seeks to Hire Salvato Boufadel as Legal Counsel --------------------------------------------------------------- Advanced Sleep Medicine Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Salvato Boufadel, LLP as its bankruptcy counsel. The firm's services include: -- advising and assisting the Debtor in the preparation of all statements, schedules, records and reports required by applicable law in connection with the initiation and operation of its Chapter 11 case; -- advising and assisting the Debtor regarding compliance with the requirements of the U.S. trustee in its case; -- attending meeting of creditors; -- attending meetings and negotiations with various representatives of creditors and other parties in interest; -- appearing at all hearings where the attorney for the Debtor is required to appear; -- advising and assisting the Debtor regarding matters of bankruptcy law and concerning the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the administration of the case, and the operation of the Debtor's estate, including the preparation and confirmation of a plan of reorganization; and -- taking such other actions and performing such other services as the Debtor may require of the firm in connection with the bankruptcy case. The firm will be paid as follows: Gregory M. Salvato, Esq. (Partner) $525 per hour Joseph Boufadel, Esq. (Partner) $375 per hour Associates $200 to $350 per hour Paralegal $150 per hour The firm neither holds nor represents an interest adverse to the estate, according to court filings. The firm can be reached through: Gregory Salvato, Esq. Salvato Boufadel, LLP 777 So. Figueroa Street Suite 2800 Los Angeles, CA 90017 Tel: (213) 484-8400 Email: gsalvato@salvatoboufadel.com About Advanced Sleep Medicine Services Advanced Sleep Medicine Services -- https://www.sleepdr.com -- is a provider of in-center and in-home (HST) sleep studies, PAP therapeutic devices and replacement PAP supplies. It has helped patients and physicians across California diagnose and treat sleep disorders including sleep apnea. Advanced Sleep Medicine Services filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10396) on March 9, 2021. Kermit Newman, chief executive officer, signed the petition. In the petition, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Gregory Salvato, Esq., at Salvato Boufadel, LLP, serves as the Debtor's legal counsel. AEGION CORP: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned Aegion Corporation a corporate family rating at B2 and a probability of default rating at B2-PD and rated its proposed senior secured credit facilities at B2. The outlook is stable. On March 15, Aegion announced it had accepted a revised offer from affiliates of private equity sponsor New Mountain Capital LLC to be acquired for $995 million in cash. The purchase price and related transaction fees and expenses will be financed with the proposed senior secured credit facilities and about $450 million of equity. RATINGS RATIONALE "The large and aging wastewater and energy pipeline infrastructure in North America and the potentially catastrophic environmental consequences of a failure drives steady demand for Aegion's integrated pipeline rehabilitation services, although initially high financial leverage and anticipated aggressive private equity financial strategies pressure credit quality," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. The B2 CFR reflects Aegion's high debt to EBITDA expected to decline to around 5.5 times by the end of 2021, balanced by its leading market positions in trenchless wastewater pipe rehabilitation, which accounted for about 70% of 2020 revenue and more than 80% of profits, and corrosion prevention solutions. Moody's expects steady demand and expanded profit rates in the wastewater segment will drive mid single digit revenue growth and mid teens percent EBITDA margins. While revenue and profit rates in corrosion protection were adversely impacted by the COVID-19 pandemic, especially in the Middle East, as decreased economic and travel activity led to reduced global energy demand, Moody's anticipate these business lines should rebound in the next 12 to 18 months as the global economy continues to recover, helping fuel revenue growth rate and profitability rate expansion. A contract backlog of over $400 million as of December 31, 2020 and about 200 basis points of annual profitability rate improvements from lower operating costs, including from the elimination of public company costs, provide additional support. No customer accounted for more than 2% of revenue in 2020; Moody's anticipates the top 25 customers will account for less than 10% of revenue in 2021. Unless otherwise noted, all financial metrics cited reflect Moody's standard adjustments and exclude discontinued operations. Aegion pioneered cured in place pipe ("CIPP") technology via its Insituform(R) brand beginning over 50 years ago and offers an integrated manufacturing and installation solution. Aegion estimates that the North American trenchless pipeline rehabilitation market was about $1.5 billion in 2020, and that it had an approximately 30% market share of new project wins. Demand for service in the trenchless water and wastewater pipe rehabilitation market is supported by an aging and largely local pipeline infrastructure, existing and emerging federal, state and local regulatory pressure, the relatively low cost of CIPP solutions compared to pipeline replacement and the availability of funds from user-fee -supported municipal wastewater authority borrowing. Moody's considers the CIPP market mature and competitive, with most projects awarded to the lowest bidder to a request for proposal. Although patents no longer cover Aegion's CIPP technology, the company's vertically integrated manufacturing and service model, long history of successfully completing projects and proprietary process knowledge provide meaningful competitive advantages and barriers to entry to new market entrants. CIPP rehabilitation techniques are more common than other trenchless rehabilitation alternatives, but risk of a new technology emerging remains a credit concern. The Insituform(R) CIPP process can help wastewater authorities and utilities minimize the environmental impact and social disruption that can result from conventional dig-and-replace pipeline upgrade methods. Aegion has never been found to have caused a groundwater or other contamination as a result of its services that it could not remediate, according to the company. Therefore, Moody's considers Aegion to exhibit positive credit impacts from environmental and social considerations, including with respect to water and waste management and health and safety concerns. Moody's expects governance risk to be high, reflecting aggressive financial strategies with respect to debt-funded acquisitions and shareholder returns typical of private equity controlled companies. Moody's considers Aegion's liquidity profile good. Moody's expects at least $25 million of cash at all times in the next 12 to 15 months and free cash flow of at least $30 million in 2021, excluding transaction and financing costs associated with the New Mountain acquisition, after about $25 million of capital expenditures (before Moody's standard adjustments). There is $1.625 million of quarterly senior secured 1st lien term loan amortization, or $6.5 million per year. Additionally, annual term loan principal repayments are required equal to 50% of Excess Cash Flow (as defined in the loan agreement) while the 1st Lien Net Leverage Ratio (as defined in the loan agreement) is above 5.0 times, with steps down to 25% and 0% below 5.0 times and below 4.5 times, respectively. Aegion's Energy Services business line has been classified as a discontinued operation since the company plans to sell the business. Subject to certain exceptions and reinvestment rights, 100% of the sale proceeds must be used to repay term loans so long as the 1st Lien Net Leverage Ratio is above 5.0 times, with 50% and 0% required below 5.0 times and 4.5 times, respectively. The $75 million senior secured revolving credit facility maturing in 2026 is expected to be unused and fully available. Access to the revolver is subject to maintenance of the 1st Lien Net Leverage Ratio below 8.4 times when more than 35% of the revolver is used. Moody's does not anticipate that the financial covenant will be applicable, but expects that Aegion would remain in compliance with the test if it were to be measured. There are no financial covenants applicable to the term loan. The B2 senior secured 1st lien credit facility rating reflects the B2-PD PDR and a loss given default ("LGD") assessment of LGD4. The facility is secured by a perfected first lien security interest in substantially all of the Aegion's assets, subject to certain permitted liens and other exceptions outlined in the facility agreement. The facility ranks senior to all other claims in Moody's hierarchy of claims at default other than a small amount of priority accounts payable assumed to be equal to 20 days of costs of goods sold. The stable outlook reflects Moody's expectations for 5% to 8% revenue growth, profitability rate expansion, debt to EBITDA approaching 5.5 times and 5% free cash flow to debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt to EBITDA is expected to be maintained below 5.0 times and EBITA to interest will remain at least 2.5 times while Aegion articulates and maintains balanced financial strategies, including by emphasizing debt repayment over debt-funded acquisitions or shareholder returns. The ratings could be downgraded if revenue growth is less than anticipated, profitability rates do not improve, debt to EBITDA is expected to remain above 6.0 times or liquidity deteriorates. Issuer: Aegion Corporation Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD4) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) Outlook, is stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Aegion, based in Chesterfield, MO, provides integrated pipeline rehabilitation products and services mostly to US municipal waste water authorities and corrosion protection services to oil and natural gas pipeline infrastructure owners in North America and the Middle East. Moody's expects 2021 revenue from continuing operations of over $800 million. AFFORDABLE CARE: Moody's Alters Outlook on Caa1 CFR to Positive --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Affordable Care Holding Corp. ("ACH") including the Corporate Family Rating at Caa1, the Probability of Default Rating at Caa1-PD, and the first lien senior secured bank credit facilities at B3.The outlook was revised to positive. The change in outlook to positive reflects that ACH addressed its near-term maturity by extending $40 million of its $50 million revolver by one year through October 2022. In addition, the outlook change reflects the return to volumes to near pre-coronavirus pandemic levels. This supports Moody's expectation that leverage will decline to under 7.0 times by the end of fiscal 2021 as procedure volumes continue to recover and the company continues to benefit from the mix shift to dental implants which are a higher margin product than traditional dentures. The affirmation reflects Moody's expectation that the company's operations will improve, but ACH still faces significant refinancing needs as all of its first lien credit facilities mature in the fourth quarter of 2022. As a result, the company will need to make progress refinancing substantially all debt in the next 12 to 18 months. Moody's took the following rating actions: Issuer: Affordable Care Holding Corp. Corporate Family Rating, affirmed at Caa1 Probability of Default Rating affirmed at Caa1-PD First Lien Senior Secured Term Loan, affirmed at B3 (LGD3) Senior Secured Revolving Credit Facility, affirmed at B3 (LGD3) Outlook Actions: Issuer: Affordable Care Holding Corp. Outlook, Changed to Positive from Stable RATINGS RATIONALE ACH's Caa1 Corporate Family Rating reflects its high financial leverage at around 7.7x pro forma LTM September 30, 2020 and a short-term debt maturity profile as all of its first lien credit facilities come due in the fourth quarter of 2022. ACH has limited revenue diversification with roughly 75% of revenue derived from denture services. While not subject to reimbursement risk, the company is reliant on continued availability of consumer financing to fund a meaningful portion of its sales, most of which is self-pay. The credit profile also reflects rising risk of a prolonged recession in the US could reduce demand for ACH's product. The rating is supported by ACH's strong market presence as the largest provider of dentures in the US, good geographic diversification across the U.S., and historically positive trends in same-store sales growth. The rating is further supported by favorable industry dynamics, with a growing market of edentulous patients, due to the aging population. Moody's considers ACH to have adequate liquidity. Liquidity is supported by the company's approximately $79 million of cash as of September 30, 2020, as well as another $50 million available on the revolver. The revolver is currently undrawn and is not expected to be drawn in the next 12 months, but will decrease to $40 million in October of 2021. Liquidity is further supported as Moody's anticipates that ACH will generate about $20 million in free cash flow in 2021. Moody's considers coronavirus to be a social risk given the risk to human health and safety. Aside from coronavirus, ACH faces other social risks such as the rising concerns around the access and affordability of healthcare services. While Moody's does not consider the affiliated dental practices to face the same level of social risk as many other healthcare providers, ACH in particular, generates a majority of revenues from fee-for-service, out-of-pocket payments paid directly by patients. Further, ACH had a cybersecurity incident in mid-2019. As a result, the incident has led the company to invest further into its cybersecurity systems and practices, which should allow it to protect itself from future cyber-attacks. From a governance perspective, Moody's views ACH's growth strategy to be aggressive given its history of debt-funded acquisitions and high leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade ACH if it makes progress addressing its debt maturities, while leverage is sustained below 7.5x, free cash flow remains positive, and effective management of growth. Moody's could downgrade ACH if operating performance or liquidity weakens, the company is unable to make progress addressing its debt maturities, or the probability of a default including by way of a transaction that Moody's would deem a distressed exchange rises. ACH is a U.S. services organization (DSO) which provides dental management and dental laboratory services to affiliated dental centers, primarily focused on dentures. Under management service agreements, ACH provides business support services necessary for the administration of the non-clinical aspects of the dental operations, while the affiliated practices, operated by dental practitioners, are responsible for providing dental care to patients. In addition to providing dental facilities (primarily leased from third parties), dental supplies and support staff to the affiliated practices, the company also provides business operations, financial, marketing, and other administrative services. ACH is affiliated with more than 351 dental offices across 41 U.S. states. The company is owned by Berkshire Partners LLC, and had $260 million of LTM September 30, 2020 net revenue. As a privately-owned company, ACH discloses limited information publicly. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AIT WORLDWIDE: Moody's Assigns First Time B3 Corp Family Rating --------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to AIT Worldwide Logistics Holdings, Inc. including a B2 to the $415 million senior secured first lien term loan and the $80 million revolving credit facility, a B3 corporate family rating, and a B3-PD probability of default rating. The ratings outlook is stable. Proceeds from the $415 million first lien term loan, along with a $125 million second lien term loan (unrated) and cash equity, will be used to finance the purchase of a majority stake of AIT by the private equity firm The Jordan Company. The following rating actions were taken: Assignments: Issuer: AIT Worldwide Logistics Holdings, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: AIT Worldwide Logistics Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE AIT's ratings reflect the company's elevated financial leverage, moderate scale within a very competitive industry, and a strategy of debt-funded acquisitions which Moody's anticipates to continue. Moody's expects high financial leverage with about 6.5x debt/EBITDA for year-end December 31, 2020 on a pro forma basis for the company's new capital structure and recent acquisitions. This starting leverage profile under new ownership is high which, in Moody's view, reduces the company's capacity for sizeable acquisitions in the near-term at the present rating level. Moody's expects a combination of steady earnings growth balanced by likely debt-funded acquisitions, albeit at a slower pace than previous years, will keep leverage near 6x debt/EBITDA over the next couple years. The segment of the logistics market that AIT operates in is highly competitive, yet fragmented, which provides AIT with many opportunities to grow inorganically and increase its scale. AIT's credit profile benefits from the company's capabilities to provide varied modes of freight forwarding, including air, ocean and ground, a largely international presence to support global trade and customs brokerage and a very diverse set of customers and transportation providers. AIT provides services for customers operating in end markets with favorable growth prospects including e-commerce, life sciences, and technology. In addition, AIT maintains minimal exposure to any single carrier which allows for the company to procure competitive transportation rates. Moody's expects that AIT will be able to continue to pass on freight cost increases, especially for air freight which continues to be elevated at this time. Moody's expects liquidity to be adequate as the $80 million revolver will initially be undrawn, and free cash flow will be moderately positive given the minimal capital expenditure requirements for the non-asset based business. Moody's anticipates that AIT will apply the majority of free cash flow toward acquisitions and may utilize the revolver as well for inorganic growth, which will at times reduce the company's liquidity. In terms of corporate governance, event risk remains high for aggressive financial policies given private equity ownership and the company's acquisitive nature. Given the fragmented nature of the industry, further acquisitions are expected and could increase leverage or weaken liquidity depending on the pace and size of acquisitions. The stable outlook reflects Moody's expectation for AIT to maintain financial leverage around 6x while continuing a prudent inorganic growth strategy. The outlook also anticipates that AIT will maintain an adequate liquidity profile, including positive free cash flow. The B2 rating on the first lien senior secured credit facilities takes into account this debt's priority position ahead of the second lien term loan in the company's liability structure. Below are proposed terms of the first lien credit agreement and the final terms can be materially different. Preliminary terms in the first lien credit agreement contain provisions for incremental first-lien debt capacity up to 1) the greater of an initially set EBITDA level and 100% of consolidated EBITDA as defined over the prior four quarter period, plus 2) additional amounts subject to pro forma first-lien net leverage of 5.0x (if pari passu secured). In the case of additional junior secured debt, the secured net leverage ratio does not exceed 6.5x and for unsecured debt, the total net leverage ratio does not exceed 7.0x (or, if used to finance a permitted acquisition or permitted investment, such leverage tests in each case do not increase on a pro forma basis from initial levels). The asset sale proceeds prepayment requirement has leverage-based step-downs to 50% and 0%, subject to pro forma first lien net leverage reaching 4.5x and 4.25x, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if AIT demonstrates a measured approach toward acquisitions such that the company maintains operating leverage to support EBITDA margins nearing 10% and debt/EBITDA sustained below 5x. Maintaining positive free cash flow generation with free cash flow-to-debt in the high single-digits range could also result in an upgrade. The ratings could be downgraded if loss of customers from weakening execution, or if a debt-funded acquisition strategy in excess of what the company has historically demonstrated result in financial leverage approaching 7x debt/EBITDA. In addition, the ratings could be downgraded if AIT is unable to generate positive free cash flow or availability on its revolving credit facility is materially reduced. AIT Worldwide Logistics Holdings, Inc., based in Chicago, IL, is a global third party logistics company providing end-to-end supply chain services, including air and ocean freight forwarding, expedited ground, truck brokerage, residential delivery, customs brokerage, and other value-added logistics services. Pro forma gross revenues were approximately $1.1 billion for the year ended December 31, 2020. The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. ALLTRACON LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Alltracon LLC d/b/a Alltracon Industrial Services 858 Medina Road Medina, OH 44256 Business Description: Alltracon LLC -- http://alltracon.com-- is a structural steel erector, steel fabricator, rigger, and heavy machinery mover. Chapter 11 Petition Date: March 21, 2021 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 21-50435 Judge: Hon. Alan M. Koschik Debtor's Counsel: Marc B. Merklin, Esq. BROUSE MCDOWELL, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: 330-535-5711 Fax: 330-253-8601 E-mail: mmerklin@brouse.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tiffany Patterson, manager. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QCNYQ5I/Alltracon_LLC__ohnbke-21-50435__0001.0.pdf?mcid=tGE4TAMA ALSOL CORP: Court Approves $2.45M Settlement for NJ Superfund Site ------------------------------------------------------------------ Law360 reports that the owner of a New Jersey Superfund site, Alsol Corp., must pay $2.5 million to the federal government to help pay for an already completed cleanup at the location, a federal court said. U.S. District Judge Katharine S. Hayden on Friday, March 19, 2021, approved a settlement between the Alsol Corp., other defendants and the government, saying that while it doesn't cover the entire cost of cleanup that the U.S. government has already shelled out, it is still reasonable under the nation's Superfund law, the Comprehensive Environmental Response, Compensation and Liability Act. According to the consent decree, Alsol will pay $2.45 million of the $3.23 million. About Alsol Corp. Morristown, New Jersey-based Alsol Corporation filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 13-12689) on Feb. 11, 2013. The case is assigned to Judge Rosemary Gambardella. Alsol's petition disclosed $1 million to $10 million in assets and liabilities. The Debtor is represented by Morris S. Bauer, Esq. -- msbauer@nmmlaw.com -- at Norris McLaughlin & Marcus, in Bridgewater, New Jersey. AQ CARVER: Moody's Completes Review, Retains B3 CFR --------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of AQ Carver Buyer, 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. AQ Carver Buyer, Inc.'s B3 corporate family rating is constrained by the borrower's high debt to EBITDA levels, small scale, competitive challenges, and exposure to macroeconomic cyclicality related to unemployment levels within the company's core SMB customer base. Additionally, corporate governance concerns related to aggressive financial strategies present credit risk. However, the credit rating is supported by AQ Carver's recurring revenue sales model which provide a degree of business visibility and modest capital intensity associated with the company's operations that support free cash flow generation. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. ASAIG LLC: BSE Aztec Buying Substantially All Assets for $4.8 Mil. ------------------------------------------------------------------ ASAIG, LLC, and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a notice of their designation of BSE Aztec, LLC, as the Stalking Horse Purchaser in connection with the sale of substantially all assets to BSE Aztec for $4.8 million, subject to overbid. On Jan. 18, 2021, the Debtors filed with the Court their Bid Procedures Motion. After the Bidding Procedures Hearing held on Jan. 26, 2021, the Court entered the Bidding Procedures Order, which, among other things, provides that the Debtors are authorized, but not directed, to select one or more bidders to act as Stalking Horse Purchaser(s) and are authorized, but not directed, to enter into Stalking Horse Agreement(s) with such Stalking Horse Purchaser(s). On March 4, 2021, in accordance with the Bidding Procedures Order, the Debtors filed a Notice of Extension of Stalking Horse Designation Deadline, and extended the Stalking Horse Designation Deadline to and including March 12, 2021. On March 12, 2021, the Debtors, after consultation with the Consultation Parties, selected BSE Aztec to act as the Stalking Horse Purchaser for certain Purchased Assets pursuant to an Aztec Only Bid in the amount of $4.8 million. Accordingly, the Debtors file the Stalking Horse Selection Notice. Pursuant to the Bidding Procedures Order, any Stalking Horse Objection to the designation of the Stalking Horse Purchaser or any of the terms of the Stalking Horse Agreement, including to any of the proposed Stalking Horse Protections, must be filed within 10 days after service of the Stalking Horse Selection Notice. Accordingly, the Stalking Horse Objection Deadline is March 26, 2021. A copy of the Stalking Horse Agreement is available at https://tinyurl.com/pu6ehafe from PacerMonitor.com free of charge. The Purchaser: BSE Aztec, LLC 12800 Northwest Freeway Houston, TX 77040 Attn: Ben Tucker E-mail: ben@bluestemequity.com The Purchaser is represented by: GRAY REED & MCGRAW LLP Attn: Paul Moak, Esq. 1300 Post Oak Blvd., Suite 2000 Houston, TX 77056 E-mail: pmoak@grayreed.com About ASAIG LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35600) on Nov. 17, 2020. The petition was signed by A. Kelly Williams, manager. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marvin Isgur oversees the case. Matthew Okin, Esq., at Okin Adams LLP, represents the Debtor as counsel. AVANTOR FUNDING: Moody's Hikes CFR to Ba3, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Avantor Funding, Inc., including the Corporate Family Rating to Ba3 from B1 and Probability of Default Rating to Ba3-PD from B1-PD. Moody's also upgraded the rating on the senior secured credit facilities to Ba1 from Ba2, the rating on the senior secured notes to Ba1 from Ba2, and the rating on the unsecured notes to B2 from B3. The rating agency also changed the outlook to stable from positive. There is no change to the Speculative Grade Liquidity Rating of SGL-1, signifying very good liquidity. The upgrade of the CFR reflects Avantor's improved business profile mainly driven by strong operating performance and cash flow generation. The upgrade is also supported by an improvement in profitability and a reduction in leverage driven by earnings growth, with adjusted debt/EBITDA of 4.5x for the twelve months ended December 31, 2020 (vs. 5.3x December 31, 2019). Avantor Funding, Inc. Ratings upgraded: Corporate Family Rating, to Ba3 from B1 Probability of Default Rating, to Ba3-PD from B1-PD Senior secured credit facilities, to Ba1 (LGD2) from Ba2 (LGD2) Senior secured notes, to Ba1 (LGD2) from Ba2 (LGD2) Senior unsecured notes to B2 (LGD5) from B3 (LGD5) Outlook change: The rating outlook, previously positive, was changed to stable. RATINGS RATIONALE Avantor's Ba3 CFR is supported by the company's track record of delivering good revenue and earnings growth. It also reflects moderate financial leverage with adjusted debt/EBITDA of 4.5 times as of December 31, 2020. The rating is supported by the steady and largely recurring nature of around 85% of revenue, as well as high customer switching costs associated with the ultra-high purity materials business. It also reflects good scale with revenues of approximately $6.4 billion and good customer, geographic, and product diversification. Moody's expects Avantor will generate strong free cash flow over the next 12-18 months. Near term, the COVID-19 pandemic has presented opportunities to Avantor; the company has been involved in the production of both COVID-19 therapies and vaccines but also benefitted from increased demand for PPE and Diagnostic testing. Moody's expect this tailwind to continue in 2021, but it is likely to be temporary. Meanwhile, Avantor has also invested to meet growing demand in its bioproduction offering. This is supported by a moderate increase in capex geared towards strengthening Avantor's position as a key supplier for the biopharma industry. Further, Moody's expect Avantor to use some of its financial flexibility to fulfill its external growth strategy, in particular through tuck-in acquisitions. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Avantor's liquidity will remain very good over the next 12 to 18 months. Avantor's liquidity is supported by $287 million of cash as of December 31, 2020. Moody's estimates that Avantor will generate over $700 million of free cash flow over the next 12 months, aided by working capital management and lower interest expense. External liquidity is supported by a $515 million senior secured revolving credit facility expiring in July 2025. Furthermore, the company has an accounts receivable securitization facility (unrated) that provides for borrowings of up to $300 million, which expires in March 2023. The stable outlook reflects Moody's expectation that Avantor will maintain adjusted debt/EBITDA in the 3.5 - 4.5 times range over the next 12-18 months, primarily through earnings growth and, to a lesser extent, debt repayment. Avantor faces some degree of environmental risk due to the handling of, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials. From a governance standpoint, Avantor has adopted more conservative financial policies since its 2019 IPO, including a publicly stated debt/EBITDA target range of 2.0 - 4.0 times. The company typically meets or exceeds its guidance. Regarding social risk, Avantor is exposed to both positive and negative social considerations. Moody's regards the coronavirus pandemic as a social risk under its ESG framework given the substantial implications for public health and safety. The pandemic has reduced demand for some of Avantor's products due to the temporary closure of some research facilities and lower demand from healthcare and industrial customers. However, the company has been involved in the production of COVID-19 therapies and vaccines and benefitted from increased demand for PPE and diagnostic testing, which has supported earnings growth in the latter half of 2020. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Avantor further improves its scale and business line diversity. Specifically, debt to EBITDA sustained below 3.5 times would support an upgrade. The ratings could be downgraded if Avantor's operating performance deteriorates, or if it engages in large debt-funded acquisitions. A downgrade could also occur if debt to EBITDA is sustained above 5.0 times. Avantor is a global provider of mission critical products and services to the life sciences and advanced technologies & applied materials industries. Headquartered in Pennsylvania, the company generates revenue of approximately $6.4 billion annually. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. BERGIO INTERNATIONAL: Incurs $148K Net Loss in 2020 --------------------------------------------------- Bergio International, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $148,050 on $584,806 of net sales for the year ended Dec. 31, 2020, compared to a net loss of $3.03 million on $600,981 of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.47 million in total assets, $1.65 million in total liabilities, and a total stockholders' deficit of $171,048. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1431074/000139390521000128/brgo-20201231.htm About Bergio International Headquartered in Fairfield, NJ, Bergio International, Inc. -- https://bergio.com -- is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States. The Company also has two retail stores located in Closter, NJ and Atlantic City, NJ. BILLINGS LODGE: Claims Will be Paid from Asset Sale Proceeds ------------------------------------------------------------ Billings Lodge No. 394, Benevolent and Protective Order of Elks of United States of America, Inc., filed with the U.S. Bankruptcy Court for the District of Montana a Disclosure Statement for Chapter 11 Plan dated March 16, 2021. The Plan of Reorganization provides for the continued operation of the Debtor. The Plan is filed with input and consultation from counsel for the Official Committee of Unsecured Creditors. The Plan provides for a reasonable time to market for sale the Debtor's most significant asset and to use the proceeds to pay its creditors. The Plan provides for full recovery to any allowed secured creditors of their allowed secured claim and for recoveries to unsecured creditors that are equal to if not greater than what they would receive if the Debtor were to be liquidated. Class 1 consists of Priority Non-Tax Claims. Except to the extent that the holder of an Allowed Priority Non-Tax Claim agrees to less favorable treatment, on the later of the Effective Date or the date such Priority Non-Tax Claim becomes Allowed, or as soon thereafter as is practicable, each holder, if any, shall be paid in Cash in an amount equal to the Allowed amount of such Priority Non-Tax Claim. Class 2 consists of Secured Claims. Except to the extent that the holder of an Allowed Secured Claim agrees to less favorable treatment or to the extent the Court has held the to be a certain amount, at closing on the sale of such Real Property, the net proceeds thereof, after payment of all costs relating to the sale, will be paid to Secured Creditors and applied to the Allowed Secured Claims in an amount sufficient to pay and satisfy the balance of the Allowed Secured Claim. Class 3 consists of Unsecured Claims. Except to the extent that the holder of an Allowed Unsecured Claim agrees to less favorable treatment, upon the sale of the Real Property the net proceeds thereof, after payment of all costs relating to the sale and satisfying in full all Administrative Expenses, Class 1, and Class 2 Claims, will be paid to Unsecured Claims in an amount sufficient to pay and satisfy the Unsecured Claims or a pro rata share of their claim. The Debtor intends to file an adversary action against the Albert and JoAnne Kersich (jointly "Kersiches") and William T. Alex to avoid the attachment of the judgment liens to the real property as avoidable preferential transfers. Judgment in favor of Debtor could eliminate the claims of the Kersiches and Alex as secured and there will be no secured claims against the real property. As with all litigation, the outcome of this adversary action cannot be forecasted with certainty. The Kersiches and Alex may have defenses to the Debtor's claims and determination of the claims will run parallel to the sale or Auction of the Real Property, which could complicate or delay payments to all creditors and administrative claimants. The Plan provides for the marketing and sale of the Debtor's real property. The Debtor believes that reasonable marketing and sale of the real property will result in sufficient sales proceeds, net of all costs of sale, to pay all or substantially all of the claims. In addition, a sale of the Debtor's real property would allow the Debtor to continue post-sale operations as an ongoing entity in a facility that better suits its current membership and their charitable purpose. The Debtor will continue to provide the community benefits that it has for over 100 years. Under the Plan, the Debtor will continue its efforts to market and sell its real property pursuant to this Plan. During the marketing period, the Debtor shall continue its activities and operations in the regular course, including collecting membership dues, leasing its facilities and venues, paying dues to the Elks, and such other activities that are in the ordinary course of the Debtor's business. After the sale of the Real Property, Debtor will distribute the proceeds from such sale. If the proceeds from the sale of Debtor's real property are not sufficient to satisfy the claims, Debtor will sell its Personal Property, if any, and distribute the proceeds to satisfy the remaining claims. A full-text copy of the Disclosure Statement dated March 16, 2021, is available at https://bit.ly/2PbGkwq from PacerMonitor.com at no charge. Attorneys for the Debtor: Martin S. Smith, Esq. Lynsey Ross, Esq. Felt Martin, P.C. 2825 Third Avenue North, Ste 100 Billings, MT 59101 Telephone: (406) 248-7646 Email: msmith@feltmartinlaw.com lross@feltmartinlaw.com About Billings Lodge No. 394 Billings Lodge, No. 394, Benevolent and Protective Order of Elks of United States of America, Inc. is a tax-exempt civic and social organization. Elk Lodge is a Billings, Montana-based fraternal organization that hosts various civic events and social gatherings like wedding receptions, meetings, and other functions. Billings Lodge filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Mon. Case No. 20-10110) on June 5, 2020. The petition was signed by Jeffery R. Isom, exalted ruler. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Debtor has tapped Felt Martin PC as counsel; Heidi Giem of Paigeville Accounting, LLC as accountant; and David Goodridge with Real Estate by Hamwey as its real estate broker. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 23, 2020. BIOLASE INC: CEO Todd Norbe Departs ----------------------------------- Todd Norbe, president, chief executive officer, and a member of the Board of Directors of Biolase, Inc., departed from the company effective on Feb. 23, 2021. On March 12, 2021, the Company entered into a Separation Agreement With General Release of All Claims with Mr. Norbe, pursuant to which Mr. Norbe will receive (i) a severance payment of $412,000, subject to all applicable tax withholding and payable in 26 consecutive installments, and (ii) COBRA premiums under the Company's medical and dental benefit plans for 12 months, with (i) and (ii) above being in full and complete satisfaction of any and all obligations, rights, or claims related in any way to his employment with the Company, including but not limited to those obligations, rights, or claims previously existing under that certain Employment Agreement, dated as of Aug. 7, 2018, as amended, by and between the Company and Mr. Norbe. The Separation Agreement includes a general release and waiver of claims by Mr. Norbe in favor of the Company and its affiliates. The severance payment and COBRA premium payments are subject to Mr. Norbe's non-retraction of a general release and wavier of claims, and such other terms, conditions, and restrictive covenants customary for separation agreements of this purpose. About BIOLASE BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry, and medicine industries. BIOLASE's proprietary laser products incorporate approximately 271 patented and 40 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $17.85 million for the year ended Dec. 31, 2019, compared to a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $41.99 million in total assets, $28.14 million in total liabilities, and $13.85 million in total stockholders' equity. BDO USA, LLP, in Costa Mesa, California, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 27, 2020 citing that the Company has suffered recurring losses from operations, has negative cash flows from operations and has uncertainties regarding the Company's ability to meet its debt covenants and service its debt. These factors, among others, raise substantial doubt about its ability to continue as a going concern. BOYD GAMING: Moody's Affirms B2 CFR on Solid Operating Performance ------------------------------------------------------------------ Moody's Investors Service affirmed Boyd Gaming Corporation's Corporate Family Rating of B2 and Probability of Default Rating of B2-PD. The company's existing senior secured revolver and term loans were affirmed at Ba3, and the company's existing senior unsecured notes were affirmed at Caa1. The company's Speculative Grade Liquidity rating remains SGL-2 and the outlook was changed to stable from negative. The change in outlook to stable and affirmation of Boyd's B2 CFR considers the solid operating performance since the company's casinos have reopened, supported by the company's good liquidity including strong free cash flow generation and full revolver availability. Even as revenue remains below pre-pandemic levels, the company has been able to improve EBITDA margins and increase absolute EBITDA levels back towards pre-pandemic levels following the closures in Q1 and Q2 of 2020. The affirmation also considers the company's significant size and geographic diversification, in terms of revenue and number of casinos, which has aided the company as facilities have reopened. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Boyd Gaming Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Boyd Gaming Corporation Outlook, Changed To Stable From Negative RATINGS RATIONALE Boyd's B2 CFR reflects the meaningful earnings decline from efforts to contain the coronavirus and the potential for a slow or uneven recovery as properties have reopened. Boyd's properties have largely reopened with its Las Vegas locals and Midwest and South regions performing better than Downtown Las Vegas given demand levels and expense reductions. The rating also reflects the company's significant size and geographic diversification. The company is one of the largest regional gaming operators in terms of net revenue and number of casino assets operated. Key credit concerns include Boyd's significant leverage prior to the coronavirus outbreak and longer-term social risk and fundamental challenges facing Boyd and other regional gaming companies related to consumer entertainment preferences and US population demographics that Moody's believes will move in a direction that does not favor traditional casino-style gaming. Boyd's speculative-grade liquidity rating of SGL-2, reflects good liquidity and that largely all of the company's casinos have reopened and have demonstrated EBITDA margin improvement, while generating strong free cash flow of over $240 million for Q3 and Q4 2020. As of December 31, 2020, the company had $519 million of unrestricted cash, and an undrawn $1,033.7million revolving credit facility, with $1,021.1 million of availability after $12.6 million of letters of credit. Moody's estimates the company could maintain sufficient internal cash sources after maintenance capital expenditures to meet required annual amortization and interest requirements assuming a sizeable decline in annual EBITDA. Boyd is currently subject to a minimum liquidity requirement of $250 million, as typical financial maintenance covenants are waived until Q2 2021. Moody's believes the company will maintain compliance with the minimum liquidity covenant and the leverage and interest coverage financial covenants once they resume in Q2 2021. 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 Boyd 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 our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Boyd'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 Boyd remains vulnerable to the outbreak continuing to spread. Governance risk is considered balanced given public ownership and the company's track record of managing dividends and share repurchases principally from cash flow. The company suspended its modest quarterly cash dividend to conserve liquidity due to the impact of coronavirus on the company's operations. From a leverage and financial policy perspective, with several significant acquisitions behind the company, Boyd had been able to reduce debt-to-EBITDA leverage to about 5x before the pandemic pushed leverage up to over 7x as of December 2020. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook considers the recovery in the company's business and margin improvement exhibited in Q3 and Q4 2020, and the expectation for continued sequential improvement in 2021. The stable outlook also incorporates the company's good liquidity and the expectation for leverage to continue to come down from current levels as the business continues to recover and debt is reduced. Boyd remains vulnerable to travel disruptions and unfavorable sudden shifts in discretionary consumer spending and the uncertainty regarding the pace at which consumer spending at reopened gaming properties will recover. Ratings could be downgraded if liquidity deteriorates or if Moody's anticipates Boyd's earnings declines to be deeper or more prolonged because of actions to contain the spread of the virus or reductions in discretionary consumer spending. Debt-to-EBITDA leverage sustained over 6x could result in a downgrade. The ratings could be upgraded if facilities are able to remain open and earnings recover such that positive free cash flow and reinvestment flexibility is fully restored, and debt-to-EBITDA is sustained below 5.25x. The principal methodology used in these ratings was Gaming Methodology published in October 2020. Boyd Gaming Corporation owns and operates 29 gaming properties in ten states: Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, and Pennsylvania. Revenue for the publicly-traded company for the last twelve-month period ended December 31, 2020 was approximately $2.2 billion. BRIGHTSTAR CORP: Moody's Completes Review, Retains B1 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Brightstar Corp. (New) 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. Brightstar's B1 corporate family rating is principally constrained by the company's business risks and a moderately levered capital structure. Additionally, competitive challenges in the device protection sector, customer concentration, and execution risks related to Brightstar's ongoing operational rationalization efforts add uncertainty to the company's credit profile. Brightstar's credit quality is also negatively impacted by corporate governance concerns given the company's concentrated ownership by Brightstar Capital Partners ("BCP") and SoftBank. Brightstar's ratings are supported by the company's solid market presence, long-standing relationships with large, blue chip customers, and a healthy liquidity position. The principal methodology used for this review was Distribution & Supply Chain Services Industry published in June 2018. BRUNDAGE-BONE CONCRETE: Moody's Rates 2nd Lien Notes 'B3' --------------------------------------------------------- Moody's Investors Service has assigned a B3 rating and stable outlook to the 2nd Lien Senior Secured Notes due February 2026 issued by Brundage-Bone Concrete Pumping Holdings Inc. The Corporate Family Rating, outlook and Speculative Grade Liquidity Rating for Brundage-Bone's parent company, Concrete Pumping Holdings, Inc ("CPH"), remain unchanged. The B3 rating for the senior secured notes which had previously been assigned by mistake to CPH will be withdrawn. Assignments: Issuer: Brundage-Bone Concrete Pumping Holdings Inc. Gtd. Senior Secured 2nd Lien Notes, Assigned B3 (LGD4) Outlook Actions: Issuer: Brundage-Bone Concrete Pumping Holdings Inc. Outlook, Assigned Stable Withdrawals: Issuer: Concrete Pumping Holdings, Inc. Gtd. Senior Secured 2nd Lien Notes, Withdrawn , previously rated B3 (LGD4) RATINGS RATIONALE The rating action results from the correction of an error. In a rating action taken on January 19, 2021, Moody's mistakenly associated these notes with CPH, rather than with the issuer, CPH subsidiary Brundage-Bone. CPH's B2 Corporate Family Rating reflects the company's robust EBITDA margin, service capability, geographic footprint, variable cost structure, limited working capital requirements, and free cash generation. As the company grows organically and through acquisition, management is focused on maintaining a strong balance sheet and directing free cash to debt reduction given the opportunity. Moody's is forecasting free cash flow and adjusted debt to EBITDA for 2021 and 2022 of $38 million and 3.7x and $39 million and 3.5x, respectively. The rating also reflects CPH's small scale, but the company is larger than its US competitors in the fragmented concrete pumping industry. In addition, CPH serves cyclical end markets in the residential and non-residential construction space, which can result in volatile operating results. The stable outlook reflects Moody's expectation of steady growth in revenue and earnings, in conjunction with, prudent balance sheet management and good liquidity. The B3 rating on the $375 million 2nd lien senior secured notes maturing in February 2026 issued by CPH subsidiary Brundage-Bone in January 2021 is one notch below the B2 Corporate Family Rating of parent company CPH, reflecting the inferior priority ranking of the notes in the capital structure. The SGL-2 Speculative Grade Liquidity rating of CPH reflects Moody's expectation that the company will maintain good liquidity. Moody's expects CPH will continue to rely on its $125 million revolver and maintain an average of 65% availability over the next twelve months. The company had $2.3 million of cash on hand at January 31, 2021 and $116.1 million available under its $125 million ABL (not rated) totaling $118.4MM of liquidity. The company's ABL facility is governed by a springing fixed charge ratio covenant that is triggered if (i) an Event of Default has occurred, or (ii) minimum excess availability is below the greater of 12.5% of the ABL Revolver Limit, $16.5 million. Moody's expects CPH to remain in compliance over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if debt-to-EBITDA is maintained below 3.5x and EBITA-to-interest expense above 3.0x on a sustained basis. Moody's could also upgrade the ratings with an increase in the company's scale. Moody's could downgrade the ratings if debt-to-EBITDA rises above 4.5x and EBITA-to-interest expense falls below 1.0x for a sustained period, or if there is a deterioration in the company's liquidity profile. Concrete Pumping Holdings, Inc is a leading provider of concrete pumping services and concrete environmental waste management solutions in the United States and United Kingdom. In the United States, the company operates across approximately 90 locations in 22 states in the Pacific, Rocky Mountain, Central, South Central, and Southeastern regions. CPH also operates a concrete pumping business in the United Kingdom through approximately 30 branch locations. Eco-Pan, a subsidiary of CPH, operates a route-based business model in the US providing custom metal pans and containers to construction sites in which waste concrete is placed, picked up, and disposed of at concrete recycling centers. Revenue was $304 million at fiscal year end October 31, 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CASA SYSTEMS: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Casa Systems, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 16, 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. Casa's B3 corporate family rating reflects high leverage caused by revenue pressures in 2019 and 2018 due to delays in its cable customers' spending on network infrastructure upgrades. In 2019, EBITDA generation was limited and free cash flow was negative. However, revenues returned to growth in 2020 driven by wireless and fixed telecom markets, with cable revenues remaining relatively stable, and Moody's adjusted total leverage has declined to 6.5x at the end of 2020. Casa's business risk profile is relatively high due to the inherent uncertainty of technology evolutions, volatility and cyclicality of capital spending by large customers, and intense competition. However, over the coming years demand is likely to be supported by increased bandwidth requirements caused by the pandemic, evolution of fixed telecom network infrastructures, deployment of 5G wireless networks, and gradual upgrades of cable networks. Casa benefits from meaningful cash liquidity. The principal methodology used for this review was Diversified Technology published in August 2018. CAST & CREW: Moody's Completes Review, Retains Caa1 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Cast & Crew Payroll, 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. Cast & Crew Payroll, LLC's Caa1 corporate family rating is primarily constrained by the company's elevated debt leverage, relatively small revenue base, and vertical market concentration risk in the media and entertainment sector which continues to grapple with operational disruptions relating to the coronavirus outbreak. These risks are somewhat mitigated by Cast & Crew's strong position within its niche market, long term customer relationships, and the issuer's specialized industry expertise. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. CASTLE US: Moody's Completes Review, Retains B3 CFR --------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Castle US Holding Corporation 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. Castle US Holding Corporation's B3 corporate family rating is constrained by the company's elevated debt leverage, relatively limited scale, and business concentration risk as a provider of software and related services to communications professionals globally. Additionally, Castle's concentrated private equity ownership presents material corporate governance risks with respect to potentially aggressive financial strategies. These risks are partially offset by the company's solid market presence and a largely SaaS driven revenue model with historically strong retention rates that support business visibility. The principal methodology used for this review was Software Industry published in August 2018. CBL PROPERTIES: Enters RSA With Lenders & Unsecured Noteholders --------------------------------------------------------------- On March 22, 2021, CBL Properties (OTCMKTS: CBLAQ) announced that the Company has entered into an amended and restated Restructuring Support Agreement (the "Amended RSA") with its credit facility lenders and unsecured noteholders that provides for a fully consensual comprehensive restructuring. The Amended RSA was entered into by the Company, lenders representing more than 88% of the outstanding balance of its secured credit facility (the "Bank Lenders") and certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities (the "Consenting Noteholders") representing in excess of 64% of the aggregate principal amount of the Operating Partnership's 5.25% senior unsecured notes due 2023 (the "2023 Notes"), the Operating Partnership's 4.60% senior unsecured notes due 2024 (the "2024 Notes") and the Operating Partnership's 5.95% senior unsecured notes due 2026 (the "2026 Notes" and together with the 2023 Notes and the 2024 Notes, the "Unsecured Notes"). The transactions outlined in the Amended RSA will be implemented in the cases commenced by the Company and certain related subsidiaries under chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases") and pursuant to an amended joint chapter 11 plan of reorganization to be filed in the Chapter 11 Cases (the "Amended Plan"). The Amended RSA represents a comprehensive settlement between the parties of substantially all key issues relating to the chapter 11 cases, including the ongoing litigation between the Company and the Bank Lenders arising from the prepetition enforcement actions taken by the Bank Lenders. "This agreement is a major step forward for CBL's restructuring plan," said Stephen D. Lebovitz, Chief Executive Officer of CBL. "Reaching a fully consensual plan between our credit facility lenders and noteholders has been a primary goal throughout this process. The plan we are announcing today achieves all of the major objectives we have set for CBL post-emergence, including greater financial flexibility with a significantly deleveraged balance sheet, a lengthened maturity schedule and overall lower interest expense. With this agreement in hand, we look forward to moving ahead with the court approval and confirmation process and are confident that the restructured company will be in an excellent position to execute on our strategies and return to growth." The terms of the Amended RSA outline a revised plan for restructuring the Company's balance sheet that provides for the elimination of more than $1.6 billion of debt and preferred obligations as well as a significant reduction in interest expense. In exchange for their approximately $1.375 billion in principal amount of Unsecured Notes and $133 million in principal amount of the secured credit facility, Consenting Noteholders and other noteholders will receive, in the aggregate, $95 million in cash, $555 million of new senior secured notes, of which up to $100 million, upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89% in common equity of the newly reorganized Company. Certain Consenting Noteholders will also provide up to $50 million of new money in exchange for additional convertible secured notes. The Amended Plan provides that the remaining Bank Lenders, holding $983.7 million in principal amount under the secured credit facility, will receive $100 million in cash and a new $883.7 million secured term loan. Existing common and preferred stakeholders are expected to receive up to 11% of common equity in the newly reorganized company. The Amended RSA is subject to Bankruptcy Court approval, which the Company will seek in accordance with the terms of the Amended RSA. The latest information on CBL's restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring. The Amended RSA was filed with the SEC on form 8-K and is available in the Invest - SEC Filings section of cblproperties.com. No Solicitation or Offer Any new securities to be issued pursuant to the restructuring transactions may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws but may be issued pursuant to an exemption from such registration provided in the U.S. bankruptcy code. Such new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein, nor is this press release a solicitation of consents to or votes to accept any chapter 11 plan. Any solicitation or offer will only be made pursuant to a confidential offering memorandum and disclosure statement and only to such persons and in such jurisdictions as is permitted under applicable law. About CBL Properties Headquartered in Chattanooga, TN, CBL Properties, previously CBL & Associates, -- http://www.cblproperties.com/-- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Tex. Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CERIDIAN HCM: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Ceridian HCM Holding 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. Ceridian HCM Holding Inc.'s B3 corporate family rating is principally constrained by the company's elevated debt leverage, weak free cash flow generation, and exposure to economic cyclicality. Additionally, competitive pressures in the human capital management ("HCM") industry in which the company operates and Ceridian's somewhat concentrated equity ownership also present credit risk. The company's credit profile is supported by the healthy long term growth prospects of Ceridian's target markets as well as the company's strong customer relationships and the relatively healthy business visibility. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. CLEANSPARK INC: Prices $200 Million Underwritten Public Offering ---------------------------------------------------------------- CleanSpark, Inc. announced the pricing of its underwritten public offering of 9,090,910 shares of common stock at a public offering price of $22.00 per share. H.C. Wainwright & Co. is acting as the sole book-running manager for the offering. The gross proceeds are expected to be approximately $200 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. CleanSpark intends to use the net proceeds from the offering for working capital and general corporate purposes, including infrastructure expansion, the acquisition of additional cryptocurrency miners and further development of its mVoult product lines, as well as acquisitions or strategic investments in complimentary businesses, products, services or technologies. About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is in the business of providing advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. Its services consist of intelligent energy monitoring and controls, microgrid design and engineering and consulting services. Its software allows energy users to obtain resiliency and economic optimization. The Company's software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and can be widely implemented across commercial, industrial, military and municipal deployment. CleanSpark reported a net loss of $23.35 million for the year ended Sept. 30, 2020, a net loss of $26.12 million for the year ended Sept. 30, 2019, and a net loss of $47.01 million for the year ended Sept. 30, 2018. As of Dec. 31, 2020, the Company had $78.17 million in total assets, $6.14 million in total liabilities, and $72.03 million in total stockholders' equity. CMC II: Seeks Approval to Hire Alvarez & Marsal, Appoint CRO ------------------------------------------------------------ CMC II, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC and appoint the firm's managing director, Paul Rundell, as their chief restructuring officer. Alvarez & Marsal and the CRO will render these services: (a) provide strategic direction to the Debtors on restructuring process; (b) assist with bankruptcy reporting during the Debtors' Chapter 11 cases; (d) serve as the principal contact with the Debtors' creditors; and (e) assist in performing other activities. The hourly rates of the firm's personnel who will be assisting the CRO are as follows: Managing Director $925 - $1,200 Director $725 - $900 Analysts/Associates $425 - $700 The hourly rates of the firm's case management professionals are as follows: Managing Director $875 - $1,100 Director $700 - $850 Associate/Consultant $400 - $650 In addition, the firm will seek reimbursement for expenses incurred. Mr. Rundell disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Rundell Alvarez & Marsal North America, LLC 540 West Madison Street Suite 1800 Chicago, IL 60661 Telephone: (646) 642-4605 Email: prundell@alvarezandmarsal.com About CMC II LLC CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street Operations LLC and three inactive affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1, 2021. CMC II, LLC, et al., are part of a group of Consulate Health care corporate affiliates that manage and operate 140 skilled nursing facilities. CMC II provides management and support services to approximately 140 SNFs, each of which is operated by an affiliate of the Debtors under the common ownership of non-Debtor LaVie Care Centers, LLC, doing business as Consulate Health Care. 207 Marshall Drive Operations LLC operates Marshall Health and Rehabilitation Center, a 120-bed SNF located in Perry, Florida. 803 Oak Street Operations LLC operates Governor's Creek Health and Rehabilitation, a 120-bed SNF located in Green Cove Springs, Florida. CMC II estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. John T. Dorsey is the case judge. The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Evans Senior Investments as broker. Stretto is the claims agent. CONDUENT BUSINESS: Moody's Completes Review, Retains B1 CFR ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Conduent Business Services, 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. Conduent Business Services LLC's B1 corporate family rating is constrained by its levered capital structure and competitive pressures which continue to weigh on Conduent's sales trends and overall operating performance. Additionally, Conduent's somewhat concentrated stock ownership and board representation by investment vehicles controlled by Carl Icahn presents meaningful corporate governance concerns. Conduent's rating is supported by the company's scale and solid market position, highly recurring revenue base, longstanding customer relationships, and high client retention rates. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. CORNERSTONE BUILDING: Moody's Upgrades CFR to B1, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded Cornerstone Building Brand, Inc.'s Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Moody's also upgraded the rating on Cornerstone's existing senior secured credit facility to B1 from B2 and the rating on the company's senior unsecured notes to B3 from Caa1. Concurrently, Moody's assigned a B1 rating to Cornerstone's amended senior secured credit facility maturing 2028. The rating on the existing credit facility will be withdrawn at the close of the transaction. The outlook remains stable. Finally, Moody's upgraded the company's Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The ratings upgrade reflects Moody's expectation for continued improvement in Cornerstone's credit profile, higher predictability in free cash flow and ongoing solid execution. The B1 rating on the company's senior secured credit facility is on par with Cornerstone's CFR reflecting its priority position to the senior unsecured notes and the collateral securing this facility. "Over the past two years, Cornerstone's management team has successfully integrated acquisitions and materially improved profitability." said Emile El Nems, a Moody's VP-Senior Analyst. "Cornerstone's management team has effectively balanced the interests of creditors with the interest of its shareholders by investing in the business, limiting dividend distributions to its shareholders and remaining focused on reducing debt leverage." Upgrades: Issuer: Cornerstone Building Brands, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Revolving Credit Facility, Upgraded B1 (LGD3) from B2 (LGD4) Senior Secured Term Loan B, Upgraded B1 (LGD3) from B2 (LGD4) Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD5) Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Assignments: Issuer: Cornerstone Building Brands, Inc. Senior Secured Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured Term Loan B, Assigned B1 (LGD3) Outlook Actions: Issuer: Cornerstone Building Brands, Inc. Outlook, Remains Stable RATINGS RATIONALE Cornerstone's B1 Corporate Family Rating reflects the company's (i) leading position as the largest integrated manufacturer of exterior building products in North America for the commercial, residential, and repair and remodel construction industries, (ii) improved profitability and (iii) stronger credit metrics. The rating is also supported by the company's very good liquidity profile and commitment to reduce debt leverage. At the same time our opinion takes into consideration the company's exposure to cyclical end markets, its elevated debt leverage and the competitive nature of the business it operates in. At year-end (December 31) 2021, Moody's projects total debt-to-EBITDA will be 4.3x. The stable outlook reflects Moody's expectations that Cornerstone will steadily grow its revenues organically, improve its profitability and generate significant free cash flow that can be used to de-lever its balance sheet. This is largely driven by Moody's views that the US economy will improve and US construction industry will remain stable. Cornerstone's SGL-1 Speculative-Grade Liquidity Rating reflects Moody's expectation of a very good liquidity profile over the next 12-18 months. The company's very good liquidity profile is supported by (i) approximately $100 million of cash (pro forma for the anticipated refinancing transaction) and (ii) $611 million of availability under the company's undrawn asset based lending revolver (ABL) (unrated) expiring April 2026 and (iii) full availability of the company's $115 million cash flow revolving credit facility expiring April 2026. The ABL facility has a springing fixed charge covenant ratio of 1:1 which gets triggered when availability under the ABL is below 10% of total commitments or the borrowing base, whichever is lower. Similarly, the company's cash flow facility has a springing net leverage ratio of 7.75x that gets triggered when utilization is more than 35% ($40.25 million) of the facility. There are no financial covenants under the term loan facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: Adjusted-debt-to-EBITDA below 4.5x for a sustained period of time Adjusted EBITA-to-interest expense above 4.0x for a sustained period of time The company improves its free cash flow and maintains its liquidity profile The ratings could be downgraded if: Adjusted debt-to-EBITDA is expected to remain above 5.5x Adjusted EBITA-to-interest expense below 3.0x for a sustained period of time The company's operating performance and liquidity profile deteriorates The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Headquartered in Cary, North Carolina, Cornerstone Building Brands, is the largest manufacturer of exterior building products for residential and low-rise non-residential buildings in North America. Its products include windows and vinyl siding as well as engineered metal building systems, metal components, coil coatings, and insulated metal panels. For the LTM period ended December 31, 2020, Cornerstone generated $4.6 billion in sales. CORNERSTONE ONDEMAND: Moody's Hikes CFR to B1 on Saba Acquisition ----------------------------------------------------------------- Moody's Investors Service upgraded Cornerstone OnDemand, Inc.'s Corporate Family Rating to B1 from B2 and upgraded the company's Probability of Default Rating to B1-PD from B2-PD. Concurrently, Moody's upgraded the ratings on Cornerstone's senior secured bank credit facility to Ba3 from B1 and upgraded the company's Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The outlook is stable. The upgrades consider the company's continued strong operating performance, success in integrating its acquisition of Saba Software over the last year, significant voluntary debt repayment, and Moody's expectation that financial policies will remain balanced such that leverage and cash flow generation continue to improve over the next year. Upgrades: Issuer: Cornerstone OnDemand, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Cornerstone OnDemand, Inc. Outlook, Remains Stable RATINGS RATIONALE Cornerstone's B1 CFR broadly reflects the company's moderately high leverage resulting from its 2020 debt funded acquisition of Saba Software as well as its leading position serving the market for learning management, performance management and recruiting software systems. Cornerstone's large base of highly recurring subscription and maintenance revenues provide a level of visibility into future revenue and EBITDA generation also supports the rating. Cornerstone's Moody's adjusted leverage stood at about 7x based on results from December 31, 2020, pro forma for certain one-time expenses and its recent debt repayments of approximately $153 million. On a cash adjusted basis (adding change in deferred revenue and stock-based compensation) leverage could be viewed as more moderate and stood at about 4.5x based on December 31, 2020 results. Following its combination with Saba, Cornerstone has over 6,000 enterprise and SMB customers across a very diverse set of industries and geographies (albeit with a majority of revenues coming from the North America region). The company has a recurring revenue base representing 95% of revenues in 2020 with net retention rates in the 90s which will lead to predictable and consistent free cash flow generation. The company generated pro forma free cash flow to debt of approximately 5% in 2020. Moody's expects Cornerstone to generate FCF in excess of $100 million over the next 12-18 months resulting in FCF to debt approaching 10% on an annualized basis. Moody's also expect that continued EBITDA generation will enable the company to maintain cash adjusted leverage below 4x over the next 12-18 months. While the rating receives support from Cornerstone's strong niche market position and highly recurring base of revenues, the company operates in a highly competitive environment against certain larger, better capitalized businesses such as SAP SE, Oracle Corporation and Workday. These peers offer broad enterprise resource management and human capital management software suites which may meet the needs of many enterprises seeking an integrated "one-size fits-all solution" rather than Cornerstone's more specialized talent, performance and learning management offerings. The rating is supported by governance considerations; though leverage is moderately high, Cornerstone is a publicly traded and broadly held company with a largely independent board of directors and is expected to maintain a more moderate financial strategy which balances shareholder and creditor interests. As a software company, environmental risks are considered low and social risks are considered low to moderate. The stable outlook reflects Moody's expectation that Cornerstone will be able to reduce, and maintain, cash adjusted leverage below 4x over the next 12-18 months while maintaining healthy organic growth rates and improving profitability. The stable outlook is also supported by the highly recurring base of subscription revenues which will support free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Cornerstone's ratings could face upward pressure if the company were to continue to maintain strong organic revenue and EBITDA growth such that cash adjusted leverage were to decline below 3x on a cash adjusted basis and free cash flow to debt were sustained above 10%. Ratings could be downgraded if the company were to experience organic revenue declines such that cash adjusted leverage was expected to remain above 5x or if cash flow generation were to decline such that liquidity was materially weakened. Cornerstone OnDemand, Inc. (NASDAQ: CSOD) is a provider of enterprise learning & content management, performance management and recruiting management software systems. The company generated GAAP revenues of $741 million in 2020. Cornerstone is headquartered in Santa Monica, California. The principal methodology used in these ratings was Software Industry published in August 2018. DAVIS EXPRESS: Seeks Court Approval to Hire Accountant ------------------------------------------------------ Davis Express Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to employ Mandy Wheeler, an accountant practicing in Canton, Ill. The Debtor needs an accountant to prepare its tax returns and provide other services. Ms. Wheeler will be paid at the rate of $100 per hour. Ms. Wheeler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The accountant can be reached at: Mandy K. Wheeler 400 West Locust Street Canton, IL 61520 Telephone: (309) 647-4798 About Davis Express Service Davis Express Service, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 21-80024) on Jan. 12, 2021. At the time of the filing, the Debtor had estimated assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. Judge Thomas L. Perkins oversees the case. The Debtor tapped Rafool & Bourne, P.C. as its legal counsel and Mandy K. Wheeler as its accountant. DAVIS SAND: Seeks Court Approval to Hire Accountant --------------------------------------------------- Davis Sand & Gravel, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to employ Mandy Wheeler, an accountant practicing in Canton, Ill. The Debtor needs an accountant to prepare its tax returns and provide other services. Ms. Wheeler will be paid at the rate of $100 per hour. Ms. Wheeler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Mandy K. Wheeler 400 West Locust Street Canton, IL 61520 Telephone: (309) 647-4798 About Davis Sand & Gravel Davis Sand & Gravel, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 21-80023) on Jan. 12, 2021. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of less than $1 million. Judge Thomas L. Perkins oversees the case. The Debtor tapped Rafool & Bourne, P.C. as its legal counsel and Mandy K. Wheeler as its accountant. DCERT BUYER: Moody's Completes Review, Retains B3 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of DCert Buyer, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 16, 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. DCert Buyer, Inc. (dba DigiCert), is a market leader in the secure socket layer (SSL) industry, providing digital security for online transactions. The company's ratings are supported by solid EBITDA margins, leading market position, and high free cash flow conversion. Operational results withstood the impact of COVID-19 and the global recession supported by the combination of mandatory stay at home orders and the mission critical nature of online encryption and authentication. However, DigiCert's high financial leverage as a result of the company's recent dividend recap, small scale relative to other non-financial corporates, and the competitive environment for security providers constrain the company's B3 corporate family rating. Moody's do not expect the corona virus outbreak (COVID-19) to have a material impact on operating results for DCert Buyer, Inc. over the next 12 months which is consistent with Moody's expectations for the company's software peers. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. DEA BROTHERS: Seeks Cash Collateral Access ------------------------------------------ DEA Brothers Sisters LLC asks the U.S. Bankruptcy Court for the Central District of California, Orange County Division, for authority to use cash collateral generated from its shopping center located at 16502 S. Main St., Carson, CA 90248 and make adequate protection payments in the amount of $4,058 per month to the private first trust deed holder, Alejandro Hernandez. The Debtor requires the use of cash collateral to pay its ordinary and necessary business expenses to effectively maintain the ownership of the property. The Debtor says its immediate access to cash is absolutely critical to maximizing the value of the estate. The Carson property was purchased by the Debtor from A&G Enterprise LLC on Feb. 25, 2019. Mr. Ignacio Gonzalez, the property's prior owner, held the "in place" existing private 1st trust deed on the property with the balance of $1,850,000, at the time of sale. The Debtor agreed to purchase the Carson property from A&G while taking the property "subject to" the existing 1st trust deed. At this point in time, this 1st lien remains with an approximate balance of $1,850,000. The Debtor appears to have missed making six payments on the 1st loan during 2020. Mr. Hernandez has not filed a foreclosure proceeding, apparently does not wish to do so, and appears to be amenable to work with the Debtor to straighten out the payment issue. The Debtor estimates the present market value of the property to be $1,350,000. The Debtor's problem is with the 2nd trust deed holder, A&G, which sold it the property in February 2019. A&G's original loan balance per the Final Escrow Settlement Statement with International City Escrow was $453,000. The Debtor believes A&G now finds itself in a no equity position based upon their present estimate of value, $1,350,000 which operates to reduce the 1st loan balance itself by $500,000. The Debtor submits that A&G is entitled to no adequate protection as its lien has no equity whatsoever to secure it on the Carson property. A&G filed a Notice of Default on September 16, 2020, claiming arrearages of $20,485.06. A&G thereafter made a payoff quote of $512,179.74 to bring the loan current. This figure appears to be a patent inflationary figure of the true balance due as the Debtor's financial records reveal that the balance should be closer to $250,000 as it has made multiple payments on this loan. A&G, the seller of the property to the Debtor, purchased the property from Gonzalez, who incurred a secured tax lien from the IRS with a balance of $288,981.85 on the property for nonpayment of 2014/2015/2016 taxes in September, 2017 prior to Debtor's purchase in February, 2019. The FTB also filed a tax lien for $10,823. for tax years 2015/2016 on October 23, 2018, also prior to the Debtor's purchase of the property in February 2019. These taxes apparently remained unpaid by either Gonzalez or A&G at the time of sale of the property from A&G to the Debtor. A&G took title to the property from Gonzalez apparently for no consideration. These taxes are classified as general unsecured debts by the Debtor since Mr. Hernandez no longer owns the property; the Debtor is not responsible for Gonzalez's tax debts; and the Debtor has no equity in the property based upon the proposed valuation of $1,350,000. It is unclear at this time what consequence this IRS lien will have on the Debtor or how the IRS will now classify this debt as the underlying debt is not attributable to the Debtor and the Debtor has no equity whatsoever in the Carson property. Based upon the present estimate of value, the Debtor has lost $1,000,000 of value in the property since its purchase. He purchased the property for $2,353,000. in February, 2019 whereas its present estimated value is now $1,350,000 due to the terrible economic conditions for retail properties in this area. The retail market has simply become devastated based upon present health/economic conditions. The Debtor asserts the secured interest of the 1st loan will be fairly protected with the granting of the cash collateral motion to maintain the property, with an accompanying Order of Adequate Protection in favor of Mr. Hernandez. The Debtor proposes the first scheduled payment of $4,058 to Mr. Hernandez on April 1, 2021, and proceeding thereafter for the next 90-day period or for a longer period if permitted by the Court. The value of the property has already been substantially reduced, not due to any Debtor actions but due to the exigent circumstances caused by the COVID-19 virus and the County and State Ordinances enacted to respond to this health crisis. In fact, there is no action which the 1st lien holder can take which would either increase the value of its collateral or even maintain its value -- based upon the current economic and statutory environment. The Debtor is in the very best position to maintain the property as it has already expended a minimum of $40,900 in payments towards the 1st trust deed alone in 2020. Further, the Debtor is willing to offer an additional replacement lien to the extent that its ownership actions results in the property's decrease in value. This lien could be measured as the difference between $5,350, the 1st's new possible, if not probable, monthly mortgage payment and the $4,058 proposed to be paid per month by the Debtor. A copy of the Debtor's request is available at https://bit.ly/2OVM8Kl from PacerMonitor.com. About DEA Brothers Sisters LLC DEA Brothers Sisters LLC owns a strip shopping center located at 16502 S. Main St., Carson, CA 90248. DEA sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Calif. Case No. 21-10608) on March 10, 2021. It is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). In the petition signed by Enayat Ali Jiwani, the sole managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Roger J. Plasse, Esq., at Osborn & Plasse is the Debtor's counsel. DEVON ENERGY: Moody's Alters Outlook on Ba1 CFR to Positive ----------------------------------------------------------- Moody's Investors Service changed the rating outlook for Devon Energy Corporation to positive from stable. Moody's also affirmed Devon's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba1 senior unsecured notes rating. Devon's SGL-1 Speculative Grade Liquidity Rating was unchanged. Devon and WPX Energy, Inc. completed their merger in early January. Devon's positive rating outlook follows the company's announcement[1] of its intention to redeem $700 million of debt at WPX, as part of executing Devon's $1.5 billion debt reduction plan. WPX's ratings, including its Ba3 CFR, Ba3-PD PDR and B1 senior unsecured notes rating remain under review for upgrade. "Devon is initiating a portion of its planned $1.5 billion of debt reduction to reduce debt balances that increased upon combining with WPX," commented Amol Joshi, Moody's Vice President and Senior Credit Officer. "Devon, together with WPX, has achieved significant size and scale, while improving returns and cost structure along with debt reduction should meaningfully boost its credit profile." Affirmations: Issuer: Devon Energy Corporation Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Commercial Paper, Affirmed NP Senior Unsecured Notes, Affirmed Ba1 (LGD4) Issuer: Devon Financing Company L.L.C. Senior Unsecured Notes, Affirmed Ba1 (LGD4) Outlook Actions: Issuer: Devon Energy Corporation Outlook, Changed To Positive From Stable RATINGS RATIONALE Devon's positive rating outlook reflects the company's ability to materially reduce debt by utilizing balance sheet cash, as well as improve cash flow and returns while focusing the company's activities on its higher-return assets in the Delaware Basin. Devon's Ba1 CFR reflects the significant size and scale of its E&P operations with a diversified geographic presence across key US onshore hydrocarbon basins. Devon is supported by its drilling focus on its higher-return assets in the Delaware Basin to boost operating margins and cash flow. While the company has focused on increasing its oil production, Devon has a mix of oil, natural gas and natural gas liquids production providing some commodity price optionality. Devon's planned debt reduction efforts, along with improving returns and cost structure should improve its credit profile. Devon's commodity hedging strategy and strong liquidity provides resilience against low oil and gas prices. However, the company's variable dividend strategy, in addition to its fixed dividend and a potential for opportunistic share repurchases, will likely significantly reduce cash flow available for capital spending or further credit improvement. Devon's financial policy reflects its commitment to improve leverage metrics including its stated leverage target of around 1x net debt to EBITDA, while also pursuing shareholder returns including funding its dividend strategy. Devon's senior unsecured notes are rated Ba1, consistent with the Ba1 CFR, reflecting the company's unsecured capital structure including its unsecured $3 billion revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Devon's ratings could be upgraded if the company's retained cash flow (RCF)/Debt exceeds 40% and its leveraged full-cycle ratio exceeds 1.5x, while production remains stable. The ratings could be downgraded if RCF/Debt falls below 20% or capital efficiency deteriorates. A significant increase in shareholder friendly actions that materially erode the company's liquidity or leverage metrics could also lead to a downgrade. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Devon Energy Corporation, headquartered in Oklahoma City, Oklahoma, is a large independent exploration and production (E&P) company with a focus on US onshore oil and gas properties. DG INVESTMENT: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of DG Investment Intermediate Holdings 2, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 15, 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. DG Investment Intermediate Holdings 2, Inc.'s (dba Convergint) ratings are supported by good scale, reoccurring revenues, and a strong market presence in the design, installation, and contractual servicing of electronic and physical commercial security systems. Demand for Convergint's commercial security systems has been robust even through the COVID-19 pandemic, enabling the company to deleverage and improve its liquidity. The company is able to leverage a highly variable cost structure, helping it maintain steady, if low, profitability and generate free cash flows that are strong for its B3 CFR. Convergint's liquidity is very good, as evidenced by full availability under its revolver and cash balances that have built to healthy levels. Ratings are constrained by continued high leverage, due largely to an active acquisition program that has slowed, perhaps temporarily, because of the pandemic. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. DIAMONDBACK ENERGY: Moody's Rates New Sr. Unsecured Notes 'Ba1' --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Diamondback Energy, Inc.'s proposed senior unsecured notes. Diamondback's other ratings, including its Ba1 Corporate Family Rating and positive outlook were unchanged. Net proceeds from this debt offering will be used to refinance Diamondback's 5.375% 2025 notes and to fund the tender offer purchase price for roughly $1.6 billion of acquisition debt. "This refinancing transaction will simplify Diamondback's capital structure, push out nearer maturities and lower interest costs," said Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: Diamondback Energy, Inc. Senior Unsecured Notes due 2023, Assigned Ba1 (LGD4) Senior Unsecured Notes due 2031, Assigned Ba1 (LGD4) Senior Unsecured Notes due 2051, Assigned Ba1 (LGD4) RATINGS RATIONALE The proposed notes will rank equally in right of payment with all of Diamondback's existing and future senior unsecured notes. Diamondback's senior unsecured notes are rated Ba1, the same as Ba1 CFR, given the company's unsecured capital structure, including its $2 billion committed revolving credit facility, which ranks pari passu with the unsecured notes. Diamondback's Ba1 CFR is supported by its high-quality production and reserves in the Permian Basin; low cost and oil-weighted assets that generate peer leading cash margins; high-graded and expanded drilling inventory from recent acquisitions that will increase portfolio durability and the ability to deliver organic growth; low financial leverage; and a history of conservative financial policies, including significant equity issuances for acquisitions. The CFR is restrained by Diamondback's singular geographic focus in the Permian Basin and significant undeveloped acreage and the associated high future capital requirements. The rating also considers Diamondback's organizational complexity and acquisitive history as well as its controlling ownership interest in the publicly traded Viper Energy Partners LP (Viper, Ba3 stable) and Rattler Midstream LP (Rattler, Ba2 stable) that have a combined market capitalization of over $4 billion and could be a source of alternative liquidity, if needed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The CFR could be upgraded if the company can maintain its strong capital efficiency, consistently generate free cash flow, and achieve its contemplated debt reduction goal. Specifically, if the company can sustain the leveraged full-cycle ratio (LFCR) above 2x, debt/PD reserves near $6/boe, and the RCF/debt ratio above 50%, an upgrade could be considered. The CFR could be downgraded if Diamondback significantly outspends operating cash flow, experiences a sharp decline in capital productivity, or debt funds dividends or share repurchases. More specifically, if the RCF/debt ratio falls below 35% or the LFCR falls below 1.5x, a downgrade could occur. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Diamondback Energy, Inc. is a Midland, Texas based publicly traded independent exploration and production company with operations in the Permian Basin in West Texas. DIEBOLD NIXDORF: Moody's Completes Review, Retains B3 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Diebold Nixdorf, 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. Diebold Nixdorf, Inc.'s B3 corporate family rating is constrained by the company's high debt leverage, modest free cash flow generation trends which somewhat limit financial flexibility, and secular challenges within the issuer's core automated teller machine market. The credit rating is supported by Diebold's leading market positions and a degree of revenue predictability associated with the company's software and services offerings that should partially mitigate challenges in the more mature hardware business. The principal methodology used for this review was Diversified Technology published in August 2018. DIGITAL ROOM: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Digital Room Holdings, 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. Digital Room Holdings, Inc.'s B3 corporate family rating is principally constrained by the company's high adjusted debt/EBITDA and near term macroeconomic pressures on its client base of small and medium sized businesses. DRI's credit quality is also negatively impacted by the company's small size, potential competitive pressures, and corporate governance concerns related to its ownership by H.I.G. Capital. DRI's credit profile is supported by the company's strong presence within its target market, solid customer relationships, and modest capital intensity. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. DUN & BRADSTREET: Moody's Completes Review, Retains B2 CFR ---------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Dun & Bradstreet Corporation (The) 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. Dun & Bradstreet's B2 corporate family rating is constrained by the company's relatively high debt/EBITDA levels, competitive challenges, and a degree of exposure to macroeconomic cyclicality. Additionally, the company's credit quality is negatively impacted by its concentrated equity ownership and board structure, which is a corporate governance risk, and potentially aggressive financial policies related to debt financed acquisitions. The company's credit quality is supported by Dun & Bradstreet's established business platform characterized by a very lengthy operating history, strong branding and market presence, and long-tenured relationships with a large, diverse customer base. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. DURRIDGE COMPANY: Seeks to Hire Parker & Associates as Counsel -------------------------------------------------------------- Durridge Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Parker & Associates LLC as its legal counsel. Parker & Associates will render these legal services: (a) advise the Debtor regarding its rights, duties and powers in the continued operation of the business and management of the assets; (b) advise the Debtor regarding any plan of reorganization; (c) represent the Debtor at all hearings; (d) prepare legal papers; (e) advise the Debtor and assist in the negotiation and documentation of financing agreements, debt and cash collateral orders and related transactions; (f) review and analyze the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; (g) advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of the estate; (h) assist the Debtor in connection with the potential disposition of any property; (i) advise the Debtor concerning the assumption, assignment, rejection, restructurings and recharacterization of executory contract and unexpired leases; (j) review and analyze the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; (k) commence and conduct any litigation necessary or appropriate to assert rights held by the Debtor and protect assets of the Debtor's Chapter 11 estate; and (l) perform other legal services. Parker & Associates will be compensated on an hourly basis and will seek reimbursement for out-of-pocket expenses incurred. Nina M. Parker, Esq., an attorney at Parker & Associates, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nina M. Parker, Esq. Parker & Associates LLC 8 Winchester Place, Suite 204 Winchester, MA 01890 Telephone: (781) 729-0005 Facsimile: (781) 729-0187 Email: nparker@ninaparker.com About Durridge Company Durridge Company Inc., a company that designs and sells radon detection equipment, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 21-40187) on March 15, 2021. Wendell Clough, president, signed the petition. In the petition, the Debtor disclosed total assets of $354,112 and total liabilities of $2,182,277. Judge Christopher J. Panos oversees the case. Nina M. Parker, Esq., at Parker & Associates LLC serves as the Debtor's counsel. EAB GLOBAL: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of EAB Global, 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. EAB Global, Inc.'s B3 corporate family rating is principally constrained by the company's elevated debt/EBITDA levels, limited financial flexibility and refinancing risk, and EAB's business concentration in the U.S. higher education market which continues to grapple with near term financial and operational disruptions relating to the coronavirus outbreak. However, EAB's credit rating is supported by the company's strong position within its target market niche and relative operational predictability provided by the company's subscription-based business model. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. ECL ENTERTAINMENT: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to ECL Entertainment, LLC (ECL). A B2 was assigned to the company's proposed $325 million 7-year senior secured term loan. A Ba2 was assigned to ECL's proposed $20 million 5-year priority revolving credit facility that will be undrawn at closing. The outlook is stable. ECL owns and operates Kentucky Downs, LLC (a.k.a the "Mint at Kentucky Downs"), an existing horse racetrack and 1,100 Historical Horse Racing ("HHR") machine facility on the border of Tennessee and Kentucky. Proceeds from the proposed term loan will be used to refinance $139 million of ECL's existing debt, and help fund $147 million of growth initiatives. These initiatives include a new 114 room $50 million Marriott-branded hotel, convention center and R.V. park at Kentucky Downs, a $10 million HHR machine buy-back, a new $35 million 500-machine HHR extension facility in Bowling Green, KY, and $52 million to build two properties at a 70% ECL-owned joint venture that will be part of the restricted borrowing group. The joint venture is 5% owned by Keeneland and 25% owned by a local investor group. The entity will be developing a horse racetrack and 50-100 HHR machines at Cumberland Run, and Proceeds from the new term loan will also provide for a fully funded $29 million interest reserve that will cover the 12-month planned construction period. The following ratings/assessments are affected by the action: New Assignments: Issuer: ECL Entertainment, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD1) Senior Secured Term Loan B, Assigned B2 (LGD4) Outlook Actions: Issuer: ECL Entertainment, LLC Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR considers Moody's expectations that ECL's existing operations will generate positive free cash flow of between $30 and $35 million during most of the construction period because interest is being funded from the interest reserve account for the first 12 months. Moody's assumes in this projection that Kentucky Downs' performance will be in line with the run rate experienced since the expansion of 350 HHR machines was completed in September 2020. The cash flow will be enough to cover the $29 million of pro forma annual interest related to the term loan in the very unlikely scenario that the expansion projects do not generate any earnings. Moody's also views ECL's projected debt-to-EBITDA leverage assuming a full year of earnings generated by the expansion projects as manageable, at about 5.0x. Also considered favorably is that all growth related construction will be fully-funded from the proceeds of the term loan and subject to a construction disbursement account, and that there will be credit support in the form of a fully funded interest reserve through the first 12-months following the debt offering. Other favorable credit attributes include the fact that Kentucky Downs is the closest gaming facility to Nashville, TN, a major metropolitan area along with the fact that on February 22, 2021, Kentucky HHR machines as a legal form of pari-mutuel wagering. This legalization follows years of dispute challenging the status of HHR machines despite the fact that Kentucky has authorized HHR gaming for approximately 10 years through the Kentucky Horse Racing Commission. Credit concerns include the relatively small size of ECL in terms of revenue and very concentrated revenue in three properties along the Kentucky-Tennessee border. The company estimates the three construction projects will contribute approximately 43% of the stabilized run rate adjusted EBITDA when the facilities are completed by the third quarter of 2022. The company reported only $85 million of consolidated revenue for the fiscal year ended Dec. 31, 2020. Total revenues will increase once the expansion projects are complete, but will still be considered very small, at about $200 million. Also considered are the inherent risks in the expansion projects such as delays, cost overruns, and a lower than expected initial ramp up and longer-term return-on-investment performance, any and all of which can unfavorably alter leverage and free cash flow expectations. The B2 assigned to the proposed term loan considers that the term loan will comprise almost all the debt capital structure of ECL. The Ba2 assigned to the proposed revolver, which is secured on an equal and ratable basis with the term loan, recognizes that its claim on proceeds ranks ahead of the term loan in the event of liquidation and. as a result, will have a considerable amount of loss absorption provided by the term loan. 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 ECL 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 ECL'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 ECL remains vulnerable to the outbreak continuing to spread. The management team has good experience in the gaming industry including project development. Moody's views financial policies as aggressive under ownership by a group of investors led by founders Marc Falcone and Ron Winchell with a majority of the capital utilized coming from debt. The investor group originally formed the company in March 2019 to purchase Kentucky Downs. Leverage is extremely high based only on the current operations of Kentucky Downs but is more moderate incorporating projected earnings from the development projects. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable rating outlook considers that despite its small size, the company has existing assets that generate earnings and positive free cash flow assuming Kentucky Downs' EBITDA remains roughly in line with performance since the Phase I HHR expansion was completed in September 2020. The stable rating outlook also considers that financial covenant testing does not begin until the full second quarter following the completion of ECL's planned expansion projects (about 18 months from closing), and that the company cannot raise additional debt during that same period. Financial covenants will include a maximum first lien net leverage ratio subject to equity cure provisions, although the ratio level has not yet been established. Ratings could be upgraded once the expansion is complete and ECL demonstrates the ability to cover its incremental fixed charges related to the construction and development projects, generate consistent and comfortably positive free cash flow, and maintain debt/EBITDA at or below 4.0x. Ratings could be downgraded if there is any delay in construction, the construction budget is increased materially for any reasons, or there is a decline in the company's EBITDA performance from existing assets. A deterioration in liquidity or an inability to reduce and sustain debt-to-EBITDA below 5.0x factoring in the anticipated earnings from the development projects could also lead to a downgrade. The proposed first lien credit agreement contains provisions for incremental debt capacity up to the greater of (i) $30 million initially, increasing to $75 million when the Minimum Facilities Condition is met at developments other than Corbin Racetrack for two fiscal quarters and (ii) (upon satisfaction of the Minimum Facilities Condition described above) 100% of EBITDAM, plus an additional amount (following satisfaction of the same condition) subject to a pro forma first lien net leverage ratio not to exceed 4.0x. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Subsidiary guarantors must provide guarantees whether or not wholly-owned; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Gaming Methodology published in October 2020. ECL is a privately-owned, regional gaming company focused on the Nashville, Knoxville and Southern Kentucky markets. ECL was formed in March 2019 by an investor group led by Marc Falcone and Ron Winchell. The company owns and operates Kentucky Downs, LLC (a/k/a the "Mint at Kentucky Downs"), an existing horse racetrack and 1,100 Historical Horse Racing machine ("HHR") facility on the border of Tennessee and Kentucky and the closest gaming facility to Nashville, TN. Net revenue for the fiscal year-ended Dec. 31, 2020 was about $85 million and is projected to be over a $200 million run rate upon completion of planned construction projects in 2022. EDELMAN FINANCIAL: Moody's Affirms 'B3' Corp. Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed The Edelman Financial Engines Center, LLC's B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's announced dividend recapitalization transaction. Moody's assigned a B2 senior secured debt rating to the expected $2,226 million 1st Lien Term Loan due March 2028. The 1st Lien includes a $800 million upsizing and maturity extension from the existing $1,426 million 1st Lien Term Loan due July 2025. Moody's also assigned a B2 senior secured debt rating to the expected $150 million Revolving Credit Facility (RCF) due March 2026. The RCF includes a maturity extension from the existing $150 million RCF due July 2023. Moody's affirmed the Caa2 rating on the expected $575 million 2nd Lien Term Loan due July 2026, inclusive of the $100 million upsizing from the existing amount of $475 million. The rating outlook remains stable. The ratings on the existing 1st Lien Term Loan and RCF will be withdrawn upon closing of the transaction. Edelman plans to use net proceeds from the debt issuance plus cash on the balance sheet to fund a dividend distribution of up to $1.25 billion to private equity funds affiliated with Hellman & Friedman, the company's private equity sponsor. The following rating actions were taken: Issuer: Edelman Financial Engines Center, LLC (The) Corporate Family Rating -- affirmed at B3 Probability of Default Rating -- affirmed at B3-PD $475 million 2nd Lien Term Loan, due July 2026 - affirmed at Caa2 $2,226 million 1st Lien Term Loan, due March 2028 -- assigned at B2 $150 million revolving credit facility, due March 2026 -- assigned at B2 Outlook Action: Issuer: Edelman Financial Engines Center (The) Outlook: Stable RATINGS RATIONALE Edelman's B3 CFR reflects the company's high leverage, the sensitivity of its revenue to equity market volatility, and elevated risk from debt-funded recapitalizations. The company, however, has a leading market position in the 401(k) and retail managed account space, a flexible cost structure, low capital requirements and favorable organic asset under management (AUM) growth trends. Leverage, as measured by debt/EBITDA, is expected to increase to 8x from 5.5x based on 2020 EBITDA following the planned dividend recapitalization. The rise in leverage reverses a deleveraging trend throughout 2020 which was supported by solid organic AUM growth, resulting in strong net revenues and earnings. The strong market rebound in 2020 further supported those trends. Moody's expects Edelman's fee revenue will continue to grow, driven by organic asset growth initiatives and stable to moderately growing equity markets, translating into healthy EBITDA growth and free cash flow generation, which Moody's expect will restore balance sheet liquidity and drive deleveraging over the remainder of 2021 and 2022. EBITDA growth and free cash flow generation are key credit strengths that support the rating. The dividend recapitalization highlights the material governance and financial policy risks that face creditors of private equity-sponsored businesses. Specifically, the aggressive use of leverage and existing balance sheet liquidity to fund large shareholder dividends is negative for creditors. Further, this is the second such transaction that Moody's has observed in recent years, a pattern which will continue to negatively influence Moody's assessment of Edelman's governance, financial, and risk policies and will likely constrain upside in the rating from improvements in the company's fundamental credit profile. The stable outlook reflects' Moody's view that revenue and earnings growth will drive leverage to below 7.5x debt-to-EBITDA over the next 12 to 18 months. STRUCTURAL CONSIDERATIONS The first lien senior secured term loan and revolving credit facility are rated B2, one notch above the CFR, reflecting the seniority ranking above the Caa2-rated $575 million second lien term loan. Moody's have positioned the rating of the first lien term loan above the CFR, even though the second lien term loan matures before the first lien loan, because Moody's expect the company to refinance the second lien term loan ahead of its maturity. If the company does not extend the second lien term loan's tenor ahead of its scheduled maturity, Moody's will likely review the positioning of the first lien term loan rating relative to the CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a negative outlook or downgrade of Edelman's ratings include 1) debt-to-EBITDA above 7.5x for a sustained period; 2) declines in customer acquisition rates and retention rates as well as fee rates or 3) sustained weakening of the company's liquidity profile. Factors that could lead to an upgrade of Edelman's ratings include 1) debt-to-EBITDA sustained below 5.5x; 2) high single-to double-digit revenue growth rate; or 3) pre-tax income margin above 15% on a consistent basis. With roots going back over three decades, Edelman Financial Engines, LLC is one of the largest 401(k) managed account and independent Registered Investment Advisor firms providing integrated financial planning and investment management services in the United States. As of December 31, 2020, Edelman had $260 billion of assets under management. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. ESH HOSPITALITY: Moody's Puts Ba3 CFR Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service has placed ESH Hospitality, Inc.'s ratings on review for downgrade, including its Ba3 senior unsecured debt and corporate family rating, and its Ba2 senior secured bank credit facility. The Speculative Grade Liquidity Rating is SGL-3. The outlook has been changed to ratings under review from negative. The rating action follows the announcement that ESH and its parent, Extended Stay America, Inc. ("ESA") (ESH and ESA collectively hereafter referred to as the "Company") have signed a definitive agreement to be acquired by a 50/50 joint venture between funds managed by Blackstone Real Estate Partners and Starwood Capital Group in an all-cash transaction valued at approximately $6 billion. The acquisition heightens ESH's risk profile. During the review, Moody's will assess the implications of the merger for ESH's existing creditors, including the potential impacts on leverage, liquidity and capital policy. The acquisition is expected to close in Q2 2021 and is contingent upon the approval of the Company's stockholders. The transaction has been approved by the Company's Board of Directors. On Review for Downgrade: Issuer: ESH Hospitality, Inc. Senior unsecured debt placed on Review for Downgrade, currently Ba3 Corporate family rating placed on Review for Downgrade, currently Ba3 Senior secured bank credit facility placed on Review for Downgrade, currently Ba2 Outlook Action: Issuer: ESH Hospitality, Inc. Outlook changed to Rating Under Review from Negative RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The Ba3 corporate family rating reflects ESH's strong market position in the mid-price extended stay lodging segment. The REIT benefits from the less operating-intensive nature of this lodging segment due to longer average length of stay, lower levels of service, and resultant higher profitability. With 564 properties, ESH enjoys a wide geographic footprint encompassing 40 states across the United States. Counterbalancing these positive credit factors, all of ESH's properties are managed under a single brand, creating a concentration risk. The REIT's liquidity is adequate but constrained by lumpy debt maturities, with 100% of funded debt coming due between 2025-2027. The rating is also tempered by the volatility inherent in the lodging economic cycle as well as intense competition from a number of lodging chains owned by well capitalized leading hotel operators with vast marketing expertise and resources. For the full year 2020, ESH's comparable system-wide RevPAR declined 16.1%, which was significantly better than the roughly 50% decline experienced by the industry and the approximately 30% decline experienced by mid-price extended stay competitors. This highlights the resiliency of ESH's business model. The REIT generated positive free cash flow even while investing in new build CapEx, renovations, and continues to invest in its hotels in the normal course of business. ESH's speculative grade liquidity of SGL-3 is supported by a cash balance of $376 million and a $350 million committed secured revolver (maturing in September 2024), that was fully available at year-end 2020. The REIT's liquidity position is also supported by internally generated cash flows, but constrained by a lumpy debt maturity schedule. ESH also has access to an unsecured intercompany credit facility provided by its parent, Extended Stay America, Inc. that expires in September 2026 and allows ESH to borrow up to $300 million. Aside from the secured revolver expiring in 2024, ESH does not have any debt maturities until 2025. However, the REIT's debt maturity profile is lumpy, with 100% of its funded debt coming due between 2025 and 2027. Moody's review for downgrade will focus on the risks to ESH's existing creditors resulting from the proposed sale of the Company, specifically the impacts it has on ESH's risk profile including funding strategy, leverage profile and any changes to the hotel management contract with ESA that would pressure ESH's prospective profitability. Given the direction of the ratings review, positive rating movement is unlikely. ESH' ratings could be confirmed upon the conclusion of the review if Moody's were to assess that the benefits from the proposed sale of the Company would allow for better capital access without an increase in the risk profile of ESH. Moody's review is unlikely to conclude until after the deal has received shareholders' approvals and the transaction closes. The REIT's management team anticipates this will occur in Q2 2021. ESH Hospitality, Inc., a REIT subsidiary of Extended Stay America, Inc. headquartered in Charlotte, N.C., owns its parent company's 564 hotels in the U.S. comprising approximately 62,700 rooms. The company's brand, Extended Stay America(R), serves the mid-priced extended stay segment The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. FIRST BRANDS: Moody's Hikes CFR to B2 & Rates $1.4BB Term Loan B1 ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of First Brands Group, LLC including its corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD and the senior secured rating to B2 from B3. The rating outlook is stable. Moody's assigned a B1 to First Brands proposed $1.425 billion first lien secured term loan and a Caa1 to the proposed $540 million second lien secured term loan. The ratings upgrade reflects Moody's expectation that First Brands will sustain sufficient, and measurable, cost synergies from its acquisitions to sustain debt/EBITDA below 5.5x, generate meaningful free cash flow, and that the size and pace of future acquisitions will be more restrained. First Brands now has a sizeable enough position as a manufacturer of largely non-discretionary auto aftermarket products (wipers, filters, etc.) to maintain key retail and distribution relationships and to benefit from recovering trends in vehicle miles traveled. As the $1.965 billion of proceeds from the new first and second lien debt will refinance the existing term debt, Moody's will withdraw its B2 rating on the existing first lien term loan upon close. The following rating actions were taken: Upgrades: Issuer: First Brands Group, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Secured Term Loan due 2024, Upgraded to B2 (LGD3) from B3 (LGD3) Assignments: Issuer: First Brands Group, LLC Senior Secured 1st Lien Term Loan due 2027, Assigned B1 (LGD3) Senior Secured 2nd Lien Term Loan due 2028, Assigned Caa1 (LGD5) Outlook Actions: Issuer: First Brands Group, LLC Outlook, Remains Stable RATINGS RATIONALE First Brands' ratings reflect the company's now large scale as a predominately automotive aftermarket parts supplier, but which has been achieved through several fully-debt funded acquisitions over a relatively short-time period. Over the past two years, First Brands has executed six acquisitions of relatively underperforming assets which have increased the company's revenue four-fold. The acquisitions reflect an aggressive financial policy as they have been debt-funded for a total of about $1.4 billion. Moody's anticipates that First Brands will remain opportunistic over the near-term, but expects the pace and relative scale of acquisitions to slow as First Brands concentrates on integration. First Brands' relatively good margin profile has been largely supported by substantial cost saving initiatives post-acquisition, primarily through facilities consolidation and procurement efficiencies. Moody's expects First Brands to maintain certain efficiencies as a significantly larger company. However, the company's short track record operating at an increased scale creates uncertainty over the quality of earnings and ongoing execution risk to demonstrate the sustainability of these savings and cost structure over the longer-term. First Brands' business mix on a pro forma basis is heavily weighted towards routine aftermarket maintenance at over 80% of revenues. This should provide the company with a generally stable revenue base of replacement parts demand as vehicle miles traveled continue to recover from lows during the pandemic in 2020. Many of First Brands' products, including wipers and filters, are largely lower-priced and non-discretionary in nature, and the company maintains a favorable market positions across its branded products including good presence at the retail level. The stable outlook reflects Moody's expectation that First Brands will maintain financial leverage around the low 5x debt/EBITDA level through a continuing realization of cost savings. In addition, the outlook considers First Brands sustaining a strong level of free cash flow. First Brands is expected to maintain adequate liquidity. Moody's expects the company to generate at least $100 million in free cash flow in 2021 with improving demand and realization of ongoing cost savings, offset by cash costs to achieve those savings. This free cash flow comfortably covers the $14 million of annual debt amortization. Moody's expects First Brands to maintain a moderate amount of cash with cash flow directed towards acquisitions. First Brands maintains a $250 million asset-based facility (ABL) that is expected to remain undrawn and for the borrowing base to support full availability. The proposed secured term loans are anticipated to not have any financial maintenance covenants. There is an elevated governance and key man risk -- as First Brands' CEO maintains full ownership of the company. Given the sole ownership structure of First Brands, event risk remains heightened as the company continues an active inorganic growth strategy that has been fully debt-funded and execution risk grows as the company diversifies and increases in scale. In addition, Moody's anticipates ongoing improvement in the company's quality of earnings and financial controls as it operates as a company of significant scale. As a primarily aftermarket automotive supplier, First Brand's environmental risk exposure is viewed as manageable although longer-term trends towards more electrified vehicles will certainly pressure volumes on several of the company's products including oil filters and fuel pumps. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if First Brands demonstrates a less aggressive financial policy of debt-funded acquisitions and sustains its realized cost savings and synergies at its current scale such that EBITA margins exceed 20%. The ratings could also be upgraded if debt/EBITDA approaches 4x and a good liquidity profile is maintained with free cash flow to debt in the high single digit range. The ratings could be downgraded if Moody's anticipates inability for the company to maintain cost savings, and monitored through reported results, or expects a material deterioration in EBITA margins. Metrics that could indicate pressure on the rating include free cash flow to debt below 3% or debt/EBITDA sustained above 6x. The ratings could also be downgraded if First Brands engages in any outsized acquisition or expansion away from its core product space. The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2021. First Brands Group, LLC, headquartered in Cleveland, OH, is a leading manufacturer and distributor of primarily aftermarket component parts for the automotive and other industrial equipment markets. The company's products include wipers, air and oil filters, water and fuel pumps, brake drums and rotors, spark plugs and gas springs. FLORIDA ENTERTAINMENT: Gets OK to Tap Ziegler Diamond as Counsel ---------------------------------------------------------------- Florida Entertainment Group LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Ziegler Diamond Law Firm as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property and financial affairs; (b) prepare and present legal papers; (c) perform all other bankruptcy legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Managing Attorney $350 Associate Attorneys $250 Law Clerk $150 Paralegals $110 Receptionists/Legal Assistants $75 The retainer fee is $12,000. The firm and its attorney, Michael Ziegler, Esq., do not represent any interest adverse to the Debtor, according to court papers filed by the firm. The Law Office of Michael A. Ziegler can be reached through: Michael A. Ziegler, Esq. Law Office of Michael A. Ziegler, P.L. 2561 Nursery Road, Ste A Clearwater, FL 33764 Telephone: (727) 538-4188 Facsimile: (727) 362-4778 Email: bankruptcy@attorneydebtfighters.com About Florida Entertainment Group Florida Entertainment Group LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00478) on Feb. 1, 2021, listing under $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. The Debtor tapped the Ziegler Diamond Law Firm, led by Michael A. Ziegler, Esq., as its legal counsel. FRANCIS FARMS: Seeks Approval to Hire Bankruptcy Attorney --------------------------------------------------------- Francis Farms Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Massachusetts to employ Gary Cruickshank, Esq., an attorney practicing in Boston, Mass., to handle its Chapter 11 case. Mr. Cruickshank will render these legal services: (a) assist and advise the Debtor in the formulation and presentation of a plan of reorganization and disclosure statement; (b) advise the Debtor regarding its duties and responsibilities; and (c) perform such other legal services as may be required in the Debtor's bankruptcy case. Prior to the petition date, the attorney received $10,000 retainer fee. Mr. Cruickshank and his paraprofessionals will be billed at $425 per hour and $175 per hour, respectively. Mr. Cruickshank disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 Telephone: (617) 330-1960 Email: gwc@cruickshank-law.com About Francis Farms Holdings Francis Farms Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 21-10273) on March 3, 2021. David Cascioli, manager, signed the petition. In the petition, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. Gary W. Cruickshank, Esq., serves as the Debtor's legal counsel. FREMONT HILLS: Seeks to Hire Farsad Law Office as Legal Counsel --------------------------------------------------------------- Fremont Hills Development Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Farsad Law Office, PC as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of the business and management of the Debtor's property; (b) take necessary action to avoid any liens against the Debtor's property; (c) assist, advise and represent the Debtor in consultations with creditors regarding the administration of its Chapter 11 case; (d) advise and take any action to stay foreclosure proceedings against any of the Debtor's properties; (e) prepare legal papers; (f) prepare a disclosure statement and plan of reorganization, and represent the Debtor at any hearing to approve the disclosure statement and to confirm the plan; (g) assist the Debtor in any manner relevant to a review of any contractual obligations, and asset collection and dispositions; (h) prepare documents relating to the disposition of assets; (i) advise the Debtor on finance and finance-related matters and transactions and matters relating to the sale of its assets; (j) advise the Debtor on any issues associated with the case; (k) assist the Debtor in the negotiation, formulation, preparation and submission of any plan of reorganization and disclosure statement; (l) provide other necessary advice and services as the Debtor may require in connection with the case; (m) prepare status conference statements, and appear at all court hearings; and (n) obtain the necessary court approval of the disclosure statement and solicit ballots for plan confirmation. The firm's attorneys and staff will be paid at these rates: Arasto Farsad $350 per hour Nancy Weng $350 per hour Paralegals $100 per hour In addition, the firm will receive reimbursement for expenses incurred. Nancy Weng, Esq. and Arasto Farsad, Esq., attorneys at the Farsad Law Office, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Arasto Farsad, Esq. Nancy Weng, Esq. Farsad Law Office, PC 1625 The Alameda Suite 525 San Jose CA 95126 Telephone: (408) 641-9966 Facsimile: (408) 866-7334 Email: farsadlaw1@gmail.com About Fremont Hills Development Corporation Fremont Hills Development Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-50240) on Feb. 24, 2021, listing under $1 million in both assets and liabilities. Jae Ryu, chief financial officer, signed the petition. Judge Stephen L. Johnson oversees the case. Farsad Law Office, PC serves as the Debtor's legal counsel. GLOBAL NV: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Global NV Corp 225 Union Blvd Ste 250 Lakewood, CO 80228-1574 Chapter 11 Petition Date: March 23, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-11388 Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Jon B. Clarke, Esq. JON B. CLARKE, P.C. 18 S Wilcox St Ste 200 Castle Rock, CO 80104-1968 Tel: (303) 779-0600 E-mail: jclarke@clarkepclaw.com Total Assets: $1,458,373 Total Liabilities: $6,019,273 The petition was signed by Brad J. Wyatt, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/52HCTOQ/Global_NV_Corp__cobke-21-11388__0005.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QIHRPWA/Global_NV_Corp__cobke-21-11388__0001.0.pdf?mcid=tGE4TAMA GOGO INC: Signs Agreements to Swap $28.2 Million Notes for Equity ----------------------------------------------------------------- Gogo Inc. entered into separate, privately negotiated exchange agreements with certain existing holders of the Company's 6.00% Convertible Senior Notes due 2022, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. Pursuant to the Agreements, a total of $28,235,000 aggregate principal amount of Notes will be exchanged for shares of the Company's common stock, par value $0.0001 per share. Following consummation of the transactions contemplated by the Agreements, $208,514,000 aggregate principal amount of Notes will be outstanding. The number of shares of common stock issuable pursuant to the Agreements is to be calculated based on the volume weighted average price of the common stock for the three trading days following the date of the Agreements (the "VWAP"), at a rate, per $1,000 of exchanged Notes, equal to the quotient of (1) sum of (A) the product of (i) the conversion rate of the Notes and (ii) $11.18, and (B) the Incremental Conversion Value, and (2) the VWAP. The Incremental Conversion Value, as defined in Agreements, is equal to the sum of (1) $135.00 and (2) the product of (A) the difference of (i) the VWAP and (ii) $11.18, (B) the conversion rate of the Notes and (C) 0.9. Closing of the transactions contemplated by the Agreements is expected to occur on or about March 25, 2021, subject to the satisfaction of certain closing conditions. The issuance of the Exchange Shares will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. About Gogo Inc. Gogo Inc. -- http://www.gogoair.com-- is an inflight internet company that provides broadband connectivity products and services for aviation. It designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services are installed on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo Inc. reported a net loss of $250.04 million for the year ended Dec. 31, 2020, compared to a net loss of $146 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $673.58 million in total assets, $1.31 billion in total liabilities, and a total stockholders' deficit of $641.11 million. * * * As reported by the TCR on Sept. 4, 2020, Moody's Investors Service changed Gogo Inc.'s outlook to positive from stable following the company's announcement that it had agreed to sell its commercial aviation (CA) business to Intelsat Jackson Holdings S.A. Concurrently, Moody's affirmed Gogo's Caa1 corporate family rating. GREENEDEN US II: Moody's Completes Review, Retains B3 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Greeneden U.S. Holdings 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. Greeneden U.S. Holdings II, LLC's B3 corporate family rating is constrained by the company's elevated debt/EBITDA levels, ongoing competitive challenges, exposure to fluctuating IT spending budgets, and corporate governance and financial strategy concerns. These risks are partially offset by the company's strong market position, longstanding customer relationships, and relatively predictable business trends. The principal methodology used for this review was Software Industry published in August 2018. HELIOS SOFTWARE: Moody's Completes Review, Retains B2 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Helios Software Holdings, 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. Helios Software Holdings, Inc.'s B2 corporate family rating is principally constrained by high debt/EBITDA levels, relatively limited scale, competitive pressures, and corporate governance risks with respect to potentially aggressive financial strategies given the borrower's concentrated ownership by ION Investment Group. The credit rating is supported by Helios' solid market position with its niche, a largely subscription based sales model that provides a degree of business predictability, and healthy free cash flow production. The principal methodology used for this review was Software Industry published in August 2018. HENRY ANESTHESIA: Chapter 11 Trustee Gets OK to Hire Counsel ------------------------------------------------------------ Tamara Miles Ogier, the appointed Subchapter V trustee in the Chapter 11 case of Henry Anesthesia Associates, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Ogier, Rothschild & Rosenfeld, PC as her attorney. The trustee requires legal assistance to help administer the Debtor's distributions and pursue retained actions against certain individuals and entities. The hourly rates of the firm's counsel and staff are as follows: Tamara Miles Ogier $425 - $470 Allen Rosenfeld $425 - $470 Kathleen Steil $325 - $390 William L. Rothschild $450 - $525 Paralegal $155 - $200 Allen Rosenfeld, Esq., a partner at Ogier, Rothschild & Rosenfeld, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Allen P. Rosenfeld, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Telephone: (404) 525-4000 Email: apr@orratl.com About Henry Anesthesia Associates Henry Anesthesia Associates LLC is a Stockbridge, Ga.-based for-profit limited liability company, which provides anesthesiology services. Henry Anesthesia Associates filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-68477) on July 28, 2020. It first sought bankruptcy protection (Bankr. N.D. Ga. Case No. 19-64159) on Sept. 6, 2019. In the petition signed by Kenneth Mims, M.D., manager, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Judge Lisa Ritchey Craig presides over the case. The Debtor tapped Jones & Walden, LLC as its bankruptcy counsel and Moorman and Pieschel, LLC as its corporate counsel. Tamara Miles Ogier was appointed as Subchapter V trustee in the Debtor's Chapter 11 case. Ogier, Rothschild & Rosenfeld, PC serves as her attorney. Stonebridge Accounting & Forensics, LLC is her accountant. HENRY ANESTHESIA: Chapter 11 Trustee Gets OK to Tap Accountant -------------------------------------------------------------- Tamara Miles Ogier, the appointed Subchapter V trustee in the Chapter 11 case of Henry Anesthesia Associates, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Stonebridge Accounting & Forensics, LLC as her accountant. The trustee requires the assistance of an accountant in the preparation of the Debtor's tax returns and investigation of the existing tax issues involved in the case. Stonebridge Accounting & Forensics will be paid at the hourly rate of $255 for services performed. Spence Shumway, a partner at Stonebridge Accounting & Forensics, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Spence A. Shumway Stonebridge Accounting & Forensics LLC P.O. Box 1290 Grayson, GA 30017 Telephone: (770) 995-8102 Facsimile: (770) 995-8103 About Henry Anesthesia Associates Henry Anesthesia Associates LLC is a Stockbridge, Ga.-based for-profit limited liability company, which provides anesthesiology services. Henry Anesthesia Associates filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-68477) on July 28, 2020. It first sought bankruptcy protection (Bankr. N.D. Ga. Case No. 19-64159) on Sept. 6, 2019. In the petition signed by Kenneth Mims, M.D., manager, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Judge Lisa Ritchey Craig presides over the case. The Debtor tapped Jones & Walden, LLC as its bankruptcy counsel and Moorman and Pieschel, LLC as its corporate counsel. Tamara Miles Ogier was appointed as Subchapter V trustee in the Debtor's Chapter 11 case. Ogier, Rothschild & Rosenfeld, PC serves as her attorney. Stonebridge Accounting & Forensics, LLC is her accountant. HEXAGON AUTOMOTIVE: Seeks to Hire Michael Jay Berger as Counsel --------------------------------------------------------------- Hexagon Automotive, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as its legal counsel. The firm will render these legal services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; (f) respond to any motions filed in the Debtor's bankruptcy proceeding; (g) respond to creditor inquiries; (h) review proofs of claim filed in the Debtor's bankruptcy case; (i) object to inappropriate claims; (j) prepare notices of automatic stay in all state court proceedings in which the Debtor is sued during the pending of its bankruptcy proceeding; and (k) prepare a disclosure statement and Chapter 11 plan of reorganization for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Michael Jay Berger $595 Sofya Davtyan $495 Mark Domeyer $495 Debra Reed $435 Carolyn M. Afari $435 Samuel Boyamian $350 Senior Paralegals and Law Clerks $225 Bankruptcy Paralegals $200 The firm received a retainer of $15,000 from the Debtor. Mr. Berger, the sole owner of the Law Offices of Michael Jay Berger, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Hexagon Automotive Hexagon Automotive, LLC -- http://www.hexagoncompleteauto.com–- owns and operates a full-service auto repair shop. Hexagon Automotive sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-11880) on March 9, 2021. Ahmad P. Nawabi, managing member, signed the petition. In the petition, the Debtor disclosed total assets of $1,163,500 and total liabilities of $1,252,169. Judge Deborah J. Saltzman oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's counsel. HUSCH & HUSCH: Says Funding Negotiations with Quaker Ongoing ------------------------------------------------------------ Husch & Husch, Inc., submitted a First Amended Plan of Reorganization and a Disclosure Statement on March 16, 2021. The First Amended Disclosure Statement added the 9 members of Class 18 which shall be paid in full by using prepetition credits each holds to purchase product and services. These members are customers of Debtor, each of whom hold credits in the amounts indicated to be used toward post-confirmation purchases from Debtor. These credits were created prepetition date by a customer either prepaying or unintentionally overpaying for product or paying for product or services which were not delivered. The Plan provides that postconfirmation Debtor shall allow each of these customers to use their credits. The prepetition claim of Alegria & Co. in the amount of $13,906.69 was waived by creditor per signed waiver filed on April 8, 2020. The pre-petition claim of CFO Selections, LLC in the amount of $9,062.50 was waived by creditor per signed waiver filed on April 30, 2020. Debtor has been looking for financing to pay off Heritage Bank and set up a line of credit since before Heritage Bank began its suit. Debtor's representatives have inquired in various degrees of not less than 10 banks and/or financing companies. As of the date of this First Amended Disclosure Statement, Debtor is finalizing a loan and/or loans of sufficient amount to pay all creditors in full, with an additional one million dollar line of credit. The company to provide the funding is Quaker State Commercial Finance of Conshohocken, Pennsylvania. A letter of intent has been issued. However, certain terms are being negotiated. Debtor is fairly certain the loan(s) will be made. The Plan provides that Debtor shall continue to operate Debtor's Business. It provides Debtor 's representatives shall use their best efforts to expand its customer base, its income, and its profitability. The net income from Debtor's Business shall be used to pay creditors in full. Management of Debtor post-confirmation will be the primary responsibility of Allen Husch. He will be the final decision maker. Barry Warner, CPA and representative of Alegia & Company, assists Debtor with decisions. Additionally, Bruce Frazier, CPA of CFO Selections, Inc. helps Debtor with books and records, and helps prepare financial information. Mario Valencia is Debtor's Field Manager and General Manager. He presently manages Debtor's business out of the office. This shall be continued. A full-text copy of the First Amended Disclosure Statement dated March 16, 2021, is available at https://bit.ly/3tHiJme from PacerMonitor.com at no charge. The Debtor's counsel: KEVIN O'ROURKE DAN O'ROURKE SOUTHWELL & Oâ€™ROURKE, P.S. 960 Paulsen Center W. 421 Riverside Avenue Spokane, WA 99201 Tel: (509) 624-0159 About Husch & Husch Husch & Husch, Inc. -- http://www.huschandhusch.com/-- is a family-owned and operated agricultural chemical and fertilizer company located in Harrah, Washington. It provides conventional and organic fertilizers, micro nutrient technology, and chemicals to help make lawn, garden, agronomic crops, and fruit trees grow to their full potential. Husch & Husch was founded in 1937 by Pete Husch. Husch & Husch, Inc., based in Harrah, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 20-00465) on March 4, 2020. In the petition signed by CFO Allen Husch, the Debtor disclosed $12,284,732 in assets and $5,966,019 in liabilities. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., is the Debtor's bankruptcy counsel. INSPIREMD INC: Adjourns Special Meeting Until April 14 ------------------------------------------------------ InspireMD, Inc.'s special meeting of stockholders scheduled for and convened on March 17, 2021 has been adjourned to April 14, 2021, at 11:30 a.m., local time. The adjourned meeting will be held at the offices of Meitar | Law Offices, located at 16 Abba Hillel Road, Ramat Gan, Israel. A quorum was present for the authorization of the meeting of March 17, 2021, as there were present, in person or by proxy, a majority of all issued and outstanding shares of the Company's common stock entitled to vote at the Special Meeting. As of March 17, 2021, the stockholders entitled to vote at the Special Meeting had voted to approve the proposal to adjourn the Special Meeting (Proposal 2) for the purpose of continuing to solicit votes in favor of the proposals contained in the Company's proxy statement filed with the Securities and Exchange Commission on Feb. 11, 2021. About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $10.54 million for the year ended Dec. 31, 2020, compared to a net loss of $10.04 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $17.78 million in total assets, $5.61 million in total liabilities, and $12.16 million in total equity. INTERJET AIRLINES: Will Seek Bankruptcy Protection -------------------------------------------------- Bloomberg News, citing El Financiero, reports that the Mexican airline Interjet will seek bankruptcy protection in Mexico and the U.S., El Financiero reports that according to Interjet chairman Alejandro del Valle, said Interjet will seek Chapter 11 protection in the U.S. once the Mexico portion of the bankruptcy process is authorized. The bankruptcy protection process is called 'concurso mercantil' in Mexico and it will be aimed at getting as much as $1 billion from an investment fund. Lufthansa Consulting has agreed to inject $68 million. Del Valle said Interjet intends to pay $50 million it owes to suppliers. About Interjet Interjet is an international airline based in Mexico City carrying almost 14 million passengers annually within Mexico and between Mexico, the United States, Canada, Central, and South America. In all, it provides air service to 54 destinations in 10 countries offering its passengers greater connections and travel options through agreements with major airlines such as Alitalia, All Nippon Airways (ANA), American Airlines, British Airways, Emirates, Air Canada, LATAM Group, EVA Air, Iberia, Lufthansa, Hainan Airlines,Hahn Air, Qatar Airlines and Japan Airlines. As reported in the Troubled Company Reporter-Latin America on Sep. 3, 2019, Interjet Airlines re-iterated the airline is not in "technical bankruptcy" as erroneously reported by a financial news agency. Interjet Airlines is in a dispute with Mexico's Tax Administration Service (SAT), related to alleged taxes owed by the airline. An attempt by SAT to seize control of the airline's bank accounts in an effort to collect the alleged taxes was denied by the courts and the airline is in negotiation with the tax authorities to determine what back taxes are actually due. IPC CORP: Moody's Completes Review, Retains Caa2 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of IPC Corp. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on March 16, 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. IPC's Caa2 CFR reflects uncertainty regarding the sustainability of the debt capital structure given high financial leverage, limited free cash flow, and weak liquidity. IPC maintains a good competitive position and market share in the highly specialized trading communication technology sector, but the business model is experiencing a transition driven by technology evolution. Following revenue decline in fiscal 2020 (ended September), Moody's expects the company to return to modest growth in fiscal 2021. Moody's adjusted total leverage has declined in recent quarters but remains above 9x, and the near-term need to extend the revolving credit facility (maturing in May 2021) may involve a limited restructuring of the debt capital structure. The principal methodology used for this review was Diversified Technology published in August 2018. JADOOTV INC: Seeks to Expand Scope of Legal Counsel's Services -------------------------------------------------------------- JadooTV, Inc. filed an application seeking approval from the U.S. Bankruptcy Court for the Northern District of California to expand the scope of services of its legal counsel, Chan Punzalan, LLP. The application, if approved, would allow the law firm to represent the Debtor in the case styled Labbaik (Pvt) Ltd v. JadooTV, Inc., et al., Case No. 4:20-cv-05878-KAW, which was filed in the district court on Aug. 20, 2020. The firm seeks compensation for the services performed in the Labbaik suit in the amount of $812.50. Mark Punzalan, Esq., an attorney at Chan Punzalan, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Punzalan, Esq. Chan Punzalan LLP 22 Battery Street, Suite 401 San Francisco, CA 94111 Telephone: (650) 362-4150 Facsimile: (650) 362-4151 Email: mark@chanpunzalan.com About JadooTV Inc. JadooTV, Inc. -- https://jadootv.com/ -- is a consumer technology and services company, delivering live and on-demand entertainment to viewers through its Internet based set-top box (STB). JadooTV is a distributor of Internet based South Asian & Multicultural content, bringing television, movies, music and more to diaspora from India, Pakistan, Bangladesh, Afghanistan and Middle East. CloudStream Media is a cloud-based content & technology services company serving multicultural customers worldwide across all media channels and devices. CloudStream owns and operates JadooTV. JadooTV, Inc. and CloudStream Media filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 19-41283) on May 31, 2019. In the petitions signed by CEO Sajid Sohail, the Debtors each estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Jane Kim, Esq. at Keller & Benvenutti LLP, is serving as bankruptcy counsel to the Debtors. Chan Punzalan LLP, is special litigation counsel. JAMES B. THOMAS: Trustee Selling Gaithersburg Property for $275K ---------------------------------------------------------------- Michael G. Wolff, the Subchapter V Trustee of James B. Thomas, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the private sale of the real property located at 108 Middle Point Court, in Gaithersburg, Maryland, to Sumanee Gosakwattana for $275,000. Among the assets of the bankruptcy estate is the interest of the Debtor in Property more particularly described on the Debtor's Schedule A/B. The Debtor scheduled the value of the property as $290,000. Prior to the Trustee's assignment to the matter, the Debtor previously sought and gained the approval of the Court to retain Jason Wiles of the W&H Realty Group as the Estate's real estate agent, and Keller Williams Capital Properties as the Estate's broker to solicit offers to purchase the Property. The real estate agent, working with a previously appointed Trustee ("Trustee Curtis"), negotiated a contract for the sale of the Property to the Purchaser for the purchase price of $275,000, including a $3,000 deposit which is being held by Four Seasons Title. In addition, the Trustee has agreed to pay 50% of the transfer taxes, and will be responsible for all repairs to the Property pending receipt of a repair estimate from the Purchaser. At the time of settlement, the Purchaser will be credited $8,250 (3%) towards settlement costs. The Parties have executed their contract dated Oct. 6, 2021, as well as a seller contribution addendum dated Dec. 31, 2020. The Trustee seeks authority to pay the real estate agent, Jason Wiles of the W&H Realty Group, a commission in the amount of $16,500 (6%) of the gross proceeds of sale. The settlement date for the contract has been extended to April 15, 2021 as per the Addendum, pending approval of the Court. Trustee Curtis, the Debtor and his counsel and the real estate agent negotiated the terms of a private sale which will benefit the creditors of the estate. To the best of the Trustee's knowledge, information and belief, the Purchaser has no connection with the Trustee or any creditor, and the Purchaser is a good faith purchaser, and as such, is entitled to protection under 11 U.S.C. Section 363(m). The estate's accountant, Woodard & Associates, at the direction of the Trustee, calculated the capital gains and other related taxes that would be required to be paid as a result of the sale approved by the Court. The Accountant calculated that the taxes resulting from the sale of the Property will total $33,266. This amount will be deducted and retained by the estate prior to making payments towards the various liens on the Property. The sale will be free and clear of all liens, claims, encumbrances and interests. The Debtor's schedule D and the Amended Chapter 11 Plan filed in the case identified a first lien against the property serviced by Wells Fargo Home Mortgage which is owed approximately $3,168.01 as of Dec. 7, 2020. The Trustee proposes to pay off the full balance of this lien with the proceeds of the sale of the Property, as laid out in the Debtor's pending Amended Plan. The Debtor's schedule D and Amended Plan further identified a second priority deed of trust held by Naren Shahani against this Property and one other, totaling $548,938.36. The Trustee, after deduction of closing costs and payment of Wells Fargo's claim, proposes to pay Shahani the net proceeds of the sale, as laid out in the Debtor's Amended Plan. The remaining balance of Shahani's lien will be secured as a third priority deed of trust against a separate property owned by the Debtor. The Debtor's schedule D further identified a judgment lien held by Ethel Dawson totaling $52,736.85 that is attached to four properties owned by the Debtor, including this Property. As Shahani's lien will not be satisfied in full by their share of the proceeds in the sale, the Trustee does not propose to pay Dawson anything from the proceeds of the sale. The Debtor's schedule D further identified two judgment liens held by Thomas and Judith Demott totaling $319,113.08 that are attached to four properties owned by the Debtor, including this Property. As Shahani's lien will not be satisfied in full by their share of the proceeds in the sale, the Trustee does not propose to pay the Demotts anything from the proceeds of the sale. The Debtor's schedule D further identified a lien held by Martin Resnick totaling $183,879.81 that is attached to four properties owned by the Debtor, including this Property. As Shahani's lien will not be satisfied in full by their share of the proceeds in the sale, the Trustee does not propose to pay Resnick anything from the proceeds of the sale. The proceeds of the sale of the Property, after satisfaction of all valid liens and the costs of sale will be held by the Trustee pending the further Order of the Court. The Trustee requests that, if the sale to the Purchaser does not close, he be authorized to sell to a substitute purchaser without further notice so long as the contract has substantially the same or better terms. Finally, the Trustee asks the Court to waive any stay pursuant to Fed. R. Bankr. Proc. 6004(h). A copy of the Contract is available at https://tinyurl.com/yk3wnw59 from PacerMonitor.com free of charge. About James B. Thomas James B. Thomas filed a Voluntary Petition for Relief pursuant to Chapter 13 of the Bankruptcy Code on Sept. 26, 2019. On Jan. 27, 2020, the Debtor converted his case to a Chapter 11 Bankruptcy (Bankr. D. Md. Case No. 19-22866-LSS). On April 16, 2020, the Debtor filed an Amended Voluntary Petition Election to Proceed under Subchapter V of Chapter 11. On Jan, 14, 2021, Michael G. Wolff was assigned as the Chapter 11 Subchapter V Trustee in the matter. JAMES B. THOMAS: Trustee Selling Gaithersburg Property for $385K ---------------------------------------------------------------- Michael G. Wolff, the Subchapter V Trustee of James B. Thomas, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the private sale of the real property located at 104 Water Street, in Gaithersburg, Maryland, to Marco Antonio Castro for $385,000. Among the assets of the bankruptcy estate is the interest of the Debtor in Property more particularly described on the Debtor's Schedule A/B. The Debtor scheduled the value of the property as $373,434. Prior to the Trustee's assignment to the matter, the Debtor previously sought and gained the approval of the Court to retain Jason Wiles of the W&H Realty Group as the Estate's real estate agent, and Keller Williams Capital Properties as the Estate's broker to solicit offers to purchase the Property. The real estate agent, working with a previously appointed Trustee ("Trustee Curtis"), negotiated a contract for the sale of the Property to the Purchaser for the purchase price of $385,000, including a $3,000 deposit which is being held by Four Seasons Title. In addition, the Trustee has agreed to pay 50% of the transfer taxes, and will be responsible for all repairs to the Property pending receipt of a repair estimate from the Purchaser. At the time of settlement, the Purchaser will be credited $11,500 (3%) towards settlement costs. The Parties have executed their contract dated Jan. 6, 2021, as well as a seller contribution addendum dated March 11, 2020. The settlement date for the contract has been extended to April 15, 2021 as per the Addendum, pending approval of the Court. The estate's accountant, Woodard & Associates, at the direction of the Trustee, calculated the capital gains and other related taxes that would be required to be paid as a result of the sale approved by the Court. The Accountant calculated that the taxes resulting from the sale of the Property will total $38,998. This amount will be deducted and retained by the estate prior to making payments towards the various liens on the Property. The sale will be free and clear of all liens, claims, encumbrances and interests. The Debtor's schedule D filed in the case identified a first lien against the property serviced by JPMorgan Chase Bank which is owed approximately $72,440.58 as of Nov. 19, 2019. A claim for this amount was filed on Nov. 19, 2019 by Select Porfolio Servicing, Inc. (“SPS”), to whom Chase assigned the claim on Dec. 17, 2019. The Trustee proposes to pay off the full balance of this lien with the proceeds of the sale of the Property, as laid out in the Debtor's Amended Chapter 11 Plan. The Debtor's schedule D further identified a judgment lien held by Ethel Dawson totaling $52,736.85 that is attached to four properties owned by the Debtor, including this Property. As a member of a creditor class that is second in priority only to SPS as it relates to this Property, the Trustee proposes to pay the full balance of this lien with the proceeds of the sale of the Property, as laid out in the Debtor’s pending Amended Plan. The Debtor's schedule D further identified two judgment liens held by Thomas and Judith Demott totaling $319,113.08 that are attached to four properties owned by the Debtor, including this Property. The Demotts are third in priority as it relates to this Property. The Trustee proposes that the Demotts receive the remaining proceeds from the sale of this Property after the payment of all customary fees and costs associated with the sale. The Debtor's schedule D further identified a lien held by Martin Resnick totaling $183,879.81 that is attached to four properties owned by the Debtor, including this Property. Resnick is fourth in priority as it relates to this Property. As the Demotts' liens will not be satisfied in full by their share of the proceeds in the sale, the Trustee does not propose to pay Resnick anything from the proceeds of the sale. The Trustee seeks authority to pay the real estate agent, Jason Wiles of the W&H Realty Group, a commission in the amount of $23,100 (6%) of the gross proceeds of sale. The proceeds of the sale of the Property, after satisfaction of all valid liens and the costs of sale will be held by the Trustee pending the further Order of the Court. The Trustee requests that, if the sale to the Purchaser does not close, he be authorized to sell to a substitute purchaser without further notice so long as the contract has substantially the same or better terms. Finally, the Trustee asks the Court to waive any stay pursuant to Fed. R. Bankr. Proc. 6004(h). A copy of the Contract is available at https://tinyurl.com/hurp4yz5 from PacerMonitor.com free of charge. About James B. Thomas James B. Thomas filed a Voluntary Petition for Relief pursuant to Chapter 13 of the Bankruptcy Code on Sept. 26, 2019. On Jan. 27, 2020, the Debtor converted his case to a Chapter 11 Bankruptcy (Bankr. D. Md. Case No. 19-22866-LSS). On April 16, 2020, the Debtor filed an Amended Voluntary Petition Election to Proceed under Subchapter V of Chapter 11. On Jan, 14, 2021, Michael G. Wolff was assigned as the Chapter 11 Subchapter V Trustee in the matter. JAMES B. THOMAS: Trustee Selling Silver Spring Property for $380K ----------------------------------------------------------------- Michael G. Wolff, the Subchapter V Trustee of James B. Thomas, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the private sale of the real property located at 625 Eldrid Drive, in Silver Spring, Maryland, to Rafael Espinal for $379,900. Among the assets of the bankruptcy estate is the interest of the Debtor in Property more particularly described on the Debtor's Schedule A/B. The Debtor scheduled the value of the property as $363,827. Prior to the Trustee's assignment to this matter, the Debtor previously sought and gained the approval of the Court to retain Jason Wiles of the W&H Realty Group as the Estate's real estate agent, and Keller Williams Capital Properties as the Estate's broker to solicit offers to purchase the Property. The real estate agent, working with a previously appointed Trustee ("Trustee Curtis"), negotiated a contract for the sale of the Property to the Purchaser for the purchase price of $379,900, including a $3,000 deposit which is being held by Jacquies Title Group. In addition, the Trustee has agreed to pay the entirety of the transfer taxes. At time of settlement, the Purchaser will be credited $10,914.81 (3%) towards settlement costs. The Parties have executed their contract dated Jan. 15, 2021, as well as a seller contribution addendum dated Jan. 15, 2021. The settlement date for the contract has been extended to April 15, 2021, pending approval of the Court. Trustee Curtis, the Debtor, and the real estate agent negotiated the terms of a private sale which will benefit the creditors of the estate. To the best of the Trustee's knowledge, information and belief, the Purchaser has no connection with the Trustee or any creditor, and the Purchaser is a good faith purchaser, and as such, is entitled to protection under 11 U.S.C. Section 363(m). The Trustee asserts that the prior Trustee along with the Debtor negotiated with the creditors who hold liens against the Property. The affected secured creditors have consented to the sale of the Property under the terms provided in the Motion. The sale will be free and clear of all liens, claims, encumbrances and interests. The Debtor's schedule D and the Amended Chapter 11 Plan filed in the case identified a first lien against the property serviced by Bank of America and assigned to Specialized Loan Servicing LLC ("SLS") which is owed approximately $90,390.56 as of Dec. 27, 2019. The Trustee proposes to pay off the full balance of this lien with the proceeds of the sale of the Property, as laid out in the Debtor's Amended Plan that is pending with the Court. The Debtor's schedule D further identified a judgment lien held by Ethel Dawson totaling $52,736.85 that is attached to four properties owned by the Debtor, including this Property. As the Trustee has proposed to satisfy this lien in full within his motion to sell the real property located at 104 Water St., the Trustee does not propose to pay Dawson anything from the proceeds of this sale. The Debtor's schedule D further identified two judgment liens held by Thomas and Judith Demott totaling $319,113.08 that are attached to four properties owned by the Debtor, including this Property. The Trustee has previously proposed to satisfy part of this lien in his motion to sell the real property located at 104 Water St. Thereby, and the Trustee now proposes to satisfy the rest of the Demotts’ lien using the remaining proceeds from the sale of this Property after the payment of all customary fees, taxes, and costs associated with the sale. Should the proceeds of this sale fail to satisfy the liens in full, the Trustee proposes to designate the remaining balance of the lien as an unsecured claim. The Debtor's schedule D and the Amended Plan further identified a second priority deed of trust held by Lexington Place, LLC and Chantay Cooper against this Property totaling $85,336.38. Under the pending Amended Plan, this second priority lien is subordinate to the judgment liens held by Dawson and the Demotts, but is not subordinate to the judgment lien held by Martin Resnick. Should any funds remain from the proceeds of the sale after satisfying the liens of SLS and the Demotts, the Trustee proposes to satisfy the Lexington/Cooper lien using the remaining proceeds from the sale of the Property after the payment of all customary fees, taxes, and costs associated with the sale. Should the proceeds of this sale fail to satisfy the lien in full, the Trustee proposes to designate the remaining balance of the lien as an unsecured claim. The Debtor's schedule D further identified a lien held by Martin Resnick totaling $183,879.81 that is attached to four properties owned by the Debtor, including this Property. As per the pending Amended Plan, the Trustee considers Resnick's lien as subordinate to the judgment liens held by Dawson and the Demotts, as well as the lien held by Lexington/Cooper. As such, the Trustee proposes that Resnick will only receive payment towards his lien from the proceeds of this sale if funds remain after satisfying the liens held by SLS, the Demotts, and Lexington/Cooper. Should the proceeds of the sale fail to satisfy Resnick's lien in full, the Trustee proposes to designate the remaining balance of the lien as an unsecured claim. The estate's accountant, Woodard & Associates, at the direction of the Trustee, calculated the capital gains and other related taxes that would be required to be paid as a result of the prior sale approved by the Court. The Accountant calculated that the taxes resulting from the sale of the Property will total $45,488. This amount will be deducted and retained by the estate prior to making payments towards the various liens on the Property. The Trustee believes that confirmation of the pending Amended Plan would amount to consent by the lienholders, as well as the negotiations carried out by Trustee Curtis and the Debtor prior to the Trustee's appointment. The Trustee asks authority to pay the real estate agent, Jason Wiles of the W&H Realty Group, a commission in the amount of $22,794 (6%) of the gross proceeds of sale. The proceeds of the sale of the Property, after satisfaction of all valid liens and the costs of sale will be held by the Trustee pending the further Order of the Court. The Trustee requests that, if the sale to the Purchaser does not close, he be authorized to sell to a substitute purchaser without further notice so long as the contract has substantially the same or better terms. Finally, the Trustee asks the Court to waive any stay pursuant to Fed. R. Bankr. Proc. 6004(h). A copy of the Contract is available at https://tinyurl.com/2ehefhy7 from PacerMonitor.com free of charge. About James B. Thomas James B. Thomas filed a Voluntary Petition for Relief pursuant to Chapter 13 of the Bankruptcy Code on Sept. 26, 2019. On Jan. 27, 2020, the Debtor converted his case to a Chapter 11 Bankruptcy (Bankr. D. Md. Case No. 19-22866-LSS). On April 16, 2020, the Debtor filed an Amended Voluntary Petition Election to Proceed under Subchapter V of Chapter 11. On Jan, 14, 2021, Michael G. Wolff was assigned as the Chapter 11 Subchapter V Trustee in the matter. JAZZ ACQUISITION: Moody's Ups CFR to Caa1, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded the ratings for Jazz Acquisition, Inc. ("Wencor"), including the corporate family rating to Caa1 from Caa2 and probability of default rating to Caa1-PD from Caa2-PD. Concurrently, Moody's upgraded ratings for the company's senior secured first lien credit facilities to B3 from Caa1 and the senior secured second lien term loan to Caa3 from Ca. Moody's also changed the company's ratings outlook to stable from negative. The upgrades reflect Moody's expectations of more stable operating performance along with a gradual, albeit modest, improvement in sales and earnings beginning in the second half of 2021. The upgrades also reflect Moody's expectations that liquidity will remain adequate. Moody's anticipates modestly positive free cash flow that will preserve the company's current cash balance and that any revolver borrowings will be limited to small bolt-on acquisitions. This liquidity will provide the necessary degree of financial flexibility while the company looks to restore and grow earnings over the next few years. RATINGS RATIONALE The Caa1 corporate family rating reflects Wencor's modest size, high exposure to commercial aerospace markets, and elevated tolerance for financial risk. Moody's expects Wencor to continue to face lower volumes in its commercial aerospace aftermarkets due to disruptions from the coronavirus crisis. Earnings and credit metrics will continue to face pressure and remain weak through 2022. Moody's expects debt-to-EBITDA to remain around 10x over the next 18 months. Despite on-going earnings pressures, Moody's views Wencor as having sufficient financial flexibility. This is underpinned by the company's full access to its revolving credit facility and its long-dated capital structure. Moody's also recognizes the company's value-proposition that provides cost savings opportunities to its airline customers. The company's non-OEM aircraft parts are typically lower cost and its repair and distribution businesses are price competitive. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Wencor remains vulnerable to shifts in market demand and changing sentiment in these unprecedented operating conditions. The stable outlook reflects Moody's expectation of adequate liquidity along with modest sales and earnings growth beginning in the second half of 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include expectations of sustained earnings growth, improved cash flow and meaningful deleveraging, with debt-to-EBITDA being sustained below 7.5x Factors that could lead to a downgrade include expectations of weakening liquidity or an inability to sustainably grow earnings. The following summarizes the rating actions: Issuer: Jazz Acquisition, Inc. Corporate Family Rating, upgraded to Caa1 from Caa2 Probability of Default Rating, upgraded to Caa1-PD from Caa2-PD Senior secured first lien credit facilities, upgraded to B3 (LGD3) from Caa1 (LGD3) Senior secured second lien term loan, upgraded to Caa3 (LGD5) from Ca (LGD5) Outlook, changed to Stable from Negative Jazz Acquisition, Inc. ("Wencor") designs, repairs and distributes highly-engineered aftermarket components primarily for commercial airline and maintenance, repair and overhaul (MRO) customers. Headquartered in Peachtree City, Georgia and majority-owned by private equity firm Warburg Pincus. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. JO-ANN STORES: Moody's Raises CFR to B2, Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Jo-Ann Stores LLC.'s corporate family rating to B2 from Caa1, its probability of default rating to B2-PD from Caa1-PD, and its first lien term loan to B2 from Caa1. Concurrently, Moody's assigned a speculative grade liquidity rating of SGL-2. The outlook remains stable. The upgrade reflects social considerations including the company's better than expected operating performance during the COVID-19 pandemic. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The upgrade is further supported by governance considerations including the company's plan to repay its second lien senior secured term loan using proceeds from its recent initial public offering. Moody's estimates pro-forma debt/EBITDA of 3.8x for the fiscal year ending January 30, 2021 based on the completion of the equity offering and the repayment of its second lien loan. Jo-Ann has good liquidity evidenced by cash balances at the end of Q4 of $27 million and $86 million of borrowings on its $500 million revolving credit facility. Upgrades: Issuer: Jo-Ann Stores LLC. Probability of Default Rating, Upgraded to B2-PD from Caa1-PD Corporate Family Rating, Upgraded to B2 from Caa1 Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2 (LGD4) from Caa1 (LGD3) Assignments: Issuer: Jo-Ann Stores LLC. Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: Jo-Ann Stores LLC. Outlook, Remains Stable RATINGS RATIONALE Jo-Ann Stores LLC.'s B2 corporate family rating reflects the company's outperformance as consumer spending has shifted to favor its key core sewing and craft categories during the pandemic. The company's small size and the risk of business normalization as the pandemic subsides remain constraints to the rating. Governance risk is also a key rating constraint given the company's financial sponsor ownership, can lead to aggressive financial strategies. Jo-Ann has been supported by the demand for personal protective equipment such as face mask that is expected to continue, and the improving demand for do-it-yourself arts and crafts as well as its relatively higher margins relative to other retail segments and good liquidity. The company's essential service status enabled the vast majority of its stores to either remain fully open and or provide curbside and buy-online-pick-up-in-store services which mitigated the impact at the onset of the pandemic. The stable outlook reflects expectations that although consumer spending patterns will normalize over the next 12-18 months the company can maintain good liquidity and credit metrics reflective of its B2 rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rating could be upgraded to the extent the company increases its scale and continues to post consistent sales and operating earnings growth while maintaining good liquidity. Financial strategies would need to be balanced and sponsor ownership reduced significantly. Quantitatively, an upgrade would require EBIT/interest to be sustained above 2.25x and leverage sustained below 3.5x. Ratings could be downgraded if liquidity deteriorates for any reason or financial strategies become aggressive. Quantitatively, an upgrade would require EBIT/interest to be sustained above 1.5x or leverage sustained above 5.5x. JOANN, Inc., (formerly known as Jo-Ann Stores Holdings Inc.) is the parent company of Jo-Ann Stores LLC. and a leading retailer of fabrics and craft supplies offering a wide range of products for quilting, apparel, craft and home décor sewing. Jo-Ann operates 855 retail stores in 49 states as of January 30, 2021. Revenues for the latest twelve months ended January 30, 2021 were approximately $2.8 billion. Joann Inc. is a publicly traded company on the NASDAQ under the symbol "JOAN" and is majority owned by affiliates of Leonard Green & Partners L.P which owns in excess of 66% of its equity. The principal methodology used in these ratings was Retail Industry published in May 2018. JUST ENERGY GROUP: Shares to be Suspended From Trading on NYSE -------------------------------------------------------------- Retail energy provider Just Energy Group Inc., on March 22, 2021, announced that it has given notice to the New York Stock Exchange that the Company will not appeal the previously announced recommendation by NYSE staff that the Company be delisted after receiving creditor protection under the Companies' Creditors Arrangement Act (Canada) from the Ontario Superior Court of Justice (Commercial List) and under Chapter 15 in the United States. As a result, the Company's common shares will be immediately suspended from trading on the NYSE. The NYSE will proceed to file a delisting application with the Securities and Exchange Commission. The Company's common shares will commence trading on the OTC Pink Market in the United States. The Company also announced that it has applied to the TSX Venture Exchange (the "TSX-V") to list the Company's common shares. While the Company anticipates that its application with the TSX-V will be processed within 30 to 60 days, there is no guarantee that the TSX-V will approve the listing. The changes to the markets on which the Company's common shares trade do not impact the Company's continued business operations or services to its customers across North America. About Just Energy Inc. Just Energy Group Inc. (TSX:JE; NYSE:JE) -- https//www.justenergy.com/ -- is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers. Currently operating in the United States and Canada, Just Energy serves residential and commercial customers. Just Energy is the parent company of Amigo Energy, Filter Group Inc., Hudson Energy, Interactive Energy Group, Tara Energy, and terrapass. On March 9, 2021, Just Energy Group Inc., Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., Just Energy Finance Holding Inc., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp, Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., and Just Energy (Finance) Hungary ZRT filed for protection under the Companies' Creditors Arrangement Act ("CCAA") before the Ontario Superior Court of Justice (Commercial List). Just Energy Group Inc. and its affiliates filed petitions under Chapter 15 of the Bankruptcy Code in the United States (Bankr. S.D. Tex. Lead Case No. 21-30823) on March 9, 2021, to seek recognition of the Canadian proceedings. FTI Consulting Canada Inc. has consented to act as monitor in the CCAA proceeding. BMO Capital Markets has been engaged as financial advisor, Osler, Hoskin & Harcourt LLP and Fasken Martineau DuMoulin LLP are legal advisors in Canada, Kirkland & Ellis LLP and Jackson Walker LLP are legal advisors in the United States. KRIESEL RENTALS: Seeks to Tap Christianson & Freund as Counsel -------------------------------------------------------------- Kriesel Rentals, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Christianson & Freund, LLC as its legal counsel. The Debtor needs the assistance of legal counsel to administer its Chapter 11 case. Christianson & Freund will be paid at hourly rates as follows: Attorneys $285 per hour Support Staff $142.50 per hour Christianson & Freund does not represent interest adverse to the Debtor or the estate, according to court papers filed by the firm. The firm can be reached through: Joshua D. Christianson, Esq. Christianson & Freund, LLC 920 So. Farwell St., Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Telephone: (715) 832-1800 Email: lawfirm@cf.legal About Kriesel Rentals Kriesel Rentals, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21-10265 on Feb. 12, 2021, listing under $1 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Christianson & Freund, LLC serves as the Debtor's counsel. LAGESSE DAIRY: Seeks to Hire Christianson & Freund as Counsel ------------------------------------------------------------- La Gesse Dairy Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Christianson & Freund, LLC as its legal counsel. The Debtor needs the assistance of legal counsel to administer its Chapter 11 case. Christianson & Freund will be paid at hourly rates as follows: Attorneys $285 per hour Support Staff $142.50 per hour Christianson & Freund does not represent interest adverse to the Debtor or the estate, according to court papers filed by the firm. The firm can be reached through: Joshua D. Christianson, Esq. Christianson & Freund, LLC 920 So. Farwell St., Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Telephone: (715) 832-1800 Email: lawfirm@cf.legal About La Gesse Dairy Farms La Gesse Dairy Farms, Inc., a cattle ranching and farming business based in Bloomber, Wis., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21-10269 on Feb. 12, 2021. Thomas C. LaGesse, Jr., president, signed the petition. In the petition, the Debtor disclosed total assets of $5,397,168 and total liabilities of $4,630,433. J Judge Catherine J. Furay oversees the case. Christianson & Freund, LLC serves as the Debtor's legal counsel. LAKE CHARLES: Seeks Approval to Hire Bankruptcy Attorney -------------------------------------------------------- Lake Charles Center, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ J. David Andress, Esq., an attorney at Andress Law Firm, LLC, to handle its Chapter 11 case. The attorney's hourly rate is $300. He received an initial retainer of $2,500. Mr. Andress disclosed in a court filing that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The attorney can be reached at: J. David Andress, Esq. Andress Law Firm, LLC 120 Rue Beauregard, Suite 205 Lafayette, LA 70508 Telephone: (337) 347-9919 Facsimile: (337) 541-2553 Email: david@andresslawfirm.com About Lake Charles Center Lake Charles Center, LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), sought Chapter 11 protection (Bankr. W.D. La. Case No. 21-20057) on March 9, 2021. Michael D. Kimble, member and manager, signed the petition. In the petition, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge John W. Kolwe oversees the case. J. David Andress, Esq., at Andress Law Firm, LLC serves as the Debtor's counsel. LEHMAN BROTHERS: Can Take $13 Million LendingTree Claims to NY -------------------------------------------------------------- Law360 reports that Lehman Brothers' bankruptcy administrator can pursue its claims that LendingTree is responsible for a $13.3 million claim against a LendingTree subsidiary, but the case should be heard in New York, a Minnesota federal judge said Monday, March 22, 2021. U.S. District Judge Susan Richard Nelson declined LendingTree's request to dismiss the case for being in the wrong venue, but did grant its second-choice option to transfer the case out of Minnesota. But the venue will be the court suggested by Lehman Brothers, the Southern District of New York, rather than LendingTree's request for the Western District of North Carolina, the judge said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * Lehman Brothers Holdings Inc. ("LBHI"), as Plan Administrator, announced a 21st disribution on October 1, 2020 to holders of allowed claims against LBHI and its various affiliated debtors. Cumulatively through the 21st distribution, Lehman's total distributions to unsecured creditors will amount to approximately $128.2 billion including $95.3 billion of payments on account of third-party claims, which includes non-controlled affiliate claims, and $32.9 billion of payments among the Lehman Debtors and their controlled affiliates. LIONS GATE: Moody's Rates New Secured Credit Facilities 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Lions Gate Entertainment Corp.'s (Lionsgate) wholly owned US subsidiary, Lions Gate Capital Holdings LLC's (Lionsgate Capital) new senior secured bank facilities. The new facilities consist of a $1.5 billion revolving credit facility due 2026 and a $673 million first lien term loan A due 2026. Since the refinancing transaction is leverage-neutral, and similar in size to the existing facility, there is no impact to Lionsgate's B1 CFR, existing security ratings or the SGL-2 Speculative Grade Liquidity rating. Lionsgate's rating outlook remains stable. Assignments: Issuer: Lions Gate Capital Holdings LLC Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD2) Senior Secured 1st Lien Term Loan, Assigned Ba2 (LGD2) RATINGS RATIONALE Lions Gate Entertainment Corp.'s B1 CFR reflects the company's position as a global content leader among motion picture and television studios with its Starz premium pay TV network and a growing global direct-to consumer television platform, its film and television production and distribution businesses, and its large library of nearly 17,000 motion picture titles and television programs. It also reflects high Moody's adjusted leverage of 5.9x (7.9x cash leverage) with an expectation that leverage will increase further during the upcoming fiscal year due to lingering economic disruptions in the motion picture industry caused by the Covid-19 pandemic as well as the company's planned increase in content spending to support the expansion of its Starz platform internationally. Following the increase in debt due to the company's acquisition of Starz, LLC ("Starz") in December 2016 and settling of the Starz acquisition dissenter equity claims in early 2019, along with investments in Starz International, leverage became elevated. Moody's believe Lionsgate will be positioned to accelerate its focus on further reducing its leverage once Starz International becomes cash positive, which Moody's expect by the end of fiscal 2023. The credit profile reflects the strength and diversity of the company's segments but is constrained by the volatility and exposure that remains in the film business. The company has performed better than expected this year during the Covid-19 pandemic as it has benefited from strong library content demand and is becoming in effect an "arms dealer" to the multitude of streaming platforms. Starz OTT subscription growth also outperformed and helped mitigate declines in linear revenues as the company transitions from fixed pay network packages to a la carte. Also, the company has been adapting and increasing its cost control efforts in the current environment and Moody's expect leverage will improve to under 5x by fiscal 2023 or sooner if the company raises equity, as it has publicly contemplated, against specific assets that include its international Starz business, in order to reduce debt more quickly. The expiration of the Starz fixed rate bundled premium Pay TV carriage deal with Comcast was a recurring revenue loss, but Moody's believe the company will be successful in continuing to mitigate the decrease in future revenues as it transitions its Starz revenue composition more towards an a la carte model with Comcast and more importantly, grows its international direct to consumer business. With regards to Moody's ESG framework, environmental and social risks are usually not a key credit factor for companies in the motion picture business. However, with the recent spread of the coronavirus and subsequent movie theater closures across the country, Moody's view this as a social risk and expect it to create delays in film releases and revenues until the threat of the spread has subsided. On the other hand, the company has had success with recent film releases using PVOD and other hybrid distribution models. Other social risks for Lions Gate can include the event of a data breach, where intellectual property and other internal types of sensitive records could be subject to legal or reputational issues. However, management monitors its social risks closely, including data protection, and workforce resource planning. Lions Gate Entertainment Corp. is a public company with a financial policy that allows for elevated leverage in periods of content investment. Lions Gate's leverage profile is higher than that of most other media companies at the B1 rating level and its willingness to operate with higher leverage represents an aggressive financial policy. However, Moody's believe that the company intends to reduce leverage and sustain it under 4.0x (with Moody's adjustments) over the long-term. The company does not have financial flexibility for debt financed acquisitions or shareholder returns within its B1 rating as long as leverage remains elevated. The SGL-2 rating reflects Moody's expectation that the company will generate low, but positive cash flows during the next 12 months as it experiences continuing disruptions due to Covid-19 and increases its content spend in connection with the expansion of Starz. As of December 31, 2020, the company had approximately $550 million of cash on its balance sheet. Moody's expect FCF to decline from our estimate of around $125 - 150 million in fiscal year 2021 to around $50 - $100 million in fiscal year 2022 due to increased costs for film and TV production. Use of excess cash on the balance sheet to further reduce either senior secured or senior unsecured debt to improve leverage metrics would be generally viewed as credit positive. Absent any change to the CFR, a material reduction of solely the unsecured debt could result in ratings pressure on the senior secured instruments due to less junior debt loss absorption. However, if a similar amount of senior secured debt is repaid, instrument ratings would likely remain unchanged. The company's liquidity profile is supported by a sizeable revolver with a capacity of $1.5 billion, which is currently undrawn. Moody's anticipate that Lionsgate may occasionally rely on its revolver in interim periods to fund film/television production costs. The new credit facility has slightly relaxed its financial covenants from a 4.5x net first lien leverage covenant to 4.75x and 2.5x interest coverage covenant to 2.25x. Moody's expect Lionsgate will remain in compliance under both covenants over the next twelve months. The stable outlook reflects our expectation that the company will improve operating performance as the negative effects from the coronavirus subsides and the motion picture business improves, and it will apply its free cash flows and any potential non-core asset sale proceeds towards debt repayment to reduce leverage. As of the last twelve months ended December 31, 2020, Debt-to-EBITDA leverage remains high for the B1 CFR but Moody's expect that it will improve back to under 5.0x towards over the next two years which will position the company more in line with the B1 corporate family rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS As the company's rating is expected to be weakly positioned through fiscal 2021, an upgrade is unlikely in the near term. The ratings could be upgraded if management commits to more conservative financial policies and leverage is sustained comfortably under 4.0x. The ratings could be downgraded if our expectation of the company's ability or commitment towards debt reduction dissipates such that leverage is expected to be sustained over 5.0x (with Moody's standard adjustments). The rating could also be downgraded if the company's liquidity position comes under pressure, or cash flow generation does not improve following the company's increased period of content spending and marketing to expand its Starz footprint. Lionsgate, domiciled in British Columbia, Canada (with its headquarters in Santa Monica, CA), is a vertically integrated next generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, premium pay television networks, home entertainment, global distribution and sales, interactive ventures and games and location-based entertainment. Annual revenues as of LTM 12/31/2020 were roughly $3.3 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LISTO WAY: Seeks Court Approval to Hire CRO ------------------------------------------- Listo Way Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Paul Daryl Schouest, a member of Don Juan Enterprises, LLC, as its chief restructuring officer. Mr. Schouest will render these services: (a) serve the role as CRO for the Debtor in connection with its Chapter 11 case; (b) assume a management position subordinate to the Debtor's management in guiding the Debtor through its reorganization efforts; (c) determine the retention and use of other restructuring-related professionals in the case; (d) evaluate, implement and assist in cost reduction measures, operational improvement, and capital structure optimization measures necessary to preserve and maximize the value and efficiency of the Debtor; (e) perform primary responsibility in the Debtor's reorganization efforts. Mr. Schouest will be paid at his hourly rate of $150. In addition, he will seek reimbursement for out-of-pocket expenses. In court papers, Mr. Schouest disclosed that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Schouest can be reached at: Paul Daryl Schouest Don Juan Enterprises, LLC 4457 Hwy. 31 Opelousas, LA 70570 About Listo Way Group Listo Way Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50075) on Feb. 12, 2021. Jason Trotter, managing member, signed the petition. In the petition, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge John W. Kolwe oversees the case. The Debtor tapped H. Kent Aguillard, Esq., as its legal counsel and Singleton Keller Bolding Avant & Associates LLC as its accountant. Paul Daryl Schouest at Don Juan Enterprises, LLC is the Debtor's chief restructuring officer. LOVES FURNITURE: Amended Final Cash Collateral Order Entered ------------------------------------------------------------ Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, has entered an amended final order authorizing Loves Furniture, Inc. to use cash collateral. The Court held that Penske Logistics LLC's asserted lien on the Debtor's inventory at the facility located at 6500 E. 14 Mile Road, Warren, MI 48092 will be provided with additional adequate protection by funding the Penske Collateral Account until such time as the Court enters an order removing or modifying this requirement. The Debtor must establish an escrow account. All funds deposited into the Penske Collateral Account will act as a replacement lien and security for the Claim filed by Penske on February 4, 2021, currently listed as claim number 18 in the official claims register until such time as the Bankruptcy Court enters a final order modifying the obligation and such order is no longer subject to appeal. The Debtor must make cash payments to the Penske Collateral Account of an amount equal to the lesser of (a) 8% of gross receipts from the Debtor from the Company Inventory Payments or (b) $100,000 per week, starting week beginning Feb. 15, 2021. Starting the week beginning March 15, 2021, the Debtor must make cash payments payable to the Penske Collateral Account of an amount equal to the lesser of (a) 30% of gross receipts from the Debtor from the Company Inventory Payments or (b) $100,000 per week. In no circumstances will the Debtor be obligated to make any payment that would increase the amount of the Penske Collateral Account above $1,851,000. A copy of the order is available at https://bit.ly/38OtJWL from Stretto, the claims agent. About Loves Furniture Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor and appliances. It conducts business under the name Loves Furniture and Mattresses. Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities at the time of the filing. Judge Thomas J. Tucker oversees the case. The Debtor tapped Butzel Long, A Professional Corporation, led by Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services as financial advisor; and Stretto as claims and noticing agent. On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an official committee of unsecured creditors. The committee tapped Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC as its financial advisor. MALLINCKRODT PLC: To Pay $267 Mil. for Maine Mercury Contamination ------------------------------------------------------------------ Law360 reports that Mallinckrodt has agreed to pay as much as $267 million to clean up mercury contamination in a Maine river estuary, and wants a federal judge to bar future suits stemming from the site. Mallinckrodt US LLC, Holtrachem Manufacturing Co. and the environmental groups that sued over the contamination asked a Maine federal court on Friday, March 19, 2021, to approve the settlement they negotiated after more than two decades of litigation. The settlement money would be used for a variety of remediation projects in the area, and Mallinckrodt further asked that the judge enter a bar order alongside the consent decree. About Mallinckdrodt Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MASERGY HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service has affirmed Masergy Holdings, Inc.'s B3 corporate family rating, B3-PD probability of default rating, B2 senior secured first lien credit facilities ratings and the Caa2 rating on the company's second lien term loan. The outlook remains stable. Affirmations: Issuer: Masergy Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6 from LGD5) Outlook Actions: Issuer: Masergy Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Masergy's B3 CFR reflects its small scale relative to industry peers, which limits its ability to absorb unexpected disruptions to its business. Moody's believes Masergy faces strong competition within its targeted product markets and industry verticals and that the barriers to entry into the unified communications as a service (UCaaS) and managed security markets are low. Large scale cloud providers or incumbent carriers could develop or enhance existing competing applications and disrupt the market with aggressive pricing aided by potential cost and scale advantages. The rating is supported by Masergy's contracted, recurring revenue, stable cash flow and the growth potential driven by strong demand for outsourced IT services in the company's addressable products and markets. Additionally, in its core networking business, Masergy differentiates itself by focusing on superior customer service and a high-performing product. Its software defined wide area network (SD-WAN) offering targets enterprises with geographically disperse locations with a high performance network service that customers can self-provision and manage themselves. Masergy's leverage (Moody's adjusted) for the last twelve months ending 31 December 2020 was 5.1x. The company's low capital spending requirements at approximately 8% of revenue and good margins in the low 20% range result in positive free cash flow. Moody's expects Masergy to have good liquidity over the next 12 months supported by positive free cash flow and no meaningful near-term debt maturities. As of 31 December 2020, the company had $28 million of cash on balance sheet and full availability under its $50 million revolving credit facility. When more than 30% of the revolver is utilized, the company must comply with a springing consolidated first lien net leverage set at 7.5x. The company is expected to maintain ample headroom under this covenant. The B2 (LGD3) rating on the company's senior secured first lien credit facilities reflects their priority ranking ahead of the Caa2 (LGD6) rated 2nd lien term loan. The instrument ratings reflect the probability of default of the company, as reflected in the B3-PD PDR, an average expected family recovery rate of 50% at default given the mix of first and second lien tranches in the capital structure, and the particular instrument's rankings in the capital structure. The stable outlook reflects Moody's view that Masergy will continue to grow revenue and EBITDA and maintain leverage below 6x (Moody's adjusted). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The B3 rating could upgraded if the company maintains leverage below 5x (Moody's adjusted) and high single digit free cash flow to debt. The rating could be downgraded if liquidity deteriorates, if free cash flow weakens or if leverage increases above 6.5x (Moody's adjusted). The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Based in Plano, TX, Masergy Holdings is a network service provider which also offers unified communications and managed security services. During the last twelve months ending December 31, 2020, the company generated $400 million in revenue. MERCY HOSPITAL: Illinois Review Board Okays Sale of Hospital to Ins ------------------------------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that the Illinois state board approved the sale of Mercy Hospital and Medical Center to a Michigan biomedical company, providing a path to save the facility, which was scheduled to close in May 2020 after filing for bankruptcy. The Illinois Health Facilities & Services Review Board deemed Insight's application complete after hours of community and board questions and comments on Monday, March 22, 2021. The approval will allow Insight to enter a definitive purchase agreement and make arrangements to keep the hospital open, Insight executives said. About Mercy Hospital Mercy Hospital and Medical Center -- http://www.mercy-chicago.org/ -- operates a general acute care hospital located at 2525 South Michigan Ave., Chicago. The hospital offers inpatient and outpatient services. Mercy Health System of Chicago, an Illinois not-for-profit corporation, is the sole member of Mercy Hospital. The health care facilities are part of Trinity Health's network of health care providers. Mercy Hospital and Mercy Health System of Chicago sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 21-01805) on Feb. 10, 2021. Mercy Hospital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Timothy A. Barnes oversees the cases. Foley Lardner LLP, led by Matthew J. Stockl, is the Debtors' legal counsel. Epiq Corporate Restructuring, LLC is the claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors in the Debtors' cases on March 3, 2021. The committee is represented by Perkins Coie, LLP. MERIDIAN MARINA: Mullen Buying 1995 Formula 303 SR-1 for $19.6K --------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida will convene a telephonic hearing on March 30, 2021, at 1:30 p.m., to consider the request Daniel Mullen to complete his purchase of Meridian Marina & Yacht Club of Palm City, LLC's 1995 Formula 303 SR-1, 7.4L Mercury powered boat, for $19,610. Schedule G, Executory Contracts, at page 32 of the filed Petition and schedules lists the boat, as subject to an executory contract with Movant Mullen named as the Purchaser. On May 10, 2017, Movant Mullen entered into a Marine Sales Order ("Contract") with the Debtor for the purchase of the boat indicating it was being purchased "As Is." Pursuant to said contract, the Movant owes the Debtor a balance of $1,600 of the Purchase Price which he acknowledges as the true and correct balance owed for the purchase of the boat. The Movant submits that the purchase price of $19,610 listed in the Marine Sales Order was the Fair Market Value of the boat at the time of entry into the Contract of which he paid the Debtor $18,000 at the time of entering into the Contract. The Movant is in possession of the boat. He never received title to the boat and the boat is believed to be currently titled in the name of the Debtor. On inquiry of the title to the boat, through a Vehicle Information Check, there exists an outstanding lien on the boat from the Michigan State University Federal Credit Union dated May 18, 2017. The Debtor moves the Court to enter an Order upon the Movant tendering the balance of the purchase price directing the Debtor pursuant to 11 U.S.C. Section 363(b), to convey an "As Is" title to the boat. A copy of the Contract is available at https://tinyurl.com/46p5fvv4 from PacerMonitor.com free of charge. About Meridian Marina & Yacht Club Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member and manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MKS REAL ESTATE: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------ Bill Hethcock of the Dallas Business Journal reports that MKS Real Estate LLC of Fort Worth has filed for voluntary Chapter 11 bankruptcy protection in the Northern District of Texas. MKS, represented in court by attorney Eric A. Liepins, lists an address of 9100 U.S. 287 in Fort Worth. The company listed $696,000 in revenue for 2020 and $620,000 in revenue for 2019, according to a statement of financial affairs filed with the bankruptcy documents. The statement lists $58,000 in gross revenue between Jan. 1, 2021 of this 2021 and the March 1, 2021 Chapter 11 filing date. MKS listed assets ranging from $0 to $50,000 and debts ranging from $1,000,001 to $10,000,000. The largest unsecured creditor is Frost Bank in Fort Worth, with a claim of $318,000. MKS' Web site describes the company as a full service real estate corporation specializing in management, brokerage and development. The statement of financial affairs lists Luis Leal as the only managing member, officer, director or shareholder of MKS Real Estate LLC. Leal's position is listed as managing member. About MKS Real Estate MKS Real Estate, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. Luis Leal, the managing member, signed the petition. In the petition, the Debtor disclosed less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Edward L. Morris oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, PC, serves as the Debtor's counsel. MOBITV INC: Taps Fenwick & West as Special Corporate Counsel ------------------------------------------------------------ MobiTV, Inc. and MobiTV Service Corporation seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Fenwick & West LLP as their special corporate counsel. The legal services to be rendered include: (a) advising the board of directors and management on corporate matters; (b) representing the Debtors in connection with one or more sales of their businesses; and (c) execute corporate matters related to the completion of the sale. The hourly rates of the firm's counsel and staff are as follows: Partners $975 - $1,650 Counsel/Senior Counsel $660 - $1,045 Associates/Staff Attorneys $435 - $906 Paralegals $175 - $480 Practice Support Professionals $180 - $735 In addition, the firm will seek reimbursement for expenses incurred. Cynthia Clarfield Hess, Esq., a partner at Fenwick & West, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cynthia Clarfield Hess, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 Telephone: (650) 988-8500 Email: chess@fenwick.com About MobiTV Inc. Founded in 2000, MobiTV is the first company to bring live and on-demand television to mobile devices and is a leader in application-based television and video delivery solutions. MobiTV provides end-to-end internet protocol streaming television services ("IPTV") via a proprietary cloud-based, white-label application. On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457). MobiTV Inc. estimated at least $10 million in assets and $50 million to $100 million in liabilities as of the filing. FTI Consulting, Inc. and FTI Capital Advisors LLC have been retained as the Debtors' financial advisor and investment banker to assist in negotiation of strategic options. Pachulski Stang Ziehl & Jones LLP and Fenwick & West LLP are serving as the Debtors' legal counsel. Stretto is the claims agent, maintaining the page https://cases.stretto.com/MobiTV. NATEL ENGINEERING: Moody's Completes Review, Retains B3 CFR ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Natel Engineering Company, Inc.(New) 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. Natel Engineering Company, Inc.'s B3 corporate family rating is constrained by ongoing contraction in the company's revenue base which has fueled a deterioration of the company's credit protection measures and liquidity in recent quarters. Natel's limited customer diversity and a narrow business focus as well as concentrated equity ownership by the company's founder also present credit risk. The ratings are supported by the specialty nature of Natel's contract manufacturing services and the company's long-term, strategic relationships with core customers. The principal methodology used for this review was Distribution & Supply Chain Services Industry published in June 2018. NATIONAL MEDICAL: Supreme Court Won't Hear Bad Faith Bankruptcy --------------------------------------------------------------- Law360 reports that the Supreme Court on Monday, March 22, 2021, declined to hear National Medical Imaging's attempt to revive its suit against U.S. Bank NA for allegedly forcing it out of business with a bad faith involuntary bankruptcy, ending a legal battle that's spanned 12 years and two circuits. The high court on Monday, March 22, 2021, denied certiorari to NMI's appeal of a Third Circuit decision rejecting NMI's arguments that it had provided sufficient evidence to go to trial with its claims that U.S. Bank's 2008 filing was a bad faith move in a litigation strategy that destroyed its business. The battle dates back to 2003. About National Medical Imaging LLC National Medical Imaging, LLC, and National Medical Imaging Holding Company, LLC provide medical and diagnostic laboratory services with a principal place of business located at 1425 Brickell Ave., Apt. 57E, Miami. U.S. Bank's DVI Receivables Trusts and other alleged creditors filed involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05- 12714 and 05-12719) against Philadelphia, Pa.-based National Medical Imaging, L.L.C., and National Medical Imaging Holding Company, L.L.C., on March 3, 2005. The Creditors amended the involuntary petitions three times: on Nov. 10, 2008; April 10, 2009; and on Aug. 26, 2009, following a contested hearing. In 2014, National Medical Imaging LLC hit U.S. Bank NA with a $50 million lawsuit in Pennsylvania federal court alleging the bank ruined its business by forcing it into involuntary bankruptcy proceedings just as it was beginning to implement a turnaround plan. The diagnostic imaging company claims that the involuntary bankruptcy petitions U.S. Bank and eight other defendants filed against NMI and its holding company ultimately destroyed its business, even though the cases were ultimately tossed. On June 12, 2020, National Medical Imaging and National Medical Imaging Holding Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 20-12618). At the time of the filings, each Debtor disclosed assets of $10 million to $50 million and liabilities of the same range. Judge Eric L. Frank oversees the case. The Debtors have tapped Dilworth Paxson LLP as their bankruptcy counsel and Kaufman, Coren & Ress, P.C. and Karalis P.C. as their special counsel. On October 23, 2020, the Debtors hired Erwin Chemerinsky, the dean, and Jesse H. Choper Distinguished Professor of Law of the University of California, Berkley School of Law, as their special counsel. Prior to Debtors' voluntary Chapter 11 filing, DVI Receivables Trusts and other creditors filed involuntary Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-12714 and 05-12719) against Debtors on March 3, 2005. In 2014, National Medical Imaging hit U.S. Bank N.A. and eight others with a $50 million lawsuit in Pennsylvania federal court alleging the bank ruined its business by forcing it into involuntary bankruptcy proceedings just as it was beginning to implement a turnaround plan. National Medical Imaging claims that the involuntary bankruptcy petitions ultimately destroyed its business even though the cases were ultimately tossed. NEUMEDICINES INC: Plan Exclusivity Extended Thru July 14 -------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division extended the periods within which Debtor Neumedicines, Inc. has the exclusive right to file a Plan to and including July 14, 2021, and to solicit Plan acceptances to and including September 12, 2021. Once the Plan is drafted, the Debtor would like to have the opportunity to circulate its Plan to the principal constituents of this estate for comment prior to filling the Plan in an effort to streamline confirmation. The extension of the Exclusivity Periods will not prejudice any creditors, equity interest holders, or other interested parties, but instead, allow the Debtor to avoid filing a Plan which is likely to require significant amendment and litigation with creditors or shareholders at added cost to the estate. A copy of the Court's Extension Order is available at https://bit.ly/318kU5W from PacerMonitor.com. About Neumedicines Inc. Neumedicines, Inc. -- https://www.neumedicines.com/ -- is a clinical-stage biopharmaceutical company in Arcadia, Calif., which is engaged in the research and development of HemaMax, recombinant human interleukin 12 (rHuIL-12), for the treatment of cancer in combination with standard of care (SOC, radiotherapy, chemotherapy, or immunotherapy) and Hematopoietic Syndrome of Acute Radiation Syndrome (HSARS) as a monotherapy. Neumedicines filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-16475) on July 17, 2020. In the petition signed by Timothy Gallaher, president, Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Ernest M. Robles presides over the case. The Debtor has tapped Weintraub & Seth, APC as its bankruptcy counsel and Sheppard, Mullin, Richter & Hampton, LLP as its special counsel. NEUSTAR INC: Moody's Completes Review, Retains B3 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Neustar, 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. Neustar's B3 corporate family rating is principally constrained by the company's elevated debt/EBITDA of more than 9x (Moody's adjusted for operating leases) for the last twelve months ending September 30, 2020. Additionally, the issuer's credit quality is negatively impacted by weak cash flow trends and a moderate degree of exposure to macroeconomic cyclicality. Neustar's concentrated private equity ownership presents material corporate governance risks. The ratings are supported by Neustar's largely recurring revenue driven business model as well as low capital intensity which provide improved free cash flow generation potential over the longer term from currently depressed levels. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Newell Brands, Inc.'s Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 unsecured debt instrument rating, and Not Prime commercial paper rating. Concurrently, Moody's upgraded Newell's Speculative Grade Liquidity Rating to SGL-2 from SGL-3 and revised the outlook to stable from negative. The affirmations acknowledge Newell's resilient operating performance and continued focus on reducing financial leverage, with debt-to-EBITDA declining to 4.6x at December 31, 2020 from a recent high of 5.5x as of LTM June 30, 2020. Management remains committed to further reducing leverage as additional debt matures in 2021 and 2022. Additionally, Newell's revenue and EBITDA in 2020 were largely in line with Moody's expectations from early in the year despite the coronavirus, demonstrating good cost management and ability to capitalize on its diverse product portfolio to provide new avenues for revenue generation amid shifting consumer demand. Newell's strong free cash flow exceeded Moody's projections and built cash to roughly $1 billion at year end. However, the affirmation also incorporates the uncertainty around the duration of current demand tailwinds experienced in Newell's mature product segments and the slow long-term demand erosion in its writing segment. Moody's does not expect annual sales to return to 2019 levels for at least two years. Moody's views maintaining a high dividend payout as aggressive financial management that continues to weaken free cash flow available for debt reduction and reinvestment, which further slows deleveraging. Moody's expects debt-to-EBITDA will decline to around 3.8x over the next 12 to 18 months due to continued focus on debt repayment and despite the large dividend. The change in the outlook to stable from negative reflects Moody's expectation that Newell's operating performance will remain stable and the company will continue to repay debt such that debt-to-EBITDA declines to a 4.0x range by the end of 2021 and annual free cash flow exceeds $250 million. Moody's also assumes in the stable outlook no material increase to Newell's already high dividend payout or other shareholder-friendly activities at the expense of higher leverage. The upgrade to the Speculative Grade Liquidity SGL-2 from SGL-3 reflects Newell's good liquidity as provided by $981 million of cash (as of December 31, 2020), its undrawn $1.25 billion unsecured revolving credit facility expiring in December 2023 and undrawn $600 million accounts receivable securitization facility expiring in October 2022 ("short term liquidity facilities") and about $275 million of annual free cash flow projected over the next year. Moody's expects excess cash generation to be used towards repaying approximately $450 million of debt scheduled to mature throughout 2021. The following ratings/assessments are affected by the action: Ratings Upgraded: Issuer: Newell Brands Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Ratings Affirmed: Issuer: Newell Brands Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Commercial Paper, Affirmed NP Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Outlook Actions: Issuer: Newell Brands Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Newell's Ba1 CFR reflects its large scale, well recognized brands, strong product and geographic diversity, and good free cash flow. The rating is constrained by the high financial policy risk associated with maintaining the current dividend payout through unprecedented shifts in the operating environment related to the coronavirus, its moderate financial leverage, and concerns around the long term growth prospects of its mature product segments such as appliance & cookware, food storage, and writing. Corporate governance challenges include high turnover of previous senior management that historically contributed to changing strategic priorities including acquisitions and modifications to the scope of the divestiture plans. Moody's expects that current management will implement a more disciplined and consistent operating strategy given the completion of the asset sale program. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Social factors relating to demographics and changes in consumer preferences abetted by technology will continue to influence the long-term demand trends for the company's products. The company's diverse business portfolio with a mix of growing products helps mitigate categories where demand is declining, providing some stability to overall revenue base and good operating cash flow generation. Moody's views the dividend policy as aggressive but financial policy relating to leverage has become more conservative. The company continues to maintain a sizable dividend despite divestitures that have reduced the earnings base. However, Newell's 3.0x target net debt-to-EBITDA leverage (based on the company's definition; 3.5x as of December 2020) indicates a continued focus on reducing debt and leverage. Moody's believes reducing leverage will improve free cash flow and investment flexibility as the company continues to focus on restoring sustainable organic revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Newell sustains organic revenue growth with a stable to higher EBITDA margin while maintaining a financial policy that results in sustained debt to EBITDA leverage below 3.75x. Newell would also need to maintain very good liquidity, solid free cash flow relative to debt, and a consistent strategic direction to be considered for an upgrade. Ratings could be downgraded if Newell's revenue or EBITDA margin weaken consistently, liquidity deteriorates or the company utilizes debt to fund acquisitions or share repurchases. Additionally, the ratings could be downgraded if Newell's debt-to-EBITDA is sustained above 4.5x or retained-cash-flow to net debt is below 10%. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Newell Brands Inc. is a global marketer of consumer and commercial products utilized in the home, office and commercial segments. Key brands include Rubbermaid, Sharpie, Mr. Coffee and Yankee Candle. The publicly-traded company generated $9.4 billion of revenue for the 12 months ended December 31, 2020. NINE POINT: Sets Bidding Procedures for Substantially All Assets ---------------------------------------------------------------- Nine Point Energy Holdings, Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with one or more sales or dispositions of all or substantially all of their assets to an entity to be designated by AB Private Credit Investors LLC, subject to overbid. The Stalking Horse Bidder's purchase price for the Debtors' Assets, consists of: (i) a credit bid, on a dollar-for-dollar basis, in an aggregate amount not less than $250 million, (ii) the assumption of certain liabilities, (iii) any liens or claims granted by the Debtors to the DIP Lenders as adequate protection for any diminution in value of the interests of the DIP Lenders in their collateral resulting from the use of cash collateral or otherwise, and (iv) "Excluded Cash," for the Debtors to fund the wind-down of their operations and payments following a closing of the Sale. The Debtors commenced these Chapter 11 Cases to run a competitive sale process for their assets, with an entity to be designated by AB Private (as administrative agent under the Debtors' prepetition and postpetition financing facilities) to serve as the stalking horse bidder in connection with such sale process. The Stalking Horse Term Sheet agreed to by the Debtors and the Stalking Horse Bidder provides for the Stalking Horse Bidder's purchase of the Debtors' Assets, which will include, among other things: (i) a credit bid, on a dollar-for-dollar basis, in an aggregate amount not less than $250 million, comprised of (A) the full amount of the DIP Obligations outstanding as of the Closing Date, and (B) up to 100% of the Prepetition Obligations (the Purchase Price set forth in this clause (i), the "Credit Bid"), (ii) the assumption of certain liabilities as described in the Stalking Horse Agreement, (iii) any liens or claims granted by the Debtors to the DIP Lenders as adequate protection for any diminution in value of the interests of the DIP Lenders in their collateral resulting from the use of cash collateral or otherwise, and (iv) "Excluded Cash," for the Debtors to fund the wind-down of their operations and payments following a closing of the Sale. The preliminary terms of the Stalking Horse Bid are documented in the Stalking Horse Term Sheet. The terms of the Stalking Horse Bid will be further documented in the Stalking Horse Agreement, which will be filed prior to the Bidding Procedures Hearing and will be attached as Exhibit 2 to the Bidding Procedures Order. There is no break-up fee in connection with the Stalking Horse Bid. In October 2020, the Debtors received numerous inquiries from private exploration and production companies concerning a potential going-concern sale transaction. As a result of these informal inquires, in November 2020, their board of directors formally approved a process to enable the Debtors (along with its investment bankers, Perella Weinberg Partners LP ("PWP") and Tudor, Pickering, Holt & Co. ("TPH")) to explore options for a going-concern sale transaction (the "2020 Marketing Process"). As part of this process, PWP and TPH reached out to 23 parties that they believed could be potential bidders for the Debtors' assets. Ultimately, 16 parties expressed interest in a potential transaction and executed non-disclosure agreements ("NDAs"). The Debtors submitted the proposals received to the full board of directors. After reviewing the proposals, the board of directors unanimously decided that none of the submitted proposals were actionable, due to, among other factors, the fact that none of the proposals was in excess of the Debtors' indebtedness. Accordingly, the Debtors informed each of the interested parties that they would not be pursuing a transaction based on the proposals submitted. On the Petition Date, the Debtors re-started a marketing process for their assets in connection with the section 363 sale process contemplated under the Bidding Procedures. By the Motion, the Debtors as Court approval of their marketing process and the proposed Bidding Procedures. The proposed Bidding Procedures are intended to further an open and competitive 363 sale process to identify the best bid(s) for the Debtors’ Assets. Upon identification of a Successful Bidder, the Debtors will ask the Court's approval of the Sale(s) at the Sale Hearing. As described in the Bidding Procedures, the Debtors intend to provide Prospective Bidders with access to a data room upon submission of Preliminary Bid Documents. Thereafter, Prospective Bidders will have until April 29, 2021 -- 45 days after the Petition Date -- to submit a Qualified Bid The Debtors believe that the proposed Bidding Procedures, entry into the Stalking Horse Agreement, and the related relief requested in the Motion will allow the Debtors to efficiently pursue a value-maximizing sale process and best position them to achieve their goals in the Chapter 11 Cases, including preservation of the Debtors’ operations as a going concern. They submit that the sale process has been structured to maximize bidder interest in the Assets. They respectfully request that the Court grants the relief requested. The pertinent terms of the proposed Stalking Horse Bid, as currently contemplated in the Stalking Horse Term Sheet, are: a. Sellers: Nine Point Energy Holdings, LLC ("Holdings"), Nine Point Energy, LLC ("Company") and their affiliates and direct and indirect subsidiaries that are (i) debtors in the Chapter 11 Cases or (ii) borrowers or guarantors under the Credit Agreement. b. Purchaser: An entity to be formed for the purpose of consummating the Sale, as designated by the Prepetition Agent and the DIP Agent. c. Purchase Price: The aggregate consideration for the Purchased Assets will consist of: (i) a credit bid, on a dollar-for-dollar basis in an aggregate amount not less than $250 million; (ii) assumption of the Assumed Liabilities (subject to certain caps); (iii) any liens or claims granted by the Sellers to the DIP Lenders as adequate protection for any diminution in value of the interests of the DIP Lenders in their collateral resulting from the use of cash collateral or otherwise; and (iv) Excluded Cash. The Purchaser reserves the right to increase the Credit Bid Amount, up to the full amount of the Prepetition Obligations and the DIP Obligations. d. Acquired Assets: The Purchased Assets will (x) include substantially all of the assets of the Sellers, free and clear of all liens, claims, interests and encumbrances (other than the Assumed Liabilities and the Permitted Encumbrances) and (y) exclude the Excluded Assets. e. Assumption of Contracts; Cure Costs: The "Assumed Liabilities" include all liabilities under any contracts comprising Real Property Interests, Surface Assets, Easements and Assigned Contracts, including the Cure Costs; provided, however, that such Cure Costs will not exceed the Cure Cap. f. Bid Protections: $750,000 g. Agreements with Management: The Purchaser will establish a management incentive plan effective as of and conditioned upon the consummation of the Sale providing for the issuance of 10% of fully diluted common equity of Purchaser in the form of restricted stock, options or other instruments to certain Transferred Employees as a "Post-Emergence Incentive Plan." The terms of the Post-Emergence Incentive Plan will be subject to approval by the board of Purchaser. The Purchaser to consider entering into new employment agreements with management of the Sellers to become effective on the Closing Date. h. Releases: The APA will contain a full mutual release of claims and causes of action. i. Private Sale: N/A. If one or more Qualified Bids (in addition to the Stalking Horse Bid) are received by the Qualified Bid Deadline, the Debtors will conduct the Auction with respect to their Assets. j. Use of Proceeds: The Debtors will use "Excluded Cash" to the extent necessary to (a) subject to the terms of the DIP Facility, satisfy the allowed fees and expenses of estate professionals that have accrued and are unpaid as of the Closing Date, (b) pay all administrative expenses of the Sellers that are accrued and unpaid as of the Closing Date in the Chapter 11 Cases, subject to the Approved Budget, and (c) in an amount of cash to be negotiated in good faith by Sellers and Purchaser and which is acceptable to Purchaser, as necessary or otherwise appropriate to fund an orderly liquidation, dismissal or conversion of the Chapter 11 Cases and the dissolution of the Sellers to be used in accordance with a budget determined with the consent of the Purchaser. k. Sale Free and Clear of Unexpired Leases: The Purchased Assets will include substantially all of the assets of the Sellers, free and clear of all liens, claims, interests and encumbrances (other than the Assumed Liabilities and the Permitted Encumbrances). l. Credit Bid: The aggregate consideration for the Purchased Assets will include, among other things: a credit bid, on a dollar-for-dollar basis in an aggregate amount not less than $250 million, comprised of (A) the full amount of the DIP Obligations outstanding as of the Closing Date, and (B) up to 100% of the Prepetition Obligations. m. Relief from Bankruptcy Rule 6004(h): The Motion seeks relief from Bankruptcy Rule 6004(h) in connection with the Sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 29, 2021, at 5:00 p.m. (ET) b. Initial Bid: The Bid must clearly set forth the purchase price to be paid and (a) must propose a Purchase Price in cash equal to or greater than the aggregate of the sum of (i) the amount of the Credit Bid, (ii) $750,000 (the maximum amount of the Expense Reimbursement), and (iii) $1 million (Minimum Overbid). c. Deposit: 10% of the aggregate cash Purchase Price of the Bid d. Auction: The Auction will take place on May 4, 2021, at 10:00 a.m. (ET) (i) by videoconference, or (ii) on such other date and/or at such other location or by other virtual means as determined by the Debtors. e. Bid Increments: $1 million f. Sale Hearing: May 14, 2021 (ET) (on or before 60 days following the Petition Date) g. Sale Objection Deadline: 18 days after entry of the Bidding Procedures Order at 4:00 p.m. (ET) As soon as reasonably practicable after entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice upon the Sale Notice Parties. The Debtors request that the Court approves the Sale of their Assets to the Buyer free and clear of all Interests, with such Interests to attach to the proceeds of the Sale. To facilitate the Sale, the Debtors are also asking approval of the Assumption and Assignment Procedures to govern the assumption and assignment of executory contracts and unexpired leases of real property in connection with the Sale. Within three days following the entry of the Bidding Procedures Order, the Debtors will file with the Court, and cause to be published on the Debtors' case website maintained by Stretto, the Cure Notice. The Contract Objection Deadline is 14 days after service of the Cure Notice or Supplemental Cure Notice, as applicable. The Debtors request that the Bidding Procedures Order provide that, unless a counterparty to a Potentially Assigned Contract files an objection to the Cure Cost of its Potentially Assigned Contract by the Contract Objection Deadline, such counterparty will be (i) deemed to have consented to such Cure Cost and (ii) forever barred and estopped from objecting to the Cure Costs. They further request that the Bidding Procedures Order provide that, unless a counterparty to a Potentially Assigned Contract files an objection to the proposed assumption and assignment of its Potentially Assigned Contract by the Contract Objection Deadline or, solely with respect to objections related to the identity of the Successful Bidder(s), the Post-Auction Objection Deadline, as applicable, such counterparty will be (i) deemed to have consented to (a) the assumption and assignment of such Potentially Assigned Contract and (b) the related relief requested in this Motion and (ii) forever barred and estopped from objecting to the assumption and assignment of the Potentially Assigned Contract, adequate assurance of future performance, the relief requested in the Motion, whether applicable law excuses such counterparty from accepting performance by, or rendering performance to, the Buyer for purposes of section 365(c)(1) of the Bankruptcy Code, and from asserting any additional cure or other amounts against the Debtors or the Buyer with respect to such party’s Potentially Assigned Contract; provided, however, that for the avoidance of doubt, this will not apply to objections based on Consent and Similar Rights. To implement the foregoing successfully, the Debtors request that the Court waives the 14-day stay of an order authorizing the use, sale, or lease of property pursuant to Bankruptcy Rule 6004(h) and the assumption and assignment of the Selected Assigned Contracts pursuant to Bankruptcy Rule 6006(d). The relief requested is necessary to avoid immediate and irreparable harm to the Debtors. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/3t42a7j6 from PacerMonitor.com free of charge. About Nine Point Energy Holdings, Inc. Nine Point Energy Holdings, Inc. -- 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. Nine Point Energy Holdings, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15, 2021. The three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are: Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are assigned to Judge Mary F. Walrath. The Debtors tapped as counsel the following: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A. Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq., at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse, Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum, Esq., at Latham & Watkins LLP. The Debtors retained AlixPartners LLP as their Financial Advisor, Perella Weinberg Partners L.P. as their Investment Banker, and Lyons, Benenson & Co., Inc. as their Compensation Consultant. The Debtors estimated assets and liabilities (on a consolidated basis) in the range $100 million to $500 million. The petitions were signed by Dominic Spencer, authorized signatory. NINE POINT: Willkie, Richards Represent Equity Holders ------------------------------------------------------ In the Chapter 11 cases of Nine Point Energy Holdings, Inc., et al., the law firms of Willkie Farr & Gallagher LLP and Richards, Layton & Finger, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Equity Group. As of March 19, 2021, members of the Ad Hoc Equity Group and their disclosable economic interests are: Approximate Number of Shares Shenkman Capital Management, Inc. 198,620,257 c/o Shenkman Capital Management, Inc. 262 Harbor Drive, Floor 4 Stamford, CT 06902-7438 J.P. Morgan Securities LLC 253,299,052 500 Stanton Christiana Road Newark, DE 19713 Canyon Capital Advisors LLC 261,501,791 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 Chambers Energy Capital 176,380,726 600 Travis Street, Suite 4700 Houston, Texas 77002 On or around March 12, 2021, the Ad Hoc Equity Group retained Willkie to represent them in connection with the Debtors' restructuring. On or around March 15, 2021, the Ad Hoc Equity Group retained Richards Layton, soon after the Debtors' bankruptcy filing in Delaware. Counsel represents only the Ad Hoc Equity Group in connection with these chapter 11 cases. Each member of the Ad Hoc Equity Group is aware of, and has consented to, Counsel's "group representation" of the Ad Hoc Equity Group. No member of the Ad Hoc Equity Group represents or purports to represent any other entities in connection with these chapter 11 cases, other than funds or accounts to which a member may currently act as investment advisor. Nothing contained in this Verified Statement or Exhibit A should be construed as a limitation upon, or waiver of, any rights of any member of the Ad Hoc Equity Group. The information contained herein is intended only to comply with Bankruptcy Rule 2019 and not for any other purpose. Counsel does not make any representation regarding the validity, amount, allowance, or priority of such economic interests and reserves all rights with respect thereto. Upon information and informed belief after due inquiry, Counsel does not hold any claim against, or interest in, the Debtors or their estates. The undersigned verifies that the foregoing is true and correct to the best of its knowledge. Additional equity holders may become members of the Ad Hoc Equity Group, and certain members of the Ad Hoc Equity Group may cease to be members in the future. Counsel reserves the right to amend or supplement this Verified Statement as may be necessary in accordance with Bankruptcy Rule 2019. Counsel to the Ad Hoc Equity Group can be reached at: RICHARDS, LAYTON & FINGER, P.A. John H. Knight, Esq. Amanda R. Steele, Esq. David T. Queroli, Esq. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: knight@rlf.com steele@rlf.com queroli@rlf.com - and - WILLKIE FARR & GALLAGHER LLP Jeffrey D. Pawlitz, Esq. Matthew V. Dunn, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: jpawlitz@willkie.com mdunn@willkie.com - and – Mark T. Stancil, Esq. 1875 K Street, NW Washington, D.C. 20006 Telephone: (202) 303-1000 Facsimile: (202) 303-2000 E-mail: mstancil@willkie.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3lGDADj About Nine Point Nine Point Energy is an independent oil and gas exploration and production ("E&P") company focused on the safe, efficient development of unconventional shale oil and natural gas resources in the Williston Basin of North Dakota and Montana. It holds interests in, and operates, approximately 198 wells in the Williston Basin, where Nine Point has operated since 2011. Its holdings cover approximately 54,917 net acres, which interests are primarily located in McKenzie and Williams Counties, North Dakota. Nine Point also focuses on the strategic acquisitions of oil and natural gas resources. The Debtors' headquarters are located in Denver, Colorado, with a field office in Alexander, North Dakota. On March 15, 2021, Nine Point Energy Holdings Inc. and its 3 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10570). Nine Point Energy estimated more than $100 million in both assets and liabilities as of the bankruptcy filing. LATHAM & WATKINS LLP and YOUNG CONAWAY STARGATT & TAYLOR, LLP, are serving as the Debtors' bankruptcy counsel. ALIXPARTNERS, LLP, is the financial advisor, and PERELLA WEINBERG PARTNERS LP is the Debtors' investment banker. LYONS, BENENSON & COMPANY INC. is the compensation consultant. STRETTO is the claims agent. NMG HOLDING: Moody's Assigns Caa2 Rating to New Sr. Secured Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Caa2 to NMG Holding Company, Inc.'s ("Neiman" or "company") new senior secured note offering. The net proceeds from the offering are expected to be used to repay Neiman's $125 million FILO term loan and repay Neiman's senior secured term loan and floating rate secured notes. The ratings outlook is stable. Assignments: Issuer: NMG Holding Company, Inc. Senior Secured Regular Bond/Debenture, Assigned Caa2 (LGD4) RATINGS RATIONALE NMG Holding Company, Inc.'s Caa1 corporate family rating reflects its well-known reputation and solid position in the luxury apparel market. Despite the considerable contraction in sales as a result of the disruption caused by the pandemic, Neiman's core customer is of a higher income demographic and typically has the means to spend. Participation though remains dependent on the customer's desire to purchase. Although liquidity is adequate, credit metrics are expected to remain weak throughout fiscal 2021 (period ended July) as Moody's do not expect operations to return to more normalized levels of EBITDA until fiscal 2022 given the continued changes in consumer behavior that have resulted from COVID-19. Neiman has no near term debt maturities emerging from Chapter 11, as its nearest maturity is now in September 2024. However, its interest burden will remain significant. The company is now owned by its former debtholders prior to its bankruptcy filing. Although the global luxury market is showing signs of recovery, Neiman is solely exposed to North America and its major city locations are most at risk to reduced customer traffic. Luxury apparel also remain weak as occasions to dress for are limited by the pandemic. Although Neiman has historically had high online penetration, operational pressure continues as consumer demands increase and utilization of stores further evolves. Moody's expects the consumer desire for newness and exclusivity in product in the face of increased price transparency will continue to require meaningful changes to its business model. The stable outlook reflects Moody's view that Neiman's operational performance will gradually recover from the disruption of COVID-19 as its affluent customer base has the means to return to more normalized levels of spending when health safety concern abate and the demand for its products, particularly apparel, and traffic to its key urban markets recover. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Neiman improves consistently its sales and operating performance. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 6.0 times, EBITA/Interest was sustained above 1.2 times and free cash flow was positive, while maintaining a good overall liquidity profile. The ratings could be downgraded if EBITDA is not positioned to improve materially approaching $100 million of EBITDA in fiscal 2021 and is not posting consistent growth. Any erosion in liquidity would also put pressure on ratings. Any additional debt incurrence or shareholder friendly activities would be viewed negatively. NMG Holding Company, Inc., headquartered in Dallas, TX, operates 37 Neiman Marcus stores 2 Bergdorf Goodman stores, and 5 Last Call stores as well as maintaining an online and catalog presence. Total revenue was $2.9 billion for the LTM period ended January 30, 2021. The company's equity owners include PIMCO, Davidson Kempner, Sixth Street and JP Morgan Asset Management. The principal methodology used in this rating was Retail Industry published in May 2018. NOBLE CORP: S.D. Standard Drilling Owner Buys 1% Stake ------------------------------------------------------ Offshore Engineer reports that S.D Standard Drilling Plc, a Cyprus-based, Oslo-listed offshore vessel owner, said Monday, March 22, 2021, it had purchased 500,000 shares, corresponding to 1% ownership, in offshore driller Noble Corp, at USD 18.5 per share. "Noble completed its restructuring -- and Chapter 11 process on 5 February 2021. Having disposed of five cold stacked rigs in the fourth quarter, Noble enters 2021 with 19 offshore drilling units, consisting of 7 drillships and semisubmersibles and 12 jackups. Noble is focusing largely on ultra-deepwater and high-specification jackup drilling opportunities. After the restructuring Noble has net debt of USD 300 million and liquidity of USD 600 million. Noble had a contract backlog of USD 1.6 billion at the end of 2020," the company said. After the investment in Noble has been completed, the S.D Standard Drilling will in addition own 33.3% of the 2020 built VLCC Gustavia S; 100% of four (4) large-sized PSVs; 28% ownership of six (6) medium-sized PSVs. "Following the purchase of shares in Noble, S.D Standard Drilling Plc will have a bank balance of approximately USD 18 million, including cash in the company and within its 100% owned subsidiaries," S.D Standard Drilling said. About Noble Corporation Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 19 offshore drilling units, consisting of 7 drillships and semisubmersibles and 12 jackups, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Noble is a public limited company registered in England and Wales with company number 08354954 and registered office at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT. Additional information on Noble is available at www.noblecorp.com. On July 31, 2020, Noble Corporation and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker, chief financial officer, signed the petitions. The Debtors disclosed total assets of $7,261,099,000 and total liabilities of $4,664,567,000 as of March 31, 2020. Judge Marvin Isgur oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Porter Hedges LLP as legal counsel; Smyser Kaplan & Veselka, L.L.P., McAughan Deaver PLLC, and Baker Botts L.L.P. as special counsel; AlixPartners, LLP as financial advisor; and Evercore Group LLC as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. In November 2020, Noble Corporation plc changed its name to Noble Holding Corporation plc to allow the ultimate parent company that emerges from the Chapter 11 reorganization to use the name "Noble Corporation plc." NOMAD RETAIL: Seeks Approval to Hire Haselden Farrow as Counsel --------------------------------------------------------------- NoMaD Retail LLC and ETX Retail LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Haselden Farrow PLLC as their legal counsel. Haselden Farrow will render these legal services: (a) assist, advise and represent the Debtors relative to the administration of their Chapter 11 cases; (b) assist, advise and represent the Debtors in analyzing their respective assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of creditors; (d) assist the Debtors in the preparation, analysis and negotiation of any Chapter 11 plan and disclosure statement accompanying any such plan; (e) take all necessary action to protect and preserve the interests of the Debtors; (f) appear, as appropriate, before courts in which matters may be heard and to protect the interests of the Debtors before said courts and the U.S. trustee; (g) handle litigation that arises regarding claims asserted against the Debtors or their respective assets; and (h) perform all other necessary legal services in these cases. The firm's hourly rates are as follows: Melissa A. Haselden $400 Elyse M. Farrow $325 Associates/Contract Attorneys $275 - $350 Legal Assistants/Paralegals/Law Clerks $115 - $150 Melissa Haselden, a principal at Haselden Farrow, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melissa A. Haselden, Esq. Haselden Farrow PLLC 700 Milam, Suite 1300 Pennzoil Place Houston, TX 77002 Telephone: (832) 819-1149 Facsimile: (866) 405-6038 Email: mhaselden@haseldenfarrow.com About NoMaD Retail NoMaD Retail LLC and ETX Retail LLC filed for Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-30821) on March 8, 2021. Ryan D. Vinson, president, signed the petitions. In the petitions, NoMaD Retail disclosed $1 million to $10 million in both assets and liabilities while ETX Retail disclosed $500,000 to $1 million in assets and $100,000 to $500,000 in liabilities. Judge Christopher M. Lopez oversees the cases. Haselden Farrow PLLC serves as the Debtors' legal counsel. NORWEGIAN AIR: U.S. Recognition Hearing Set for April 27 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing on April 27, 2021, at 11:00 a.m. (Prevailing Eastern Time) to consider approval of the recognition motion request entry an order recognizing and enforcing the reconstruction proceeding as a foreign main proceeding for Norwegian Air Shuttle ASA, and the Irish Examinership Proceeding as a foreign main proceeding for Arctic Aviation Assets DAC, and a foreign non-main proceeding for Norwegian Air Shuttle ASA pursuant to section 1517 of the U.S. Bankruptcy Code. Objections, if any, must be filed by April 16, 2021, no later than 4:00 p.m. (Prevailing Eastern Time) to: Weil, Gotshal & Manges LLP Attn: Kelly DiBlasi, Esq. Debora Hoehne, Esq. Furqaan Siddiqui, Esq. 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: kelly.diblasi@weil.com debora.hoehne@weil.com furqaan.siddiqui@weil.com In accordance with the General Order M-543 dated March 20, 2020, the recognition hearing will be conducted telephonically. Any parties wishing to participate must do so by telephone by making arrangements through CourtSolutions LLC, https://www.court-solutions.com/ About Norwegian Air Shuttle ASA Founded in 1993, Norwegian Air Shuttle ASA is a Norwegian low-cost airline and Norway's largest airline. Norwegian was incorporated on Jan. 22, 1993, and became a publicly listed company on Oslo BÃ¸rs (the Oslo Stock Exchange in Norway) in 2003. Norwegian's headquarters and primary operations are located in Lysaker, Norway. To restructure its business and survive the coronavirus pandemic, Noweigian Air sought bankruptcy protection from its creditors on Nov. 18, 2020. The airline filed for examinership in Ireland, which is where its aircraft assets are held. The Irish Court-appointed Kieran Wallace as examiner. The Irish examinership proceeding is a court-controlled reorganization process under Irish law in which a company that has, or in the foreseeable future will have, serious financial difficulties may file for reorganization and have an independent person appointed as an examiner to formulate proposals for a scheme of arrangement, which is akin to a chapter 11 plan of reorganization. As certain creditors continued to pursue claims against Norwegian after the Irish Examinership Proceeding commenced, Norwegian considered it necessary to also commence the Reconstruction Proceeding to obtain certain protections in Norway. On Dec. 8, 2020, Norwegian entered into the Reconstruction Proceeding before the Norwegian Court. The Norwegian Court issued an order appointing Havard Wiker of the law firm Ro Sommernes as Chairman of the Debt Restructuring Committee to oversee the operations of Norwegian and granting certain relief in connection with the Reconstruction Proceeding. On Feb. 26, 2021, the Norwegian Court issued an order appointing Geir Karlsen as the Foreign Representative of the Reconstruction Proceeding. Norwegian Air, along with affiliate Arctic Aviation Assets DAC, filed a Chapter 15 bankruptcy petition in New York (Bankr. S.D.N.Y. Case No. 21-10478) on March 12, 2021, to seek U.S. recognition of its restructuring proceedings in Ireland. Weil, Gotshal & Manges LLP, led by Kelly DiBlasi, is the Company's counsel in the U.S. case. NRG ENERGY: Moody's Affirms Ba1 CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service changed NRG Energy, Inc.'s rating outlook to stable from positive following the large loss incurred during February's severe cold weather event in Texas. At the same time, Moody's affirmed NRG's long-term ratings, including its Ba1 corporate family rating and Ba1-PD probability of default rating. Its Speculative Grade Liquidity Rating remains SGL-1. RATINGS RATIONALE "NRG's 2021 CFO pre-WC to debt ratio is likely to fall to around 20% as it expects to lose about $750 million as a result of the February winter storm," said Toby Shea, VP -- Senior Credit Officer, "NRG's financial metrics should recover close to pre-storm levels of 24% or better in 2022, but positive momentum on the rating is unlikely until there is some clarity on Texas power market reforms."[1] NRG's loss does not appear to be caused by anything fundamentally wrong with its operations or risk management but by a quickly unfolding and fluid set of circumstances during the cold weather event. The extreme cold weather resulted in mechanical failures at power plants and coal handling issues, but various system-wide problems exacerbated these issues over the course of several days. For instance, natural gas production and deliveries were disrupted, limiting the ability of gas plants to run even if they were mechanically sound. Moody's understand that the potential for severe price volatility is inherent in the power sector. Although Moody's do not expect an event with the severity experienced in Texas to recur on a regular basis, Moody's do account for such potential in Moody's credit analysis. Moody's view ESG factors to be a material driver of the change in NRG's outlook to stable from positive. In particular, the power outages that occurred last month have highlighted the social risk facing NRG because Moody's regard responsible production, which includes reliability and community relations, as a key component of social risk within Moody's ESG analytical framework. Moreover, Moody's consider the potential for more extreme weather events as a form of environmental risk that must be addressed and managed by the company. NRG has exhibited strong CFO pre-WC to debt ratios over the past two years, at approximately 28% in 2019 and 33% in 2020 (prior to the addition of $2.9 billion of acquisition debt associated with Direct Energy), putting it in a strong position to absorb these losses. The storm event will bring the CFO pre-WC to debt ratio down to around 20% in 2021 from what would otherwise have been about 29%. Moody's expect NRG to use free cash flow and asset sales to reduce about $1.2 billion of debt and to return to a CFO pre-WC to debt ratio of 24% or above after 2021. The timing and magnitude of the recovery in financial metrics will depend partly on whether any reforms or changes are implemented in the Texas power markets in response to the February outages. NRG's credit quality reflects that of a large, diversified merchant power company with a highly profitable retail supply segment and relatively low target leverage ratio of 2.5x to 2.75x net debt to EBITDA. Based on the company's guidance for 2021 before the February storm, NRG would have generated about $2.5 billion of EBITDA and $1.5 billion of free cash flow before growth without the unexpected $750 million one-time loss. Its generation business and retail business were expected to contribute about an equal amount of both EBITDA and free cash flow. NRG's business activity and generation base is currently concentrated in Texas, which contributes about 60% of its EBITDA, putting it in a vulnerable position when the Texas power market was so severely disrupted. The Texas asset base is comprised mainly of older gas and coal power plants that are environmentally undesirable and have a poor cost position. Nevertheless, these assets are important to NRG because they vastly reduce the amount of potential trade collateral required for the retail operation as the company is able to support the retail business with its own generation. Within the retail business, NRG sells to both mass market customers (predominantly residential) and large commercial and industrial (C&I) customers. Mass customers account for about 60% of the EBITDA, while C&I retail customers comprise about 40%. Liquidity NRG's SGL-1 speculative grade liquidity rating reflects very good liquidity that will be sustained despite the large storm-related loss. Moody's expect the company to have the capacity to meet its obligations over the coming 12 months through internal resources without relying on external sources of committed financing. Moody's still expects NRG to produce free cash flow over the next 12 months, despite the $750 million loss. The company continues to possess good external liquidity with $2.5 billion of availability under its secured revolving credit facility and a $764 million unrestricted cash balance as of March 15, 2021. The revolving credit facility, which expires in May 2024, contains a material adverse change clause for new borrowings, a credit negative, although the bank group has not determined that the February winter storm represented a material adverse change. NRG has financial covenants in its revolving credit facilities and term loan that require the company to maintain a corporate debt to EBITDA ratio of 4x or below and an interest coverage ratio of 1.75x. Because these ratios are calculated to only cover secured debt, NRG is in compliance and should not have any problem continuing to meet these requirements even with the $2.9 billion Direct Energy acquisition debt incurred and $750 million of losses in Texas. Excluding non-recourse maturities, NRG does not have any major debt maturities until 2024, when $600 million of senior secured notes are due. Outlook NRG's stable outlook reflects its strong long-term business fundamentals and its ability to manage and absorb the large one-time loss in February, although this will mean that the company will operate with higher debt leverage in 2021. Its outlook could return to positive should it pay down any debt incurred as a result of the loss and continue to strengthen its credit and business risk profile. Texas will likely take measures to counter the potential impact on grid reliability of more severe weather events. A positive outlook will be dependent on clarity as to what form these measures will take and how they might affect NRG's credit quality. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that Could Lead to an Upgrade Moody's could consider positive rating action should the company meet and maintain its net debt to EBITDA target of around 2.5x to 2.75x and produce a CFO pre-WC to debt ratio of 24% or higher. Such an action would also be conditioned on Moody's expectation that Texas will take the necessary corrective actions to address its reliability issues in a manner that is not credit negative for NRG. Factors that Could Lead to a Downgrade Moody's could consider a negative rating action if the company diverges from its low debt leverage policy and its CFO pre-WC to debt ratio is below 18% on a sustained basis. Moody's could also take a negative rating action should Texas fails to make changes to its power supply system and market design in a way that adequately addresses the impact of extreme weather events and does not increase NRG's business risk. Affirmations: Issuer: NRG Energy, Inc. Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5) Issuer: Alexander Funding Trust Senior Secured Regular Bond/Debenture, Affirmed Baa3 Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2) Issuer: Chautauqua Co. Capital Resource Corp., NY Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Issuer: Delaware Economic Development Authority Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2) Issuer: Fort Bend County Industrial Development Corp Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2) Issuer: Sussex (County of) DE Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2) Issuer: Texas City Industrial Development Corp., TX Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2) Outlook Actions: Issuer: NRG Energy, Inc. Outlook, Changed To Stable From Positive Issuer: Alexander Funding Trust Outlook, Remains Stable The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. OBITX INC: Selects Robert Adams as Chief Technology Officer ----------------------------------------------------------- OBITX, Inc. has selected Robert "Eddie" Adams as the Company's chief technology officer. Mr. Adams recently served as the technology director for Blue Cross/Blue Shield of Florida with its headquarters in Jacksonville, Florida. While employed there, he managed a budget more than $100 million per year with more than 45,000 employees. He left his employment with Blue Cross/Blue Shield of Florida to further his entrepreneurial spirit within the blockchain and cryptocurrency markets. Prior to his employment with Blue Cross/Blue Shield of Florida, he was the supervisor of information systems with the School District of Clay County. Mr. Adams had been working in the blockchain and cryptocurrency markets since 2015. He was an early adopter of Bitcoin and Ethereum. He has participated in the development of two additional blockchains. Mr. Adams has been a member of the OBITX Board of Directors since 2020 where he served on the audit and compensation committees. "As my role expands with OBITX, I am confident this team will excel. This team brings a level of maturity to an infant industry poised for rapid expansion and growth," said Robert Adams. Eric Jaffe, OBITX CEO went on to state, "Eddie is a proven asset for OBITX. We are going to tap into his expertise and utilize his skill set to capsulate our path to success. His initial involvement will begin with the expansion of our mining and staking operations in the blockchain and cryptocurrency markets." About OBITX Inc. Headquartered in Fleming Island, Florida, OBITX, Inc., (OTCQB: OBTX) -- http://www.ObitX.com-- is a development, consulting and services organization specializing in blockchain technologies and decentralized processing. OBITX reported a net loss from operations of $168,028 for the year ended Jan. 31, 2020, compared to a net loss from operations of $392,042 for the year ended Jan. 31, 2019. As of Oct. 31, 2020, the Company had $1.59 million in total assets, $297,200 in total liabilities, and $1.29 million in total stockholders' equity. Houston-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 2, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. ONE CALL: Moody's Rates $760MM First Lien Loans 'B1' ---------------------------------------------------- Moody's Investors Service affirmed One Call Corporation's ratings, including its Corporate Family Rating at B3 and its Probability of Default Rating at B3-PD. At the same time, Moody's assigned ratings to One Call's new debt instruments, including a B1 rating for its senior secured credit facility and a Caa2 rating for its Second Lien Secured notes. Upon completion of the refinancing, Moody's will withdraw the ratings on One Call's existing debt instruments, including its senior secured first lien debt, senior secured second lien debt and senior unsecured debt. The affirmation of the B3 CFR reflects a continued improvement in One Call's operating performance following a decline in revenue in Q2 2020 due to the impact of the coronavirus pandemic on referrals. Since then, a combination of new busines wins, strict cost discipline, and productivity improvements have helped One Call limit the pressure on earnings and cash flow. Going forward, Moody's expects further earnings and cash flow growth in 2021. Furthermore, the proposed refinancing will improve One Call's liquidity profile as it will extend the debt maturity profile while materially reducing the annual cash interest expense. Rating affirmed: Issuer: One Call Corporation Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD Ratings assigned: $60 million Senior Secured 1st lien revolving credit facility, assign B1 (LGD2) $700 million Senior Secured 1st lien Term Loan B, assign B1 (LGD2) $450 million Senior Secured 2nd lien note, assign Caa2 (LGD5) Ratings to be withdrawn at close: Senior Secured 1st lien debt, at B3 (LGD3) Senior Secured 2nd lien debt, at Caa2 (LGD5) Senior Unsecured debt, at Caa2 (LGD6) Outlook action: Outlook, remains Stable RATINGS RATIONALE One Call's B3 CFR is constrained by its high financial leverage and historical challenges to grow revenue and profitability. The coronavirus pandemic created a significant headwind to revenue and profit growth in 2020 despite management's efforts to reduce costs, improve efficiencies through connectivity and automation, and reap the benefits from a new IT system implemented in 2019. Moody's expect that in 2021, One Call will be able to grow revenue and profits again, and further reduce leverage. Moody's expect debt/EBITDA to remain above 7.5 times for the next 12-18 months. That said, failure to materially improve earnings and cash generation over the next several quarters could put negative pressure on the rating. The B3 rating also reflects the company's considerable concentration of revenues with its largest customers. These credit challenges are balanced by One Call's leading market position in the stable workers' compensation cost containment services industry and good geographic and product diversity. Moody's expects One Call to maintain good liquidity and generate roughly $20 million of free cash flow over the next 12 months, following the proposed refinancing of its capital structure. The company is expected to have an undrawn $60 million revolving credit facility that expires in 2026. Combined with the company's $75 million Accounts Receivable facility, the company will have $135 million of unused external liquidity, which is further supported by $35 million of cash and no meaningful debt maturities until 2026. The stable outlook reflects Moody's expectation that leverage will remain high and the operating environment will remain challenging. The outlook also incorporates Moody's expectation that the company is making progress in stabilizing operating performance as it executes its cost savings initiatives, which should have a beneficial impact on its cost structure and cash generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company fails to grow revenue and earnings from current levels, if it faces delays related to the implementation of its automation initiatives or fails to realize meaningful cost savings. In particular, the ratings could be downgraded if the company is unable to reduce adjusted debt to EBITDA to below 7.5 times over the next 12-18 months, or if the company fails to generate enough earnings to cover all of its fixed charges. An upgrade is unlikely in the near-term, however, the ratings could be upgraded if adjusted debt to EBITDA is sustained below 6.0 times. An upgrade would also require the company to demonstrate sustained earnings and cash flow growth. One Call has no material exposure to environment and social risks. However, the company regularly encounters elevated elements of governance risk, including private equity ownership, and has historically relied on debt exchanges and recapitalization to strengthen its financial profile. Following are some of the preliminary credit agreement terms, which remain subject to market acceptance. The proposed first lien term loan is expected to have no financial maintenance covenants while the proposed revolving credit facility will contain a springing maximum first lien leverage ratio of 5.50:1.00 that will be tested when the revolver is more than 35% drawn. In addition, the first lien credit facility contains incremental facility capacity up to the greater of $180.0 million and 100.0% of EBITDA plus unlimited amounts up to: closing date first lien net leverage (for pari secured debt), closing secured net leverage (for junior lien secured debt) or closing total net leverage or a 2.00x interest coverage ratio (for unsecured debt). The 100% asset-sale proceeds prepayment requirement has a leverage-based step-down to 50%, subject to First Lien Net Leverage reaching 3.5x and a further stepdown to 0%, subject to First Lien Net Leverage reaching 3.0x. Collateral leakage is permitted through transfers of assets to unrestricted subsidiaries; but material intellectual property may not be transferred to an unrestricted subsidiary. Only domestic 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. One Call Corporation provides cost containment services related to workers' compensation claims. The company acts as an intermediary between healthcare providers, payors and patients. Customers include insurance carriers, third-party administrators, self-insured employers, and state funds in the workers compensation industry. Revenues are approximately $1.5 billion. Following the recapitalization, the company is owned by affiliates of KKR, Blackstone Credit, and funds managed by Chatham Asset Management LLC. One Call does not publicly disclose its financial results. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. OREXIGEN THERAPEUTICS: 3rd Cir. Affirms Ruling in McKesson Setoff ----------------------------------------------------------------- A three-judge panel of the United States Court of Appeals for the Third Circuit affirmed a lower court decision in the Chapter 11 case of Orexigen Therapeutics, Inc., in its dispute with McKesson Corporation and affiliate RxC Acquisition Company over setoff rights. The dispute turns on the meaning of the word "mutual" under 11 U.S.C. Sec. 553 that allows parties to invoke setoff rights when the debts they owe one another are mutual. McKesson and Orexigen agreed to a pharmaceutical distribution deal and included a provision in their contract whereby McKesson, as distributor of the drug, could reduce what it owed to Orexigen, the drug manufacturer, by any amount that Orexigen owed to McKesson or any McKesson subsidiary. Shortly thereafter, one of those subsidiaries, McKesson Patient Relationship Solutions, separately agreed to help Orexigen with a consumer discount program by advancing cash to pharmacies, with Orexigen then obligated to reimburse MPRS. MPRS later merged into RxC Acquisition, which is also a subsidiary of McKesson. By the time Orexigen filed its petition for Chapter 11 relief in March 2018, it owed MPRS approximately $9.1 million under the Services Agreement, and McKesson owed Orexigen some $6.9 million under the Distribution Agreement. Had there been a setoff of those obligations pursuant to the Setoff Provision, Orexigen would have owed MPRS $2.2 million and McKesson would have owed Orexigen nothing. However, the Bankruptcy Court and the District Court rejected McKesson's request to set off its debt by the amount Orexigen owed MPRS. Both courts held that what McKesson wanted was a triangular setoff, not a mutual one, and thus was not the kind allowable under Section 553 of the Bankruptcy Code. On March 16, 2018, four days after the Petition Date, Orexigen filed a motion to sell substantially all of its assets for $75 million in cash. McKesson objected to the asset sale, and, following that objection, the parties negotiated for McKesson to pay the approximately $6.9 million receivable it owed to Orexigen, while Orexigen agreed to keep that sum segregated pending resolution of the setoff dispute. The segregated $6.9 million is currently held by Province, Inc., which, as the administrator of the bankruptcy estate, has taken control of Orexigen's remaining assets pursuant to the confirmed liquidation plan. McKesson and MPRS then asked the Bankruptcy Court to decide their rights to the segregated funds under the Setoff Provision in the Distribution Agreement and Section 553. The Court rejected McKesson's argument for a setoff because, while the Setoff Provision constituted an "enforceable contractual right allowing a parent and its subsidiary corporation to [e]ffect a prepetition triangular setoff under state law[,]" that relationship "does not supply the strict mutuality required in bankruptcy." The Bankruptcy Court went on to discuss the meaning of mutuality, relying on its own precedent in a case called In re SemCrude to conclude that Section 553 "is strictly construed against the party seeking setoff." Id. at 17 (citing In re SemCrude, L.P., 399 B.R. 388, 396 (Bankr. D. Del. 2009)). It held, as it had in SemCrude, that contracts cannot turn nonmutual debts into debts subject to setoff under the Code, as if they had been mutual. The Court rejected McKesson's argument that mutuality merely "identifies the state-law right that is thereby preserved unaffected in bankruptcy." It further rejected the notion that MPRS's alleged status as a third-party beneficiary of the Distribution Agreement created mutuality. The Court saw those arguments as attempts to "contract around section 553(a)'s mutuality requirement." Orexigen rejected the Distribution Agreement and the Services Agreement, and the Bankruptcy Court then confirmed Orexigen's plan for liquidation. McKesson appealed the Bankruptcy Court's mutuality decision to the District Court, which affirmed. On appeal to the Third Circuit, McKesson contends the term "mutual" is nothing more than a "definitional scope provision that identifies the state-law right that is thereby preserved unaffected in bankruptcy[.]" Orexigen argues in response that the modifier "mutual," as used in Section 553, imposes a distinct limitation strictly construed to prohibit enforcement of a setoff agreement involving three or more parties and indirect debt obligations. "Orexigen has the better of the argument," the Third Circuit says. The Third Circuit also held that mutuality under Section 553 excludes triangular setoffs, including the setoff provision in the Distribution Agreement. McKesson insisted that its Setoff Provision in the Distribution Agreement turns the debts between Orexigen and MPRS and between McKesson and Orexigen from a triangular debt arrangement into a mutual debt. The Third Circuit notes that the court in SemCrude rightly recognized that contractual arrangements cannot transform a triangular set of obligations into bilateral mutuality. The mutuality requirement set a limit, and "[t]he effect of [mutuality's] narrow construction is that 'each party must own his claim in his own right severally, with the right to collect in his own name against the debtor in his own right and severally.'" The Third Circuit also points out the reasoning of SemCrude has been frequently relied on in other bankruptcy cases. In embracing the SemCrude analysis, the Bankruptcy Court for the Southern District of New York in In re Lehman Bros. Inc., 458 B.R. 134, 141 (Bankr. S.D.N.Y. 2011), succinctly explained that "mutuality quite literally is tied to the identity of a particular creditor that owes an offsetting debt. The right is personal, and there simply is no ability to get around this language [of Section 553]. Parties may freely contract for triangular setoff rights, but not in derogation of these mandates of the Bankruptcy Code." According to the Third Circuit, if McKesson wanted mutuality for the debts in question, it should have taken on the customer loyalty support that it instead had its subsidiary MPRS handle for Orexigen. Alternatively, if McKesson wanted MPRS to have a perfected security interest in Orexigen's account receivable due from McKesson, it should have taken steps to arrange that. By perfecting a security interest, MPRS may have obtained a priority right to the same amount McKesson now seeks via setoff, which would have had the added benefit of placing Orexigen's other creditors on advance notice of that priority claim. In contrast, the Third Circuit continues, a rule that excludes nonmutual debts from the setoff privilege of Section 553 promotes predictability in credit transactions. A copy of the Third Circuit opinion dated March 19, 2021, is available at https://bit.ly/396QSnu from Leagle.com. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- was a biopharmaceutical company focused on the treatment of weight loss and obesity. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. ORIGINCLEAR INC: Signs Exchange Deals With Preferred Stockholders ----------------------------------------------------------------- Between Feb. 19, 2021 and March 10, 2021, OriginClear, Inc. entered into exchange agreements with holders of the Company's Series I Preferred Stock and Series K Preferred Stock, pursuant to which such holders exchanged an aggregate of 30 shares of Series I Preferred Stock and an aggregate 284 Series K Preferred Stock for 314 shares of the Company's Series R Preferred Stock. Between Feb. 22, 2021 and March 8, 2021, the Company entered into exchange agreements with holders of the Company's Series G Preferred Stock, pursuant to which such holders exchanged an aggregate of 160 shares of Series G Preferred Stock for 160 shares of the Company's Series S Preferred Stock. Conversion of Preferred Shares As previously reported by the Company, on Aug. 19, 2019, the Company filed a certificate of designation of Series L Preferred Stock. Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series L COD. Between March 10, 2021 and March 15, 2021, holders of Series L Preferred Stock converted an aggregate of 118 Series L shares into an aggregate of 2,138,649 shares, including make-good shares, of the Company's common stock. As previously reported by the Company, on May 1, 2020, the Company filed a certificate of designation of Series O Preferred Stock. Pursuant to the Series O COD, the Company designated 2,000 shares of preferred stock as Series O. The Series O has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series O COD. Between Feb. 24, 2021 and March 11, 2021 holders of Series O Preferred Stock converted an aggregate of 220 Series O shares into an aggregate of 4,691,716 shares of the Company's common stock. As previously reported by the Company, on May 1, 2020, the Company filed a certificate of designation of Series P Preferred Stock. Pursuant to the Series P COD, the Company designated 500 shares of preferred stock as Series P. The Series P has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series P COD. On March 10, 2021, holders of Series P Preferred Stock converted an aggregate of 19 Series P shares into an aggregate of 516,691 shares, including make-good shares, of the Company's common stock. As previously reported by the Company, on Aug. 27, 2020, the Company filed a certificate of designation of Series Q Preferred Stock. Pursuant to the Series Q COD, the Company designated 2,000 shares of preferred stock as Series Q. The Series Q has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series Q COD. On March 11, 2021, holders of Series Q Preferred Stock converted an aggregate of 19 Series Q shares into an aggregate of 474,882 shares of the Company's common stock. As previously reported by the Company, on Nov. 23, 2020, the Company filed a certificate of designation of Series R Preferred Stock. Pursuant to the Series R COD, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series R COD. Between March 1, 2021 and March 11, 2021, holders of Series R Preferred Stock converted an aggregate of 73.5 Series R shares into an aggregate of 1,786,402 shares of the Company's common stock. As previously reported by the Company, on Feb. 5, 2021, the Company filed a certificate of designation of Series S Preferred Stock. Pursuant to the Series S COD, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series S COD. On March 10, 2021, holder of Series S Preferred Stock converted an aggregate of 15 Series S shares into an aggregate of 359,368 shares of the Company's common stock. Restricted Stock Grant Agreement Issuances On March 15, 2021, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to Mr. T. Riggs Eckelberry and one employee an aggregate of 1,649,029 shares of the Company's common stock. Consultant Issuances On Feb. 26, 2021, the Company issued to consultants an aggregate of 871,047 shares of the Company's common stock for services. About OriginClear Headquartered in Los Angeles, California, OriginClear -- http://www.originclear.com-- is a provider of water treatment solutions and the developer of a breakthrough water cleanup technology. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. OriginClear reported a net loss of $27.47 million for the year ended Dec. 31, 2019, compared to a net loss of $11.35 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.72 million in total assets, $20.56 million in total liabilities, and a total shareholders' deficit of $24.13 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. ORION ADVISOR: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Orion Advisor Solutions, 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. Orion's B3 corporate family rating is constrained by the company's elevated debt leverage, small scale as well as concentration risk and exposure to capital markets volatility in the financial services sector. Additionally, Orion's credit quality is negatively impacted by corporate governance concerns given the company's concentrated ownership by Genstar Capital and TA Associates, particularly with respect to the potential for aggressive financial strategies. Orion's credit profile is supported by the company's highly recurring revenue driven business model, strong profitability metrics, and Moody's expectation for Orion's to sustain adequate liquidity in the coming year. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. PAPPY'S SAND: Gets Cash Collateral Access Thru April 26 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has authorized Pappy's Sand and Gravel Inc. to use cash collateral on an interim basis, provide adequate protection and grant liens and security interests through April 26, 2021. An immediate and critical need exists for the Debtor to obtain funds in order to continue the operation of its business. Without the funds, the Debtor will not be able to pay its direct operating expenses and obtain goods and services needed to carry on its business during the sensitive period in a manner that will avoid irreparable harm to the Debtor's estate. Newtek Small Business Finance and Dallas County, Kaufman County, Propel Financial Services, as agent for Hunter-Kelsey III, LLC d/b/a Propel Tax, and the Texas Comptroller of Public Accounts may claim that substantially all of the Debtor's assets are subject to their prepetition liens. The Court concludes that entry of the Order is in the best interest of the Debtor and its estate and creditors as implementation of the Order will, among other things, allow for the continued operation and rehabilitation of the Debtor's existing business. The Secured Lender and Taxing Authorities are granted valid, binding, enforceable, and perfected liens co-extensive with their pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor, of any kind or nature, whether real or personal, tangible or intangible, wherever located, now owned or hereafter acquired or arising and all proceeds and products, including, without limitation, all accounts receivable, general intangibles, inventory, and deposit accounts coextensive with their pre-petition liens. As adequate protection for the diminution in value of the interests of the Secured Lender and the Taxing Authorities, they are granted replacement liens and security interests, in accordance with Bankruptcy Code Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with their pre-petition liens. The replacement liens granted to the Secured Lender and the Taxing Authorities in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. As adequate protection in accordance with Section 363(e) of the Bankruptcy Code, the Debtor will pay to Newtek Small Business Finance on the 1st day of the month the lesser of $14,000 or excess cash flow after payment of expenses beginning March 1, 2021. The final hearing on the matter is set for April 26 at 9:30 a.m. A copy of the Order and the Debtor's one-month budget is available for free at https://bit.ly/3qUZzHH from PacerMonitor.com. About Pappy's Sand & Gravel Pappy's Sand & Gravel, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32723) on Oct. 28, 2020. At the time of filing, the Debtor disclosed less than $50,000 in assets and liabilities. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's legal counsel. PHUNWARE INC: To Sublease 8,687 Sq. Ft. Office Space to Bangarang ----------------------------------------------------------------- Phunware, Inc. entered into a sublease agreement with Bangarang Enterprises, LLC d/b/a Gander Group. Pursuant to the terms of the Sublease, the Company will sublease 8,687 square-feet of office space at 16845 Von Karman Avenue Suite 150, Irvine, California from the Company, with the term of the sublease commencing on April 1, 2021 and terminating on March 31, 2025. Pursuant to the Sublease, the Subtenant will pay to the Company base rent in an initial amount of $17,374 per month, which is subject to rent escalations, as well as a portion of the operating expenses and taxes payable. Sale Agreement Termination As previously disclosed on Aug. 14, 2020, the Company entered into an At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent, pursuant to which the Company could offer and sell, from time to time, through Ascendiant shares of its common stock, par value $0.0001 per share. On March 18, 2021, the Company delivered written notice to Ascendiant that it had elected to terminate the Sales Agreement effective as of March 28, 2021, 10 days after delivery of the notice. The Company will not incur any material early termination penalties in connection with the termination of the Sales Agreement. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of Sept. 30, 2020, the Company had $29.35 million in total assets, $34.16 million in total liabilities, and a total stockholders' deficit of $4.81 million. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROJECT ANGEL: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Project Angel 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. Project Angel Holdings, LLC's B3 corporate family rating is constrained by high debt/EBITDA, a relatively small revenue base, and concentration risk in the financial services industry. Additionally, corporate governance concerns related to the borrower's concentrated private equity ownership by Thoma Bravo, LLC present credit risk, particularly with respect to the company's acquisitive growth strategy. These risks are partially offset by Project Angel's solid presence within its target market, strong profitability margins, and a capital structure supported by a meaningful equity cushion. The principal methodology used for this review was Software Industry published in August 2018. PTC INC: Moody's Completes Review, Retains Ba2 CFR -------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of PTC 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. PTC Inc.'s Ba2 corporate family rating is supported by the company's solid market position and an established customer base in the application software industry principally providing computer aided design (CAD) and product lifecycle management (PLM) products. Additionally, the healthy business visibility provided by PTC's largely recurring revenue model, coupled with modest capital expenditures, allow the company to generate healthy free cash flow. The rating is constrained by the company's high debt leverage, exposure to economically cyclicality, and an aggressive acquisition driven growth strategy. The principal methodology used for this review was Software Industry published in August 2018. PURDUE PHARMA: Nonconsenting States Oppose Further Injunction ------------------------------------------------------------- Law360 reports that a group of states asked a New York bankruptcy judge Friday, March 19, 2021, to deny Purdue Pharma's latest request to extend the injunction pausing their suits against the Sackler family, saying allowing their claims to go forward will create a better Chapter 11 plan. The ad hoc committee of so-called nonconsenting states, which had opposed the initial deal that formed the basis of OxyContin maker Purdue Pharma's proposed Chapter 11 plan, argued that continuing to shield Purdue's former owners in the Sackler family will only get in the way of reaching a final plan containing a Sackler settlement. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. RIOT BLOCKCHAIN: Signs US$7.2M Purchase Agreement With Bitmain -------------------------------------------------------------- Riot Blockchain, Inc. entered into a sale and purchase agreement with Bitmain Technologies Limited, for the purchase of 1,500 Antminer S19j Pro (90 Terahash per second) ("TH/s") digital currency miners. Pursuant to the Purchase Agreement, Riot will pay Bitmain approximately US$7.2 million (subject to adjustments, offsets and costs as set forth in the Purchase Agreement), 50% of which was paid as a refundable deposit. The remaining 50% will be paid on or before Aug. 31, 2021, in exchange for the 1,500 Miners, which are to be delivered by Oct. 31, 2021. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. Riot also holds non-controlling investments in blockchain technology companies. The Company's mining facility is located in Oklahoma City. Riot incurred a net loss of $20.30 million in 2019 compared to a net loss of $60.21 million in 2018. As of Sept. 30, 2020, the Company had $62.63 million in total assets, $1.96 million in total liabilities, and $60.67 million in total stockholders' equity. ROBERT N. MOWBRAY: Michelsens Buying Greenwhich Property for $1.1M ------------------------------------------------------------------ Robert N. Mowbray and Mary Ellen S. Mowbray ask the U.S. Bankruptcy Court for the District of Connecticut to authorize their sale of the real property known as 2 Westcott Court, in Greenwich, Connecticut, to Neil and Violeta Michelsen for $1.065 million, free and clear of any liens or encumbrances. The Debtors have executed a contract, subject to Court approval, for the sale of the Real Property. The primary terms of the Contract are: a. The Purchasers are Neil and Violeta Michelsen. b. The Purchase Price is $1.065 million. c. Contingencies: Marketable title and Bankruptcy court approval of the sale d. Deposit: 10% ($106,500) held in escrow e. Closing: By June. 8, 2021 f. Commission: 5% of sale price g. Payment of ordinary and customary conveyance taxes, fees, and costs of sale, and adjustments. The Debtors' business justification for selling the Real Property is that the sale of the Property is the linchpin of their reorganization efforts. Although they've been paying the two mortgages on a current basis and current taxes, they are unable to pay the accrued tax liabilities and a sale is the only realistic method of doing so. The taxes are nondischargeable and may be accumulating interest. Furthermore, they have received a very fair price with only no financing or inspection contingencies for sale. The Debtors require a sale to facilitate a reorganization and a sale reduces ail carrying costs of the parcel. The Debtors submit that a private sale of the property is in the best interests of the estate and its creditors in that time is of the essence with the transaction, and the sale will iikely produce nearly enough money to pay all secured creditors of the estate. In addition, the Debtors move for authority to pay the following items at the time of sale: ordinary and customary conveyance taxes, costs of sale, and adjustments; a 5% commission; special counsel's fee of $1,000 and any miscellaneous expenses; and the payoff of the first mortgage to peoples Untied Bank in the approximate amount of $604,000 and the second mortgage to Chase Bank for approximately$12,000 (as of the date of the Motion). These amounts are subject to change as additional installments are made. The balance of the funds post sale will be held in escrow by the Debtors' counsel James M. Nugent pending further orders by the Court for additional distributions to secured creditors in order of priority. A copy of the Contract is available at https://tinyurl.com/y3rstrxh from PacerMonitor.com free of charge. Counsel for Debtors: James M. Nugent, Esq. HARLOW, ADAMS & FRIEDMAN, P.C. One New Haven Avenue, Suite 100 Milford, CT 06460 Telephone: (203) 878-0661 E-mail: Jmn@quidproduo.com Robert N. Mowbray and Mary Ellen S. Mowbray filed a petition for relief under chapter 13 on Oct. 6, 2019. Their case was converted to a Chapter 11 (Bankr. D. Conn. Case No. 19-51332) on Feb. 14, 2020. RTECH FABRICATIONS: Seeks Approval to Tap CORE as Accountant ------------------------------------------------------------ Rtech Fabrications LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ CORE Accounting & Consulting as accountant. The Debtor requires the assistance of an accountant to provide payroll services, maintain business income and expense activity, and bank account reconciliations. CORE Accounting & Consulting will be billed $900 per month for bookkeeping, payroll and payroll preparation and $1,200 for year-end tax return preparation. CORE Accounting & Consulting is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: CORE Accounting & Consulting 3731 N. Ramsey Road, Suite 200 Coeur d'Alene, ID 83815 Telephone: (208) 676-8900 About Rtech Fabrications Rtech Fabrications -- https://www.rtechfabrications.com -- is a restoration shop specializing in 67-72 GM trucks. Rtech Fabrications filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. D. Idaho Case No. 21-20048) on Feb. 19, 2021. Randall T. Robertson, managing member, signed the petition. In the petition, the Debtor had estimated assets of between $1 million and $10 million and liabilities of less than $1 million. Judge Noah G. Hillen oversees the case. The Debtor tapped Elsaesser Anderson, Chtd. as legal counsel and CORE Accounting & Consulting as accountant. SC SJ Holdings: Seeks to Hire Stretto as Administrative Advisor --------------------------------------------------------------- SC SJ Holdings LLC and FMT SJ LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto as their administrative advisor. Stretto will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of SC SJ Holdings LLC and FMT SJ LLC. Prior to the petition date, the Debtor provided Stretto an advance in the amount of $50,000. Stretto will bill the Debtor no less frequently than monthly. The Debtor agreed to pay out-of-pocket expenses incurred by the firm. Sheryl Betance, a managing director at Stretto, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About SC SJ Holdings and FMT 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 St., San Jose, Calif. 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, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SEAVIEW HOMES: Taps Michael D. O'Brien as Legal Counsel ------------------------------------------------------- Seaview Homes, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Michael D. O'Brien & Associates PC as its legal counsel. The legal services to be rendered include: (a) negotiating financing orders; (b) seeking authorization for use of cash collateral; (c) reviewing and evaluating the status and validity of secured claims; (d) implementing the Debtor's avoidance powers; and (e) formulating a disclosure statement and plan of reorganization. The hourly rates of the firm's counsel and staff are as follows: Michael D. O'Brien, Partner $430 Theodore J. Piteo, Associate Attorney $350 Hugo Zollman, Senior Paralegal $170 Lauren Gary, Paralegal $100 The firm received a retainer in the amount of $25,000 from the Debtor. Michael D. O'Brien & Associates is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. Michael D. O'Brien & Associates, PC 12909 SW 68th Pkwy, Suite 160 Portland, OR 97223 Telephone: (503) 786-3800 About Seaview Homes Seaview Homes, LLC is primarily engaged in renting and leasing real estate properties. It owns seven properties in Newport, Ore., having a total current value of $3.44 million. Seaview Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 21-60452) on March 15, 2021. Susan Armstrong, member, signed the petition. In the petition, the Debtor disclosed total assets of $3,686,248 and total liabilities of $2,362,592. Judge David W. Hercher oversees the case. Michael D. O'Brien & Associates, PC serves as the Debtor's legal counsel. SHAMROCK FINANCE: Gets Cash Collateral Access Thru April 6 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has authorized Shamrock Finance LLC to use cash collateral on an interim basis through April 6, 2021, to avoid irreparable injury to the debtor and the estate. Shamrock said the survival and success of its business requires that it provide reliable and timely advances to its customers on account of its various floor plan arrangements. Shamrock's assets largely constitute its cash and what it refers to as its dealer receivables, i.e., monies Shamrock loaned to its motor vehicle dealer customers. As of the Petition Date, Shamrock has approximately $377,614.00 in cash, excluding approximately $115,000 held in a certificate of deposit at Leader Bank, N.A. to fully collateralize a letter of credit issued by Leader for Shamrock. As of the Petition Date, Shamrock calculates that it has approximately 90 "active" customers to which Shamrock provides floor plan financing, who owe the aggregate amount of approximately $9,500,934. Additionally, Shamrock has approximately 97 customers in default, and whose claims are largely in various stages of collection, in the aggregate amount of approximately $2,980,861. Shamrock has a "contra" account in the approximate amount of $442,744.25 as of Feb. 28, 2021, which represents the amounts paid in addition to the required principal payments when a vehicle is taken off floor plan. Not all of Shamrock's dealers have established reserves. The amounts owed by the dealers would be reduced if, as and when Shamrock applies the particular contra account to a particular dealer receivable. Shamrock has approximately $377,614 in cash, excluding approximately $115,000 held in a certificate of deposit at Leader Bank, N.A. to fully collateralize a letter of credit issued by Leader for Shamrock. This cash is the essentially the "inventory" from which Shamrock makes advances to its active customers. Through week ending June 12, 2021, Shamrock projects it will make advances to its active customers in the aggregate amount of $10,250,000, but will collect from its customers $10,650,000. Thus, although Shamrock projects that the amounts owed by its customers will decrease during the Budget period from $9,500,934 to $9,165,934, Shamrock also projects that its cash on hand will increase from $377,614 to $1,021,784 during that period. This activity reflects the seasonality in the motor vehicle business and the increase in purchases from dealers during the spring months. A further and final Zoom hearing is scheduled for April 6 at 2 P.M. Objections are due April 2 at 12 noon. A copy of the Order is available at https://bit.ly/2OCOcr0 from PacerMonitor.com. About Shamrock Finance LLC Shamrock Finance LLC -- https://www.shamrockfinance.com -- is an auto sales finance company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12, 2021. In the petition signed by Kevin Devaney, manager, the Debtor disclosed up to $10 million and up to $50 million in liabilities. Judge Frank J. Bailey oversees the case. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC is the Debtor's counsel. SHRUNGI LLC: Seeks to Tap Joyce Lindauer as Bankruptcy Counsel -------------------------------------------------------------- Shrungi LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Joyce W. Lindauer Attorney, PLLC as its legal counsel. The Debtor requires legal assistance to effectuate a reorganization, propose a plan of reorganization and effectively move forward in its Chapter 11 proceeding. The hourly billing rates of the firm's counsel and staff are as follows: Joyce W. Lindauer $395 Kerry S. Alleyne $250 Guy H. Holman $205 Dian Gwinnup $125 Paralegals and legal assistants $65 - $125 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $6,750 from the Debtor. Joyce W. Lindauer, the owner of the law practice Joyce W. Lindauer Attorney, and contract attorneys Kerry S. Alleyne, and Guy H. Holman disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Shrungi LLC Shrungi, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40166) on Feb. 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by Joyce W. Lindauer Attorney, PLLC. SIZZLER USA: Lack of Creditor Payments Dooms Discharge Bid ---------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Sizzler USA Inc. lost in its request to wipe out its debts in bankruptcy for now after a judge ruled it first has to complete all planned payments to creditors before a discharge is allowed. The Mission Viejo, Calif.-based restaurant chain has entered into payment plans with five of its most significant trade creditors, with terms ranging from six to 15 months, Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California said March 19, 2021. Sizzler hasn't completed any of them, she said in an oral ruling. The company's Chapter 11 plan was confirmed in January 2021. About Sizzler USA Sizzler USA Acquisition, Inc. is a United States-based restaurant chain with headquarters in Mission Viejo, California. It offers steak, seafood, chicken, and burgers. Visit https://www.sizzler.com/ for more information. Sizzler USA Acquisition and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20-30746) on September 21, 2020. The petitions were signed by Christopher Perkins, chief services officer. At the time of the filing, each Debtors had estimated assets and liabilities of $1 million to $10 million. Sheppard, Mullin, Richter & Hampton, LLP is Debtor's legal counsel. SOUTHLAND ROYALTY: Committee Agrees to Resolve Plan Objections -------------------------------------------------------------- The Official Committee of Unsecured Creditors of debtor Southland Royalty Company LLC objects to the Debtor's Motion for Entry of an Order Approving the Disclosure Statement. The Plan and Disclosure Statement on file suggest that a settlement between the Debtor and the Prepetition RBL Lenders had been reached and which resolves the Committee's pending lien challenges and informal objections to the Plan and Disclosure Statement. The Committee disagrees. The form of Plan and Disclosure Statement filed on February 16 does not have the Committee's support and does not reflect a mutual resolution of any of the Committee's objections and lien challenges. However, the Committee is pleased to report that since the filing of the Plan and Disclosure Statement on Feb. 16, the Committee, the Debtor and the RBL Lenders have continued to negotiate in good faith and, on Friday, March 12, reached an agreement in principle to resolve globally the Committee's objections to the Plan and pending lien challenges. As a result of this favorable development in the case, the parties are preparing the necessary amendments to the Plan and Disclosure Statement to reflect the agreed-upon terms. While the parties are working in good faith to finalize these documents as quickly as possible, the Committee, out of an abundance of caution and to meet the Debtor's objection deadline to preserve its rights, makes this Preliminary Objection and reserves its rights to assert additional objections and/or amend or supplement this Preliminary Objection prior to or at any hearing on the Motion in the unlikely event that an impasse arises in finalizing the necessary amendments to the Plan and Disclosure Statement. Counsel to the Official Committee of Unsecureds: OX ROTHSCHILD, LLP Seth A. Niederman 919 North Market Street, Suite 300 Wilmington, DE 19899 Telephone: 302-654-7444 Facsimile: 302-6568920 E-mail: sniederman@foxrothschild.com James R. Prince, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue, Suite 900 Dallas, TX 75201-2980 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 E-mail: jim.prince@bakerbotts.com Emanuel C. Grillo, Esq. Robin L. Spigel, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, New York 10012-4498 Telephone: (212) 408-2500 Facsimile: (212) 259-2501 E-mail: emanuel.grillo@bakerbotts.com robin.spigel@bakerbotts.com About Southland Royalty Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/ -- is a privately held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, Southland Royalty Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. Southland Royalty Company was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. Southland Royalty Company sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A. Pometti, the Debtor was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtor tapped Shearman & Sterling LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel; AP Services, LLC as interim management services provider; PJT Partners Inc. as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. SOUTHLAND ROYALTY: EOG Resources Says PSA Exhibits Missing ---------------------------------------------------------- EOG Resources, Inc., objects to the motion of Debtor Southland Royalty Company LLC for entry of an order approving the Disclosure Statement. EOG Resources and the Debtor are parties to a Purchase and Sale Agreement, dated October 11, 2018 ("EOG/Southland PSA"), by which the Debtor purchased certain oil and gas leases, several hundred wells, and related assets. The Disclosure Statement contemplates the sale of substantially all of the Debtor's remaining assets and the assumption of plugging and abandonment liabilities; however, it fails to satisfy the adequate information standard under section 1125 of the Bankruptcy Code because numerous exhibits and schedules are missing from the Purchase Agreement. Among the missing schedules are those describing the interest and wells to be sold leases and surface use agreements, operations, and the assumed contracts, all of which, ostensibly, describe the material oil and gas interests to be sold and their related obligations. EOG Resources does not object to an assumption and assignment to Purchaser of the interests and obligations of the Debtor under the EPG/Southland PSA generally; however, EOG Resources reserves all rights with respect to future, contingent liabilities, including plugging and abandonment costs and any other related environmental liabilities to the extent that the terms and provisions of the Plan, the Purchase Agreement, or any resulting Order seek to impair, limit, or modify EOG Resources' rights under the EOG/Southland PSA. Counsel to EOG Resources, Inc. MORRIS, NICHOLS, ARSHT & TUNNELL LLP Curtis S. Miller Paige N. Topper 1201 North Market Street, 16th Floor Wilmington, DE 19801 Telephone: (302) 658-9200 E-mail: cmiller@mnat.com ptopper@mnat.com - and – Matthew J. Ochs HOLLAND & HART LLP 555 17th Street, Suite 3200 Denver, CO 80202 Telephone: (303) 295-8299 Email: mjochs@hollandhart.com - and – Isaac N. Sutphin HOLLAND & HART LLP 2515 Warren Avenue, Suite 450 Cheyenne, WY 82001 Attention: Isaac N. Sutphin Telephone: (307) 778-4263 E-mail: insutphin@hollandhart.com About Southland Royalty Southland Royalty Company LLC - http://www.southlandroyaltyco.com/ -- is a privately held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, Southland Royalty Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. Southland Royalty Company was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. Southland Royalty Company sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A. Pometti, the Debtor was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtor tapped Shearman & Sterling LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel; AP Services, LLC as interim management services provider; PJT Partners Inc. as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. SOUTHLAND ROYALTY: Royalty Owners Opposes to Disclosure Statement ----------------------------------------------------------------- Gerald Ulibarri and White River Royalties, LLC, on behalf of themselves and the Class of similarly situated royalty owners in the adversary proceeding number 21-50056, and James and Barbara Fullerton as Plaintiffs in the adversary proceeding number 21 50055 (collectively, "Royalty Owners"), objects to the motion of debtor Southland Royalty Company LLC for entry of an order approving the Disclosure Statement. Royalty Owners assert that the Plan and Disclosure Statement on file do not mention: * The Royalty Owners' adversary proceedings, * The purported treatment the Royalty Owners should receive under the Plan, nor * Judge Owens' express reservation of the issue of whether the Royalty Owners' interests in underpaid royalties are property of the Debtor's estate. While the parties are communicating regarding this omission, the Royalty Owners, out of an abundance of caution and to meet the Debtor's objection deadline to preserve their rights, make this Objection and reserves their rights to assert additional objections and/or amend or supplement this Objection prior to or at any hearing on the Motion in the event that an impasse arises in reaching mutually agreeable amended Disclosure Statement and Plan language. Counsel for Royalty Owners: Christopher M. Samis Aaron H. Stulman POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, Delaware 19801-3700 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: csamis@potteranderson.com astulman@potteranderson.com - and – George A. Barton Taylor P. Foye LAW OFFICES OF GEORGE A. BARTON, P.C. 7227 Metcalf Avenue, Suite 301 Overland Park, Kansas 66204 Telephone: (913) 563-6250 Facsimile: (913) 563-6259 E-mail: gab@georgebartonlaw.com taylor@georgebartonlaw.com About Southland Royalty Southland Royalty Company LLC - http://www.southlandroyaltyco.com/ -- is a privately held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, Southland Royalty Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. Southland Royalty Company was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. Southland Royalty Company sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A. Pometti, the Debtor was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtor tapped Shearman & Sterling LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel; AP Services, LLC as interim management services provider; PJT Partners Inc. as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. SOUTHLAND ROYALTY: Travelers Say Disclosures Insufficient --------------------------------------------------------- Travelers Casualty and Surety Company of America and its affiliates and related entities (collectively "Travelers"), object to the motion of Debtor Southland Royalty Company LLC for entry of an order approving the Disclosure Statement. Prior to the Petition Date, Travelers issued more than three hundred and fifty surety bonds for the benefit of the Debtor to, among others, the United States Department of the Interior and other State and Federal agencies. The Travelers Bonds consist primarily of right of way and reclamation bonds that the Debtor was required to obtain in connection with its business operations. The Travelers claim that the Disclosure Statement does not provide adequate information sufficient to enable holders of claims to make an informed judgment concerning the Plan. Travelers is unable to determine whether the definition of Released Parties includes its Non-Debtor Indemnitors. Travelers has requested this information but as of the time of this objection has not yet received clarification from counsel for the Debtor. The Travelers point out that the Plan defines "Opt Out" as the means to affirmatively elect not to participate in the third party release provisions of the Plan, in the manner specified in the Court's order approving the Disclosure Statement and solicitation procedures. Plan at Art. I(A)(85). The means of opting out of third-party releases should be clear to creditors. The Travelers request that the Court consider establishing the Voting Record Date as the date by which an objection to a claim must be filed for purposes of determining whether such claimant receives a ballot or a Notice of Non-Voting Status so that claimants have clarity and sufficient time to opt out of third party releases. The Travelers assert that Parties should not be required to incur the burden and expense of filing objections to confirmation in order to opt out of third-party releases. In any event, if an objection is required, the procedures should confirm that the objection need not be sustained in order for the opt out to be effective. The Travelers further assert that the Court should establish a deadline by which all schedules and exhibits to the APA must be filed, with sufficient time to afford creditors with a meaningful opportunity to review the schedules prior to having to cast their votes and/or file objections to confirmation. Counsel to Travelers Casualty: Lisa Bittle Tancredi, Esquire Womble Bond Dickinson (US) LLP 1313 N. Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4360 Facsimile: (443) 769-1510 E-mail: lisa.tancredi@wbd-us.com About Southland Royalty Southland Royalty Company LLC - http://www.southlandroyaltyco.com/ -- is a privately held independent exploration and production company engaged in the acquisition and development of hydrocarbons. Headquartered in Fort Worth, Southland Royalty Company conducts its business across four states, with the majority of operations in Wyoming and New Mexico. Southland Royalty Company was formed principally to produce and extract hydrocarbons in the Wamsutter field of the Green River Basin and in the San Juan Basin. Southland Royalty Company sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A. Pometti, the Debtor was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtor tapped Shearman & Sterling LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel; AP Services, LLC as interim management services provider; PJT Partners Inc. as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. SPLASH NEWS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Splash News & Picture Agency, LLC 3705 W. Pico Blvd., #2544 Los Angeles, CA 90019 Business Description: Splash News & Picture Agency, LLC is a privately held company in the image licensing & stock photography business. The Debtor is a wholly-owned subsidiary of Splash News and Picture Agency Holdings, Inc. Chapter 11 Petition Date: March 23, 2021 Court: United States Bankruptcy Court District of Nevada Case No.: 21-11377 Judge: Hon. August B. Landis Debtor's Counsel: Michael D. Fielding, Esq. HUSCH BLACKWELL LLP 4801 Main Street Suite 1000 Kansas City, MO 64112 Tel: 816-983-8000 Email: michael.fielding@huschblackwell.com Total Assets as of February 28, 2021: $706,911 Total Liabilities as of February 28, 2021: $2,803,140 The petition was signed by Emma Curzon, 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/SV4LBCI/SPLASH_NEWS__PICTURE_AGENCY_LLC__nvbke-21-11377__0005.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E44OQBQ/SPLASH_NEWS__PICTURE_AGENCY_LLC__nvbke-21-11377__0001.0.pdf?mcid=tGE4TAMA SS&C TECHNOLOGIES: Moody's Completes Review, Retains Ba3 CFR ------------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of SS&C Technologies Holdings, 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 SS&C Technologies Holdings, Inc.'s Ba3 corporate family rating is constrained by the issuer's high debt leverage and business concentration risk in the financial services industry. Additionally, corporate governance concerns related to SS&C's somewhat concentrated equity ownership and an acquisitive growth strategy add credit risk. The credit rating is supported by SS&C's large operating scale, predictable revenue base, and healthy free cash flow prospects. The principal methodology used for this review was Software Industry published in August 2018. STANTON VIEW: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Stanton View Development, LLC DBA Stanton View Homes c/o Alan D. Levenstein, Esq., Res Agent Suite 1607850 Walker Drive Greenbelt, MD 20770 Business Description: Stanton View Development, LLC is a privately held company in the residential building construction business. Chapter 11 Petition Date: March 23, 2021 Court: United States Bankruptcy Court District of Maryland Case No.: 21-11810 Debtor's Counsel: Michael G. Wolff, Esq. WOLFF & ORENSTEIN, LLC 15245 Shady Grove Road North Lobby, Suite 465 Rockville, MD 20850 Tel: 301-250-7232 Fax: 301-816-0592 Email: mwolff@wolawgroup.com Total Assets: $567,519 Total Liabilities: $2,291,972 The petition was signed by Donte Lee, 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/QII2NYI/Stanton_View_Development_LLC__mdbke-21-11810__0001.0.pdf?mcid=tGE4TAMA SUPERIOR ENERGY: CFO, CEO Resign After Bankruptcy Exit ------------------------------------------------------ Superior Energy Services, Inc., on March 22, 2021, announced the resignations of David Dunlap, president and chief executive officer and a member of its board of directors, and Westy Ballard, executive vice president, chief financial officer and treasurer. Mr. Dunlap and Mr. Ballard resigned from the Company to pursue other opportunities. Michael Y. McGovern, the chairman of the Company's board of directors, has been appointed executive chairman and assumed the functions of the Company's principal executive officer, and James Spexarth, the Company's chief accounting officer, has been appointed interim chief financial officer. "On behalf of our board of directors we thank Dave Dunlap and Westy Ballard for their positive contribution and leadership over the last decade, and more recently for their successful navigation through the recent financial challenges," said Mr. McGovern. "A special thanks to Dave for his admirable work in shaping the company culture, particularly apparent in our Shared Core Values and safety initiatives. Through their efforts combined with other members of our team, the Company emerged with a solid portfolio of operating companies, positive cash flow, strong balance sheet and limited debt. We are well positioned for the future." The Company plans to commence an executive search to identify a successor for Mr. Dunlap. About Superior Energy Headquartered in Houston, Texas, Superior Energy Services -- http://www.superiorenergy.com/-- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Westervelt T. Ballard, Jr., signed the petitions. At the time of the bankruptcy filing, parent Superior Energy disclosed $884,723 in assets and $1,383,151,024 in liabilities. As of June 30, 2020, Superior Energy Services had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth, LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice & Company, LLC as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Ernst & Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the notice, claims and balloting agent. Davis Polk & Wardwell LLP and Porter Hedges LLP serve as legal counsel for an ad hoc group of noteholders. Evercore LLC is the noteholders' financial advisor. FTI Consulting, Inc., serves as financial advisor for the agent for the Debtors' secured asset-based revolving credit facility, with Simpson Thacher & Bartlett LLP acting as legal counsel. * * * Superior Energy Services announced Feb. 2, 2021, it has successfully completed its financial restructuring and emerged from Chapter 11, implementing the Plan of Reorganization that was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division on Jan. 19, 2021. The Company emerged with a strengthened capital structure that eliminated more than $1.30 billion of existing debt. TERRA-GEN FINANCE: Moody's Affirms B2 Rating on Secured Bank Loans ------------------------------------------------------------------ Moody's Investors Service affirmed the B2 rating Terra-Gen Finance Company, LLC's (TGF) senior secured credit facilities, consisting of a $184 million 7-year senior secured Term Loan B due December 2021 and a $20 million working capital facility due October 2021. The outlook has been revised to positive from stable. RATINGS RATIONALE The rating action reflects strengthening credit metrics over the last two years driving incremental debt reductions of $70 million in 2019 and 2020; the higher quality incremental loan collateral recently added to the TGF portfolio, funded in part by sponsor equity; and the benefits to TGF following the recent sale and transfer of ownership; all of which enhance refinancing prospects for the issuer. Moody's projects consolidated adjusted credit metrics of 2.2x debt service coverage ratio (DSCR), 5.9% project cash flow from operations to debt (PCFO/Debt) and 8.4x debt/EBITDA leverage for the year ended 2020; these figures include tax-equity bridge financing on the CalWind assets. Moody's also anticipate that cash flow will strengthen as incremental assets complete construction and commence operations, with 327 MW of loan collateral added over the last year that is now operating and an additional 60 MW capacity scheduled to come online later this year. The additional collateral is credit positive because it adds more productive repowered or newly constructed assets to the credit base, increasing aggregate operating portfolio capacity to 706 MW at the end of 2020 relative to 566 MW at the end of 2019. The collateral contributions add 307 Megawatts (MW) of renewable power generation capacity to the portfolio, including wind (the 60 MW Oasis and 187 MW CalWinds development projects) as well as a 60.1 MW Battery Energy Storage System (BESS) development project. The projects are contracted with creditworthy entities, including several Community Choice Aggregators (CCAs), who have emerged as a new customer for Terra-Gen in recent years, which we consider to be a credit positive. In 2021, approximately 24% of TGF's capacity is contracted under CCA PPAs. TGF is also redeveloping two older wind facilities already in the TGF loan package and contributed its remaining 50% ownership interest in the SEGS solar assets to the loan collateral, an incremental 80 MW of generation capacity. The new assets are expected to increase the cash flow generation of the project as management expects these assets to generate approximately $32 million of incremental cash flow in 2021 and roughly an additional $30 million thereafter. While having the majority of its assets located in California is credit positive, the high reliance on the complicated and sometimes volatile California energy market does expose TGF to a degree of geographic and asset concentration risk. Over the last couple years TGF has transitioned its revenue mix towards fixed-price contracts and away from short-run avoided cost pricing (SRAC) and merchant-priced contracts; a credit positive because it increases cash flow sustainability and reduces volatility. In 2015-18 Terra-Gen had multiple assets that priced on SRAC, a proxy used in California's power market that uses natural gas pricing and a market heat rate to determine power prices. Subsequent additions to the portfolio are priced on a fixed rate basis making the portfolio more predictable and more resilient from a cash flow perspective. The rating action further recognizes Moody's understanding of the terms underlying the recent and pending transfers of ownership from sponsor Energy Capital Partners Fund III with 50% of TGF sold to First Sentier Investments and 50% transferred into an ECP equity continuation fund. The terms surrounding these transfers of ownership indicate a high level of equity value ascribed to TGF and the introduction of a long-term investor, which in the end, will aid the refinancing process. The rating is constrained by its high debt load and complex organizational structure. Several assets are encumbered by operating company debt or are financed with tax-equity such that the term loan debt is structurally subordinated to $485 million of operating company debt. Cash flows from TGF's CalWind, CalTex and Dixie geothermal project assets are all encumbered by entity-level financings. That said, Moody's expect more stable and predictable cash flows from the Dixie Valley geothermal generation facility due to the new, higher priced power purchase agreement (PPA) that took effect in June 2018. Regarding TGF's refinancing plans, Moody's understand that the issuer intends to commence its refinancing efforts in the coming months after the financing for the underlying assets is in place. While the issuer's approach to refinancing its existing debt is not ideal from a timing perspective and the amount that will likely remain outstanding at the time of refinancing is about $90 million higher than originally anticipated, Moody's believe the combination of the recent debt reduction, recent collateral additions, stronger financial performance, and change in ownership collectively serve to mitigate this risk. Outlook The positive outlook reflects the view that the project should be able to refinance the term loan due at the end of this year and that cash flows will increase year-over-year. It also anticipates PCFO/Debt levels between 5-10%, a DSCR above 1.5x and Debt/EBITDA between 6-9x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an Upgrade The rating could be upgraded if the project demonstrates sustained improvements in cash flow generation, including maintaining CFO/Debt above of 7-9%, a DSCR above 1.5x and Debt/EBITDA between 6-9x. Increased cash flow generation from newly developed assets, higher distributions from the Dixie geothermal facility and stronger California merchant energy prices could result in credit metrics appropriate for a higher rating. Factor that could lead to a Downgrade The rating could be downgraded if the project is unable to refinance term loan debt by the end of the third quarter or if a major operational disruption or outage within the project fleet results in a drain on liquidity. Profile Terra-Gen Finance Company, LLC (TGF, or the company) owns 706 megawatts (MW) of generating capacity of around 20 projects operating primarily in California as well as the western interior of the United States. The portfolio consists of 419 MW of wind excluding 247 MW of wind scheduled for commercial operations in 2021, 160 MW of solar, 67 MW of geothermal generating assets and 61 MW of battery storage assets. TGF's operations and management team have substantial experience managing renewable assets. TGF is owned by Terra-Gen, LLC, a renewable energy company focused on the development, construction and operation of utility-scale wind, solar and geothermal assets. TGF will be owned by affiliates of Energy Capital Partners (50%) and First Sentier Investments (50%) following two separate sales in 2020 and 2021 that combine to give First Sentier Investments a 50% stake in TGF. Methodology The principal methodology used in these ratings was Power Generation Projects Methodology published in July 2020. TILDA MARIE B. SUTTON: Thomases Buying Dublin Property for $185K ---------------------------------------------------------------- Tilda Marie Brisson Sutton asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the sale of the real property located at 6591 Albert Street, in Dublin, Bladen County, North Carolina, to Rayon Thomas and Dia Collins Thomas for a purchase price of $185,000. In connection with the sale of this property, the Debtor has used Gerry S. Cox of Cox Realty & Appraisal, as the real estate broker, for a commission equal to 4% of the gross sales proceeds. The Debtor seeks an order of the Court declaring that the sale of her property be made free and clear of any and all liens, encumbrances, claims, rights and other interests, including but not limited to the following: a. Any and all property taxes due and owing to any City, County, or municipal corporation, including the Bladen County Tax Collector and the City of Dublin; b. Any and all liens of the Internal Revenue Service or the North Carolina Department of Revenue, based upon tax liens recorded with the Bladen County, North Carolina clerk of court, including 16 M 79 recorded on October 3, 2016 in Bladen County in favor of the Internal Revenue Service ("IRS"), 17 M 25 recorded on March 24, 2017 in Bladen County in favor of the North Carolina Department of Revenue for income taxes, and 10 M 2061 recorded on Nov. 17, 2010 in Bladen County in favor of the IRS to the extent not cancelled prior to the closing; c. The judgment lien of Houston Nile Brisson, Jr., David Frazelle, and Robert G. Ray, all as co-executors of the Estate of Houston Nile Brisson, Jr., recorded with the Bladen County Clerk of Court at 17 CVS 000042 on March 20, 2017; and d. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the buyer of the Property. The Debtor proposes to distribute the sales proceeds as set forth in her confirmed Plan as follows: a. First to pay all costs of sale, including commissions to Cox Realty & Appraisal, as wells as all recording costs normally paid by Sellers in Bladen County, North Carolina; b. Next to pay all outstanding property taxes for 2018, 2019, and 2020 to Bladen County, North Carolina and the City of Dublin, plus pro-rated ad valorem taxes for the 2021 tax year; and c. Last to the IRS for application against their tax lien for the 2012 income taxes, including interest through the date of closing. The sale as described is in the best interest of the estate and of all creditors. A copy of the Contract is available at https://tinyurl.com/2xtk9829 from PacerMonitor.com free of charge. Tilda Marie Brisson Sutton sought Chapter 11 protection (Bankr. E.D. N.C. Case No. 17-04225) on Aug. 30, 2017. The Debtor tapped Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. as counsel. On May 10, 2018, the Court entered an Order Confirming Plan of Reorganization. TIMBER PHARMACEUTICALS: Partner Signs Licensing Deal With Desitin ----------------------------------------------------------------- Timber Pharmaceuticals, Inc.'s development partner, AFT Pharmaceuticals Limited, has signed an exclusive license and supply agreement with Desitin Arzneimittel GmbH for Pascomer (TMB-002 topical rapamycin) for the treatment of facial angiofibromas (FA) associated with Tuberous Sclerosis Complex (TSC) in Europe. In 2019, Timber entered into a licensing and development agreement with AFT for TMB-002 in North America. Under the terms of this agreement, Timber is entitled to receive a significant percentage of the economics (royalties and milestones) in any licensing transaction that AFT executes outside of North America, Australia, New Zealand, and Southeast Asia. The current transaction with Desitin is included in the scope of this provision. "Rapamycin is a well-known inhibitor of inflammatory signaling in TSC, but in the U.S. and Europe it is only available as an oral agent that has been associated with significant systemic toxicity," said John Koconis, chief executive officer of Timber. "We are pleased to announce this agreement for the European development of TMB-002, which we believe validates the potential for this proprietary topical formulation to overcome the limitations of oral therapy and will help thousands of people living with FAs due to TSC around the world." TSC is a multisystem genetic disorder resulting in the growth of hamartomas in multiple organs. There are about 40,000-50,000 people living with TSC in the U.S., and about 75 percent have FAs. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. BioPharmX recorded a net loss and comprehensive loss of $9.69 million for the year ended Jan. 31, 2020, compared to a net loss and comprehensive loss of $17.26 million for the year ended Jan. 31, 2019. As of Sept. 30, 2020, the Company had $13.24 million in total assets, $12.46 million in total liabilities, $1.82 million in series A convertible stock, and a total members' and stockholders' deficit of $1.04 million. BPM LLP, in San Jose, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 23, 2020 citing that the Company's recurring losses from operations, available cash and accumulated deficit raise substantial doubt about its ability to continue as a going concern. TITAN INTERNATIONAL: Provides First Quarter Financial Outlook ------------------------------------------------------------- Titan International, Inc. announced its first quarter 2021 financial outlook. Titan believes a further update to 2021 expectations is warranted to provide investors with additional information regarding its improving financial performance expectations. Titan currently forecasts first quarter 2021 EBITDA ranging between $23 million to $25 million, excluding currency impacts. Net sales for the first quarter are projected to be in a range of approximately $395 million to $405 million, which represents an improvement of approximately 16% to 19% from first quarter 2020 net sales. "The primary end-markets we serve, especially Agriculture, continue to evolve in a positive direction. Therefore, we understand it is important to our stakeholders for us to provide further commentary on our current near-term outlook," stated Paul Reitz, president and chief executive officer. "We finished late-2020 with a strong surge in demand and that momentum has continued to gain further traction to start 2021. This year is clearly on a better path and the actions that we took during 2020 through the pandemic will serve us well in this year of growth. The world is a volatile, and an increasingly uncertain place, and we continue to manage challenges throughout our global business. We are aggressively hiring and training to extend capacity to deliver product to meet current strong demand, while our ability to continue to hire throughout the remainder of 2021 is a key factor in forecasting our sales levels. Also, raw materials and certain production costs continue to rise. We remain confident in our ability to increase prices to offset these costs in a timely manner. As such, our current expectations will be dynamic and we fully expect to provide additional guidance throughout the year, as we gain clarity." About Titan Titan International, Inc. -- http://www.titan-intl.com-- is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in Quincy, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. Titan International reported a net loss of $65.08 million for the year ended Dec. 31, 2020, compared to a net loss of $51.52 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.03 billion in total assets, $830.62 million in total liabilities, $25 million in redeemable noncontrolling interest, and $176.26 million in total equity. * * * As reported by the TCR on June 23, 2020, S&P Global Ratings affirmed its ratings on Titan International Inc., including the 'CCC+' issuer credit rating. S&P expects weak demand to lower Titan's profitability, causing negative free operating cash flow (FOCF) generation in 2020. As reported by the TCR on May 11, 2020, Moody's Investors Service downgraded its ratings for Titan International, including the company's corporate family rating to 'Caa3' from 'Caa1'. The downgrades reflect expectations for challenging industry conditions through 2020 to pressure Titan's earnings and cash flow, resulting in the company's capital structure remaining unsustainable with excessive financial leverage above 10x debt/EBITDA likely into 2021 and a weak liquidity profile reliant on external and alternative funding sources. TRINET GROUP: Moody's Completes Review, Retains Ba2 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of TriNet Group, 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. TriNet Group, Inc.'s Ba2 corporate family rating is supported by the issuer's modest debt leverage, strong free cash flow production, and relatively healthy business visibility. The company's credit quality is constrained by exposure to economic cyclicality, particularly with respect to negative employment rates, and competitive pressures from larger payroll providers. Corporate governance concerns related to the company's concentrated equity ownership also present credit risk. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. TROIANO TRUCKING: Trustee Seeks Approval of Modified APA With Waste ------------------------------------------------------------------- Steven Weiss, the duly appointed Chapter 11 Trustee of Troiano Trucking, Inc., and Troiano Realty, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize him to enter into a modified asset purchase agreement with Waste to Feed, Inc., in connection with the sale of substantially all of the Debtors' assets for $3 million, that set forth their mutual agreements with respect to application of insurance proceeds resulting from the fire so as to allow Trustee and the Purchaser to consummate closing of the Amended APA. On Nov. 12, 2020, the Court entered an order approving a sale of substantially all of the Debtors' assets to the Purchaser, contingent on renewal of the "RCC Permit," so-called, issued by the Department of Environmental Protection. On the evening of Jan. 27, 2021, the Debtors suffered a fire at their premises. While it appears that there was minimal structural damage to the building, the processing line suffered fire and water damage, and cannot currently be operated. On Feb. 1, 2021, the Trustee filed an emergency application to retain Professional Loss Adjusters, Inc. ("PLA") to represent the Trustee and the Debtors in processing the insurance claims. Since then, as a result of PLA's efforts, an initial advance of $250,000 has been paid by the insurer so that work can commence, and a complete Claim on the equipment has been submitted to the insurer for its review. The insurance proceeds have been deposited into a segregated account at Avidia Bank, pending further order of the Court. Despite the fire, the Purchaser desires to move forward with the acquisition pursuant to the Sale Order. As requested by the Trustee, the Purchaser's management has been actively involved in assisting the estate in processing the Claims and continuing to address remediation of the property, meeting and conferring with the Trustee, the adjuster, Mark Troiano, contractors, and others, to develop plans and procedures for effecting the repairs to the equipment. The parties in interest are anxious to commence the repairs, so that the Debtors' full operations can be restored and the sale can be completed. As a result of discussions amongst the Trustee, the Purchasers and Avidia Bank, the Trustee and the Purchaser wish to enter into a modification of the asset purchase agreement (Exhibit A). As set forth in more detail therein, the parties agree to extend the closing date until June 2021, and the Purchaser has agreed to provide an additional deposit of $300,000 to the Trustee (for a total deposit of $350,000). Paragraph 32 of the Sale Order authorizes the parties to enter into amendments to the APA without further order of Court provided such amendment does not have a material adverse effect on the Debtors' estate. The modification enhances the estate. Thus, although separate court approval is not technically needed, the Trustee desires Court approval, out of a desire for transparency and an abundance of caution. The Trustee believes that the Insurance Agreement is in the best interests of the Debtors' estates. The Purchaser's management is intimately familiar with the Debtors' operations, and have the engineering background and expertise to continue to consult with the Trustee on implementing repairs efficiently. The Insurance Proceeds constitute "cash collateral" within the meaning of Bankruptcy Code Sections 361 and 361. Avidia Bank, which has a claims secured by cash collateral, has assented to the use of the funds contemplated by the Insurance Agreement. In light of the foregoing, the Trustee asks the Court to grant the relief sought. A copy of the APA is available at https://tinyurl.com/e35d26ep from PacerMonitor.com free of charge. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. VILLAS OF WINDMILL: Objectors Still Oppose Trustee's Disclosures ---------------------------------------------------------------- Merrilee Zawadzki and Joseph Mabe (collectively referred to as "Objectors"), object to the Amended Disclosure Statement filed by Les S. Osborne, the operating trustee, for debtor Villas of Windmill Point II Property Owners Association, Inc. Objectors claim that the Disclosure Statement should make clear why the bulk sale was in the best interests of the Debtor and the creditors, as set forth in the Disclosure Statement. The Disclosure Statement should also make clear why the Trustee decided to overrule the will of the persons with the most stake in this matter -- the unit owners -- when he moved forward with the bulk sale. Objectors point out that the Trustee advised that he would revitalize the Debtor's corporate documents, and that the amendments to the By-Laws would be accomplished before the sale. This did not occur as promised. Objectors state that the proposed amendments offered by Trustee limited the number of Board seats to only three members. The unit owners objected to this limitation, and sought to have a Board with the largest number of Board members permitted under the documents. Objectors assert that the Disclosure Statement indicates that the Trustee will hold an election for a new Board in March 2021. This date does not appear realistic, and should be changed. Objectors further assert that under the topic Article V Description of the Plan, the treatment of the Class 2 claims, the Disclosure Statement and therefore the Plan are ambiguous. Objectors believe the Plan is not offered in good faith, and therefore is not confirmable, pursuant to Bankruptcy Code §1129(a)(3). A full-text copy of Objectors' objection dated March 16, 2021, is available at https://bit.ly/3cbj4rr from PacerMonitor.com at no charge. Attorneys for Objectors: BEHAR, GUTT & GLAZER, P.A. DCOTA, 1855 Griffin Road, Suite A-350 Ft. Lauderdale, Florida 33004 Telephone: (954) 733-7030 Email: bsb@bgglaw.com BRIAN S. BEHAR FBN: 727131 About Villas of Windmill Point II Property Based in Port Saint Lucie, Fla., Villas of Windmill Point II Property Owners Association, Inc., is a non-profit corporation with volunteers that self manages 89 separately deeded, single-family residential villa units that are attached in four and five-unit clusters within a Planned Unit Development (PUD). Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla. 19-20400) on Aug. 2, 2019. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Debtor is represented by Brian K. McMahon, Esq., in West Palm Beach, Fla. Leslie S. Osborne was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Rappaport Osborne Rappaport. WASHINGTON PRIME: Reportedly Seeking $150 Mil. Bankruptcy Loan -------------------------------------------------------------- Allison McNeely and Eliza Ronalds-Hannon of Bloomberg News report that Washington Prime Group Inc., the owner of a nationwide group of shopping malls reeling from the pandemic, is eyeing a $150 million bankruptcy loan. According to Bloomberg, citing people with knowledge of the discussions, Washington Prime approached investors to sound out early interest in providing bankruptcy financing as it prepares to file for Chapter 11. Guggenheim, the company's investment bank, has asked prospective lenders to indicate their interest in providing a potential $150 million debtor-in-possession loan, according to one of the people, who asked not to be identified discussing confidential talks. The negotiations are ongoing and the terms could change, the people said. About Washington Prime Group Headquartered in Columbus Ohio, Washington Prime Group Inc. -- http://www.washingtonprime.com-- is a retail REIT and a recognized company in the ownership, management, acquisition and development of retail properties. The Company combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group is a registered trademark of the Company. * * * As reported by the TCR on Feb. 22, 2021, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDRs) of Washington Prime Group, Inc. and Washington Prime Group, L.P. (collectively WPG) to 'C' from 'CC'. Fitch expects WPG's operating performance to deteriorate further in the near term. As reported by the TCR on Nov. 17, 2020, S&P Global Ratings lowered its issuer credit rating on Washington Prime Group Inc. (WPG) to 'CC' from 'CCC'. The downgrade reflects the strong likelihood of a technical default in the near term. Moody's Investors Service also downgraded the senior unsecured debt and corporate family ratings of Washington Prime Group, L.P. to Caa3 from Caa1. "WPG's Caa3 corporate family rating reflects its large, geographically diversified portfolio of retail assets, which includes a mix of enclosed malls (71% of Comp NOI) and open-air centers (29%) across the US," Moody's said, according to a TCR report dated June 1, 2020. WILLIAM E. ROBINSON: April 23 Hearing on Sale of Mansfield Property ------------------------------------------------------------------- William E. Robinson filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a notice of his proposed sale of the real property located at 2460 South Main Street, in Mansfield, Tioga County, Pennsylvania, to Dark Horse Holdings and Management, LLC, for $50,000, subject to various costs of sale, free and clear of all liens, claims, encumbrances, and other interests. A hearing on the Motion is set for April 23, 2021, at 10:00 a.m. The Objection Deadline is April 7, 2021. The Debtor had previously entered into an Agreement with the Buyer for the sale of the Real Property for $100,000. Closing did not occur under such Agreement. The property has continued to deteriorate and the property is now in much worse condition. The Real Property has issues with its condition which impacts the value of the Real Property. Given the condition of the Real Property and the fact that the Debtor has attempted to market the Real Property through a real estate broker in Tioga County, it is believed that the sale is for an appropriate consideration and is a proper sale. The Debtor is operating under a confirmed Plan of Reorganization. Under the Plan, the Debtor proposes to sell various parcels of real estate, including the Real Property. The Debtor has made inquiries through a real estate broker in the Tioga County, Pennsylvania area as to other potential buyers, but no other offers for the purchase of the Real Property have been received. The Real Property has continued to deteriorate and it is believed that the building on the Real Property may have to be demolished. Thus, there is very little value to the Real Property. The Buyer of the Real Property has as its principal, Bradley Robinson, the son of the Debtor. Nonetheless, the Debtor believes that the value being obtained for the Real Property is fair and reasonable. The Debtor proposes to pay the following expenses of the sale from the sale proceeds: a. Any notarization or incidental filing charges required to be paid by Debtor as Seller. d. All other costs and charges apportioned to the Debtor as seller; c. All costs associated with the preparation of the conveyance instruments and normal services with respect to closing, including payment of a total of $5,000 payable to the Debtor's counsel, Cunningham, Chernicoff & Warshawsky, P.C., in connection with implementation of the sale, the presentation and pursuit of the Motion, consummation of closing and otherwise approved professional fees and expenses in connection with this case. The foregoing sums will be subject to the approval and allowance by the Bankruptcy Court and will be held by Cunningham, Chernicoff & Warshawsky, P.C. until such time as the Bankruptcy Court approves the application of such funds by Cunningham, Chernicoff & Warshawsky, P.C. d. Past due real estate taxes and present real estate taxes pro rated to the date of closing on the sale. e. Any municipal charges and liens, pro rated, to the date of closing on the sale. f. A commission at the rate of 6% of the sale consideration will be paid to United Country Jelliff Auction Group, the broker for the Debtor. g. Payment to the Office of the U.S. Trustee of the sum of $4,875.00 to be applied to fees owed or to be owed by the Debtor. No transfer tax is owed as it is a sale and transfer made pursuant to the Debtors' Plan. Subsequent to the payment of costs of sale as set forth, the Debtor proposed to pay the balance of the net proceeds to the Internal Revenue Service on account of the Internal Revenue Service lien as set forth in the Motion. In the event there is a dispute as to the disposition of the proceeds net of the aforesaid costs of sale, the Debtor requests approval of the sale with any disputed proceeds to be held in trust by his counsel, Cunningham, Chernicoff & Warshawsky, P.C. William E. Robinson sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 17-04408) on Oct. 23, 2017. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham and Chernicoff PC as counsel. WILLIAM E. ROBINSON: Dark Horse Buying Mansfield Property for $50K ------------------------------------------------------------------ William E. Robinson asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania to authorize the sale of the real property located at 2460 South Main Street, in Mansfield, Tioga County, Pennsylvania, to Dark Horse Holdings and Management, LLC, for $50,000, subject to various costs of sale, free and clear of all liens, claims, encumbrances, and other interests. Currently pending before the Court is the Debtor's Plan of Reorganization and Disclosure Statement. The Debtor has owned various parcels of real estate in Tioga and Washington Counties, Pennsylvania. Included in such real estate is the Real Property. The Debtor previously entered into an agreement of sale with the Buyer for the sale of the Real Property. The Agreement sets forth, in part, that the total consideration payable by the Buyer for the Real Property is $100,000, subject to various costs of sale. The Buyer is responsible for payment of all transfer tax if any, caused by the transaction. Because the Debtor is operating under a confirmed Plan, the transfer should be exempt from transfer tax pursuant to Section 1146 of the Bankruptcy Code. When the Agreement was entered into, the Real Property was in bad disrepair and, at that time, among the items which needed to be repaired were the floor of the entire building which had collapsed. Further, it is believed that the condition of the walls and structure of the building, require that the entire building possibly may need to be demolished. Since the Agreement was entered into, the building has further deteriorated and is now in worse condition. There would appear to be no doubt whatsoever that the property should be demolished. Based upon the current condition of the Real Property, it is believed that the sale consideration of $50,000 now offered by the Buyer is acceptable and proper. Further, the Debtor has continued to attempt to sell the Real Property through a real estate broker. The Real Property has been listed with United Country Jelliff Auction Group, a real estate broker in the Tioga County, Pennsylvania area. The only offer which has resulted from the listing of the Real Property is the offer from the Buyer. It should be noted that while the owner of the Buyer has as its principal Bradley Robinson, the Debtor's son, the Debtor believes that the sale consideration is fair and reasonable. There are no mortgage liens against the Real Property. The following judgments and filings may constitute liens against the Debtor's interest in the Real Property: a. Tax lien in favor of the Internal Revenue Service entered in the amount of $1,436,766.92. b. Tax lien in favor of the Pennsylvania Department of Revenue entered in the amount of $114,766.27. c. Judgment lien in favor of Fulton National Bank ("FNB") entered on March 7, 2016, in the Court of Common Pleas of Tioga County, in the amount of $153,516. d. Judgment lien in favor of FNB entered on March 7, 2016, in the Court of Common Pleas of Tioga County, in the amount of $223,000.75. e. Judgment lien in favor of FNB entered on Jan. 30, 2017, in the Court of Common Pleas of Tioga County, in the amount of $784,210.10. f. Judgment lien in favor of FNB entered on Jan. 30, 2017, in the Court of Common Pleas of Tioga County, in the amount of $149,512. g. Judgment lien in favor of FNB entered on Jan. 30, 2017, in the Court of Common Pleas of Tioga County, in the amount of $97,998.99. These judgment liens in favor of FNB have been avoided as part of the Debtor's Confirmed Chapter 11 Plan of Reorganization. The Real Property may be subject to liens for past due and current real estate taxes and municipal liens. Pursuant to the Agreement, the Debtor, as the Seller, will pay costs and expenses associated with the sale of the Real Property at closing as follows: a. Any notarization or incidental filing charges required to be paid by the Debtor as the Seller. b. All other costs and charges apportioned to the Debtor as seller; c. All costs associated with the preparation of the conveyance instruments and normal services with respect to closing, including payment of a total of $5,000.00 payable to Debtor’s counsel, Cunningham, Chernicoff & Warshawsky, P.C., in connection with implementation of the sale, the presentation and pursuit of this Motion, consummation of closing and otherwise approved professional fees and expenses in connection with this case. The foregoing sums will be subject to the approval and allowance by the Bankruptcy Court and will be held by Cunningham, Chernicoff & Warshawsky, P.C. until such time as the Bankruptcy Court approves the application of such funds by Cunningham, Chernicoff & Warshawsky, P.C. d. Past due real estate taxes and present real estate taxes pro rated to the date of closing on the sale. e. Any municipal charges and liens, pro rated, to the date of closing on the sale. f. A commission at the rate of 6% of the sale consideration will be paid to United Country Jelliff Auction Group, the broker for the Debtor. g. Payment to the Office of the U.S. Trustee of the sum of $4,875 to be applied to fees owed or to be owed by the Debtor. No transfer tax is owed as it is a sale and transfer made pursuant to the Debtor's Plan. Subsequent to the payment of costs of sale as set forth, the Debtor proposes to pay the balance of the net proceeds to the Internal Revenue Service on account of the Internal Revenue Service lien set forth. In the event there is a dispute as to the disposition of the proceeds net of the aforesaid costs of sale, the Debtor requests approval of the sale with any disputed proceeds to be held in trust by his counsel, Cunningham, Chernicoff & Warshawsky, P.C. Finally, the Debtor requests that any order approving the sale transaction be effective immediately by declaring inapplicable the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement is available at https://tinyurl.com/k2kz3wup from PacerMonitor.com free of charge. William E. Robinson sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 17-04408) on Oct. 23, 2017. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham and Chernicoff PC as counsel. ********* 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 ***