/raid1/www/Hosts/bankrupt/TCR_Public/210330.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, March 30, 2021, Vol. 25, No. 88
Headlines
218 JACKSON: Seeks Court Approval to Hire Bankruptcy Counsel
3MB LLC: Lender Says Plan Disclosures Inadequate
ADVANCE BUSINESS INTERNATIONAL: Seeks to Tap Alla Kachan as Counsel
ADVANCED BUSINESS INTEGRATION: Seeks to Tap Alla Kachan as Counsel
ALLEGHENY SHORES: U.S. Trustee Unable to Appoint Committee
ALPINE 4 HOLDINGS: Delays Filing of 2020 Annual Report
AMBICA M & J: Trustee Gets $6.4 Mil. Offer for Comfort Inn
ARCHDIOCESE OF SANTA FE: Mighty Tai Buying Santa Fe Asset for $6.4M
ASAIG LLC: Auction of Substantially All Assets Moved to April 6
ATLANTIC STREET: To Seek Plan Confirmation on May 6
AULT GLOBAL: Coolisys Gets $10.5M Order for Residential EV Chargers
BCP RAPTOR II: Fitch Alters Outlook on 'B-' IDR to Positive
BCP RAPTOR: Fitch Affirms 'B-' LT IDR & Alters Outlook to Positive
BEAR CREEK: Unsecured Creditors Will be Paid 100% Under Plan
BMSL MANAGEMENT: Unsec. Creditors to Recover 6% in Hillrich Plan
BOUCHARD TRANSPORTATION: Committee Seeks to Hire Financial Advisor
BOURDOW CONTRACTING: Case Summary & 10 Unsecured Creditors
BOY SCOUTS OF AMERICA: Abuse Claimants Say Disclosures Inadequate
BOY SCOUTS OF AMERICA: Abuse Claimants Say Plan Lacks Vital Data
BOY SCOUTS OF AMERICA: In-Person Ch.11 Mediation in Miami Okayed
BOYCE HYDRO: Liquidating Trustee Taps Stretto as Claims Agent
BRAVO PRICE: Seeks Approval to Hire Alla Kachan PC as Counsel
CALAIS REGIONAL HOSPITAL: Court Confirms Plan to Sell to Down East
CALAIS REGIONAL HOSPITAL: Court Okays Sale of Hospital to Downeast
CAPRI HOLDINGS: Fitch Alters Outlook on 'BB+' LT IDR to Stable
CARLSON TRAVEL: Fitch Publishes 'CCC' Issuer Default Rating
CARROLL COUNTY ENERGY: S&P Affirms 'BB' Term Loan Rating
CARVANA CO: S&P Rates New $500MM Senior Unsecured Notes 'CCC+'
CITY CHURCH: Case Summary & 20 Largest Unsecured Creditors
COLOGIX HOLDINGS: S&P Assigns 'B-' Rating on New $575MM Term Loan
CONCORD INC: Files Emergency Bid to Use Cash Collateral
COUNTRY FRESH: Court Gives Clearance for $68-Mil. Sale
DAN RIVER CROSSING: Foreclosure Sale Set for April 9
DAVIDZON MEDIA: Seeks Approval to Hire Alla Kachan PC as Counsel
DEA BROTHERS: Seeks to Hire Douglass & Associates as Appraiser
DIOCESE OF SYRACUSE: Judge Refuses to Extend Claims Deadline
DOLPHIN ENERGY: Operator Awarded Fuel Supply Contract With DLA
DUNTOV MOTOR: Seeks Approval to Hire Andy Plagens as Accountant
DYCOM INDUSTRIES: S&P Affirms 'BB' Rating on $500MM Unsecured Notes
EAGLE HOSPITALITY: Defends Inclusion of Foreign Units in Chapter 11
EDWARD A. DAWSON: $45K Sale of Cusick Property to McDaniels Okayed
ELECTROTEK CORPORATION: Seeks to Tap Joyce W. Lindauer as Counsel
ENERGY FUTURE: Nextera Wants to Recover $60 Million Claim
ENSIGN DRILLING: S&P Raises ICR to 'CCC+', Outlook Negative
EQUESTRIAN EVENTS: Seeks Cash Collateral Access
FAIRBANKS CO: Unsecureds Will Recover 100% Under Asbestos Plan
FARMACIA NUEVA: Plan Filing Deadline Extended to June 17
FIELDWOOD ENERGY: Says Plan Disclosures Adequate
FLEXOGENIX GROUP: Court Approves Disclosure Statement
FLOW SERVICES: Seeks to Tap Grant Thornton as Financial Advisor
FMT SJ LLC: Fairmont San Jose Hotel Owners Aim Quick Bankruptcy End
FRONTERA HOLDINGS: No Need for Plan Changes Amid Temp Shutdown
FURNITURELAND USA: $1.6M Sale of Kissimmee Asset to Best Price OK'd
GATEWAY REST: Seeks Use of Cash Collateral
GENWORTH FINANCIAL: S&P Affirms 'B-' ICR, Off CreditWatch Negative
GEORGE WASHINGTON: Assets Sold to GWB; Unsecureds to Get Less 1%
GIOVANNI & SONS: May 18 Hearing on Disclosure Statement
GL BRANDS: Unsecured Creditors Will Split At Least $100K in Plan
GLOBAL EAGLE: Customer Base Acquired by Marlink
GNIRBES INC: Unsec. Creditors Owed $8.3K to Recover 21.6% in Plan
GNIRBES INC: Unsecureds get $75/Month for 24 Months
GREENSILL CAPITAL: To Line Lead Bid for Finacity as Ch.11 Kicks Off
GUARDION HEALTH: Incurs $8.6 Million Net Loss in 2020
HEO INC: Gets Cash Collateral Access Thru April 29
ICAN BENEFIT: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
IMAGEWARE SYSTEMS: Jay Lewis to Quit as Chief Financial Officer
INGERSOLL RAND: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
INTERMEDIA HOLDINGS: S&P Places 'B' ICR on CreditWatch Positive
INVESTVIEW INC: To Purchase SSA Technologies, MPower Trading
IRM EXPRESS: Seeks Use of Cash Collateral
KAISER AND ASSOCIATES: Gets Cash Collateral Access on Final Basis
KIDS WONDERLAND: Wins Cash Collateral Access Thru March 31
KUAKINI HEALTH: S&P Lowers 2002A Revenue Bond Rating to 'CCC'
LAKE CHARLES: Seeks Approval to Hire Special Counsel
LATAM AIRLINES: Stockholder Wants Official Committee
LEE DILL: Case Summary & 20 Largest Unsecured Creditors
LET'S GO: Seeks to Hire Apex Juris PLLC as Special Counsel
LINEAR MOLD: Seeks Cash Collateral Access
LS MOTORCARS: Files Emergency Bid to Use Cash Collateral
MAIN STREET INVESTMENTS: Seeks Approval to Hire Legal Counsel
MARAVAI TOPCO: S&P Upgrades ICR to 'B' on Improving Performance
MARSHALL MEDICAL: Fitch Affirms 'BB+' IDR, Outlook Stable
MARX STEEL: Court Allows Cash Collateral Use Until May 31
MARZILLI MACHINE: Gets Cash Collateral Access Thru June 24
MIKEN OIL: Files Emergency Bid to Use Cash Collateral
MILLENIUM 47C: U.S. Trustee Unable to Appoint Committee
NANYAH VEGAS: Case Summary & 5 Largest Unsecured Creditors
NATIONAL RIFLE ASSOCIATION: Delays Showdown on Bankruptcy Case
NATIONAL RIFLE: Appointment of Member Committee Sought
NINE POINT ENERGY: April 8 Stock Deduction Procedures Hearing Set
NN INC: S&P Withdraws 'B+' ICR on Recapitalization, Debt Repayment
NTH SOLUTIONS: Voluntary Chapter 11 Case Summary
NUVISTA ENERGY: S&P Upgrades ICR to 'B-', Outlook Stable
OER SERVICES: Seeks to Use CIBC Bank Cash Collateral
OUTLOOK THERAPEUTICS: Signs Deal to Sell $40M in Common Shares
PEOPLE SPEAK: Gets Approval to Hire Bankruptcy Counsel
PHUNWARE INC: Terminates Factoring Agreement With Bay View
PILGRIM'S PRIDE: S&P Rates New $1.0BB Senior Unsecured Notes 'BB+'
PILGRIMS PRIDE: Fitch Assigns BB+ Rating on Proposed Unsec. Notes
POLYMER ADDITIVES: S&P Upgrades ICR to 'CCC+', Outlook Stable
PRODIGY NETWORK: Hits Chapter 7 Liquidation
PRODUCERS INC: To Seek Approval of Settlement Plan on May 13
PROFESSIONAL DIVERSITY: To Acquire Interests in RemoteMore USA
QUINCY REAL ESTATE: U.S. Trustee Unable to Appoint Committee
RAHMANIA PROPERTIES: Plan Requires Refinancing by May 31
ROBERT F. TAMBONE: $31K Private Sale of Boat to Hohmann Approved
ROCKWOOD SERVICE: S&P Alters Outlook to Stable, Affirms 'B' ICR
RYDER MEMORIAL HOSPITAL: S&P Affirms 'CCC' Rating on 1994A Bonds
SANITECH LLC: Gets Cash Collateral Access on Interim Basis
SAONA HOLDING: Case Summary & 6 Unsecured Creditors
SC SJ Holdings: U.S. Trustee Appoints Creditors' Committee
SHILOH INDUSTRIES: Creditors' Committee Backs 2.6% to 3.6% Plan
SHILOH INDUSTRIES: To Seek Plan Confirmation on May 6
SPHERATURE INVESTMENTS: Melody Yiro Out as Committee Member
STUDIO MOVIE: Reduces Debt on Bankruptcy Exit, Keeps Theaters Open
TAPESTRY INC: Fitch Affirms 'BB' LT IDR & Alters Outlook to Stable
THAKORJI INC: Unsecured Creditors Will be Paid 25% Under Plan
TRI MECHANICAL: Unsecureds Will Get 40% in 5 Years in Trustee Plan
UNIVERSAL TOWERS: Monarch Buys Crowne Plaza Orlando
WATERBRIDGE MIDSTREAM: Fitch Lowers IDR to 'B-', On Watch Negative
WEST DEPTFORD: S&P Lowers Rating on Sr. Secured Term Loan B to 'B+'
YC FERNLEY: Case Summary & Unsecured Creditor
[*] Wash. Bankruptcy Court Okays Exculpation, Release Provisions
[^] Large Companies with Insolvent Balance Sheet
*********
218 JACKSON: Seeks Court Approval to Hire Bankruptcy Counsel
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218 Jackson, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Latham, Luna, Eden &
Beaudine, LLP as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its rights and duties in its
Chapter 11 case;
(b) prepare pleadings related to the case; and
(c) take other necessary actions incident to the proper
preservation and administration of the Debtor's bankruptcy estate.
The hourly rates of the firm's attorneys primarily working on this
matter are as follows:
Daniel Velasquez $300
Justin Luna $425
The hourly billing rates of the firm's other attorneys and
paralegals range from $575 for its most experienced attorneys to
$105 for its most junior paraprofessionals.
The firm received $7,978 for services rendered and costs incurred
prior to commencement of the case.
Latham, Luna, Eden & Beaudine does not represent interest adverse
to the Debtor or to the estate in matters upon which it is to be
engaged, according to court papers filed by the firm.
The firm can be reached through:
Justin M. Luna, Esq.
Latham, Luna, Eden & Beaudine, LLP
111 N. Magnolia Avenue, Suite 1400
P.O. Box 3353 (32802-3353)
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: jluna@lathlamluna.com
bknotice1@lathamluna.com
About 218 Jackson
218 Jackson, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-00983) on March 8, 2021. Amos Vizer, member of TwoChi, LLC,
signed the petition. In the petition, the Debtor disclosed total
assets of $1,283,900 and total liabilities of 41,287,387. Latham,
Luna, Eden & Beaudine, LLP serves as the Debtor's counsel.
3MB LLC: Lender Says Plan Disclosures Inadequate
------------------------------------------------
Lender U.S. Bank National Association filed an objection to the
proposed 3MB, LLC's First Amended Disclosure Statement dated
February 4, 2021.
Lender objected on the grounds that the Initial Plan was patently
unconfirmable, and the Initial Disclosure Statement did not contain
"adequate information". Specifically, the Court provided a list of
deficiencies with respect to the Initial Disclosure Statement,
requesting additional disclosure on:
i. A basis for the valuation of the Starbucks and Western Dental
Pads;
ii. Information regarding the "who, when, terms, timing of
binding commitment" with respect to the sale;
iii. Discussion of the collectability of outstanding A/R;
iv. Support for valuation of the Shopping Center beyond the
opinion of Debtor's principal, Mr. Bell;
v. Support for valuation of Starbucks and Western Dental Pads
beyond the opinion of Mr. Bell;
vi. Leasing currently vacant space at the Shopping Center;
vii. Consequences of failing to timely sell the Starbucks and
Western Dental Pads; and
viii. Risks with respect to indemnification from pending
litigation.
Many of these deficiencies remain in Debtor's Amended Disclosure
Statement.
Accordingly, after two failed attempts to propose a confirmable
plan and a disclosure statement that contains adequate information,
the Court has ample grounds to deny Debtor's present motion.
Attorneys for the Lender:
David M. Neff
Amir Gamliel
PERKINS COIE LLP
1888 Century Park E., Suite 1700
Los Angeles, CA 90067-1721
Telephone: 310.788.9900
Facsimile: 310.788.3399
E-mail: DNeff@perkinscoie.com
AGamliel@perkinscoie.com
About 3MB LLC
3MB LLC owns a mixed-use shopping center, commonly referred to as
the Village at Towne Center, in Bakersfield, California. The
Shopping Center comprises of four buildings, two of which include
second-story office space. The Shopping Mall has a current value
of $12 million.
3MB first sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-14663) on Nov. 19,
2018. The Debtor again sought Chapter 11 protection (Bankr. E.D.
Cal. Case No. 20-12642) on Aug. 11, 2020. Robert Bell, Esq.,
signed the petition.
At the time of the filing, the Debtor had total assets of
$12,276,441 and liabilities of $10,249,027.
Judge Jennifer E. Niemann oversees the case.
The Law Office of Leonard K. Welsh is the Debtor's legal counsel.
ADVANCE BUSINESS INTERNATIONAL: Seeks to Tap Alla Kachan as Counsel
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Advance Business International Network, Corp. seeks approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ the Law Offices of Alla Kachan, PC as its legal counsel.
The firm will render these legal services:
(a) assist the Debtor in administering its Chapter 11 case;
(b) make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization for the Debtor;
(f) draft and prosecute the confirmation of the Debtor's plan
of reorganization; and
(g) render such additional services as the Debtor may require
in its case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $475
Clerks and Paraprofessionals $250
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm an initial retainer of $8,000.
Alla Kachan, Esq., a member of the Law Offices of Alla Kachan,
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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Advance Business International Network
Advance Business International Network, Corp. filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 21-40311) on Feb. 8, 2021. At the time of the
filing, the Debtor disclosed less than $50,000 in assets and
between $1 million and $10 million in liabilities. Judge Elizabeth
S. Stong oversees the case. The Law Offices of Alla Kachan, PC
serves as the Debtor's counsel.
ADVANCED BUSINESS INTEGRATION: Seeks to Tap Alla Kachan as Counsel
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Advanced Business Integration Network Corp. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ the Law Offices of Alla Kachan, PC as its legal counsel.
The firm will render these legal services:
(a) assist the Debtor in administering its Chapter 11 case;
(b) make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization for the Debtor;
(f) draft and prosecute the confirmation of the Debtor's plan
of reorganization; and
(g) render such additional services as the Debtor may require
in its case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $475
Clerks and Paraprofessionals $250
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm an initial retainer of $8,000.
Alla Kachan, Esq., a member of the Law Offices of Alla Kachan,
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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Advanced Business Integration Network
Advanced Business Integration Network, Corp. filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 21-40310) on Feb. 8, 2021. Sam Katsman,
president, signed the petition. In the petition, the Debtor
disclosed less than $50,000 in assets and between $1 million and
$10 million in liabilities. Judge Elizabeth S. Stong oversees the
case. The Law Offices of Alla Kachan, PC serves as the Debtor's
counsel.
ALLEGHENY SHORES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Allegheny Shores, LLC.
About Allegheny Shores
Allegheny Shores LLC, a Pittsburgh, Pa.-based company engaged in
activities related to real estate, filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Court (Bankr. W.D. Penn.
Case No. 21-20386) on Feb. 25, 2021. Fabian Friedland, managing
member, signed the petition. In the petition, the Debtor disclosed
assets of between $1 million and $10 million and liabilities of the
same range.
Judge Jeffery A. Deller oversees the case.
Jonathan G. Babyak, Esq., at Campbell & Levine, LLC, represents the
Debtor as legal counsel.
ALPINE 4 HOLDINGS: Delays Filing of 2020 Annual Report
------------------------------------------------------
Alpine 4 Holdings, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the period ended Dec. 31, 2020.
The Company said its Annual Report on Form 10-K could not be filed
without unreasonable effort or expense within the prescribed time
period because management requires additional time to compile and
verify the data required to be included in the report. The report
will be filed within 15 days of the date the original report was
due.
About Alpine
Alpine 4 Holdings, Inc. (fka Alpine 4 Technologies Ltd.) is a
publicly traded enterprise with business related endeavors in
software, automotive technologies, electronics manufacturing, and
energy services & fabrication technologies. As of June 1, 2020,
the Company was a holding company that owned seven operating
subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American
Precision Fabricators, Inc.; Morris Sheet Metal, Corp; and JTD
Spiral, Inc.; Deluxe Sheet Metal, Inc,; and Excel Fabrication,
LLC.
Alpine 4 Technologies reported a net loss of $3.13 million for the
year ended Dec. 31, 2019, compared to a net loss of $7.91 million
for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $36.59 million in total assets, $50.16 million in total
liabilities, and a total stockholders' deficit of $13.57 million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
June 1, 2020 citing that the Company has suffered recurring losses
from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
AMBICA M & J: Trustee Gets $6.4 Mil. Offer for Comfort Inn
----------------------------------------------------------
Robin K. Cooper of Albany Business Review reports that a U.S.
bankruptcy trustee has received a $6.4 million offer from a buyer
interested in purchasing the assets of a Comfort Inn & Suites and a
Golden Corral restaurant off Route 50 in Wilton.
Trustee Christian Dribusch is negotiating a potential sale of the
7-acre property, 87-room hotel and 387-seat buffet restaurant as he
searches for a way to repay creditors some of the estimated $10
million they are owed.
The businesses located at 15-17 Old Gick Road, east of Saratoga
Springs, were controlled by mother-and-son owners Nirmala and Niral
Patel until Feb. 24, 2021.
That is when federal bankruptcy court judge Robert Littlefield Jr.
turned over the keys to the trustee. Dribusch was appointed to
oversee the business after the Patels' Chapter 11 bankruptcy
reorganization case was converted to a Chapter 7 liquidation.
Dribusch has asked the court to give him until July 2 to negotiate
a sale or liquidate assets by other means. He also asked the court
to permit him to cover certain expenses while overseeing the hotel.
The court approved Dribusch's request late Friday but terms were
not immediately available.
The prospective buyer who made the $6.4 million offer has not been
identified in court documents. The offer potentially would be
enough to free up roughly $1.28 million to help repay creditors who
are trying to collect debts unsecured by collateral, Dribusch wrote
in court papers.
The Patel family has owned the hotel and restaurant for 20 years.
They defaulted on a loan several years ago and worked out a
repayment plan, but ran into more problems after business declined
during the Covid-19 pandemic. The restaurant shut down a year ago
and hotel occupancy was hovering around 30% in January, about half
the demand in winter seasons prior to the pandemic.
The Comfort Inn and Golden Corral owners also are facing
allegations in state Supreme Court in Saratoga County that they
improperly spent some of the $1.98 million federal Paycheck
Protection Program loans they were awarded. Adirondack Trust Co.
sued the Patels in Saratoga County in October, claiming some of the
money was used to cover the mortgage on Nirmala Patel's house.
The Patels' attorney has said those allegations are based on flawed
assumptions and mischaracterization.
About Ambica M&J Two
Ambica M&J Two LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)), which owns property that's occupied
by the Comfort Inn & Suites Hotel and Golden Corral restaurant at
17 Old Gick Road, Saratoga Springs, New York. Maha Laxmi II Corp.
is the entity that controls the 87-room Comfort Inn. Jagdamba II
Corp. controls the Golden Corral. The three entities are owned by
mother-and-son team Nirmala Patel and Niral Patel.
To stop a receiver from taking control of the hotel and restaurant,
Ambica M&J Two LLC, Jagdamba II Corp., and Maha Laxmi II Corp.
sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 21-10014 to
21-10016) on Jan. 11, 2021. The petitions were signed by Niral
Patel, secretary.
Ambica M&J Two estimated assets and liabilities of $1 million to
$10 million. Jagdamba II Corp. estimated assets of $500,000 to $1
million and liabilities of $10 million to $50 million. Maha Laxmi
II Corp. estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million.
The Hon. Robert E. Littlefield Jr. is the case judge.
NOLAN HELLER KAUFFMAN LLP, led by Justin A. Heller, is serving as
the Debtors' counsel.
ARCHDIOCESE OF SANTA FE: Mighty Tai Buying Santa Fe Asset for $6.4M
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The Roman Catholic Church of the Archdiocese of Santa Fe asks the
U.S. Bankruptcy Court for the District of New Mexico to authorize
the sale of the real property located at 50 Mt. Carmel Rd., in
Santa Fe, New Mexico, to Mighty Tai, LLC, and/or its assignee for
$6.4 million.
The Debtor is the owner of Property.
Pursuant to the terms of the Listing Agreement, the Brokers, Philip
Gudwin and Rusty Wafer of Santa Fe Properties, will be paid 5% of
the sales price plus applicable tax. The commission due to the
Broker should be paid to the Brokers at closing, as should all
other costs of sale. The net proceeds will be delivered to the
Debtor.
The Debtor, through Broker, has exposed the Property to the market
in a manner intended to generate the most interest possible. On
Feb. 26, 2021, the Debtor and the Buyer executed a Purchase
Agreement. Pursuant to the terms of the Contract, which are
subject to the approval of the Court, the Buyer has agreed to
purchase, and the Debtor has agreed to sell the Property for $6.4
million. The Debtor asks that the Court authorizes the sale of the
Property.
The Debtor requests that the sale of the Property be free and clear
of all liens, claims, and interests with any such liens, claims,
and interests to attach to the net sale proceeds. Upon information
and belief, there are no liens filed of record attaching to the
Property. The Debtor is not aware of any other claims or interests
attaching to the Property.
The Debtor has determined that, in its business judgment, the
proposed sale of the Property to the Buyer in accordance with the
terms of the Contract is for fair and reasonable consideration, is
in good faith, does not unfairly benefit any party in interest,
will maximize the value of the Estate, and should be authorized.
By the Motion, the Debtor respectfully asks that the Court enters
an order:
A. Authorizing the sale of the Property pursuant to the
terms described in the Contract;
B. Approving the Contract and authorizing the Debtor to take
any and all actions necessary to close on the sale on the terms set
forth in the Contract, including but not limited to the execution
of a warranty deed in a form acceptable to Debtor and the Buyer;
C. Allowing as an administrative expense of the Estate and
authorizing the Debtor to pay the Brokers' commission and
applicable tax, in full, at closing, pursuant to the terms of the
Listing Agreement;
D. Allowing as administrative expenses of the Estate and
authorizing the Debtor to pay in full, at closing, all closing
costs and expenses pursuant to the terms of the Contract;
E. Authorizing the transfer of the Property pursuant to the
Contract free and clear of all Claims;
F. Finding that all persons and entities who have asserted,
could have asserted, or otherwise may in the future assert a cause
of action against the Debtor or the Property relating to their
Claims, be forever barred, estopped, and permanently enjoined from
asserting such causes of action or Claims against the Buyer, its
successors in interest, affiliates, and assignees and against the
Property of whatsoever nature;
G. Determining that the Buyer is a good faith purchaser of
the Property as that term is used in Section 363(m) of the
Bankruptcy Code;
H. Retaining exclusive jurisdiction to interpret, enforce
and implement the terms and provisions of the order approving the
sale and the Contract;
I. Determining that the order approving the sale is not
stayed as provided by Rule 6004(h) and the Debtor and the Buyer may
close on the sale as set forth in the Contract immediately; and
J. Granting the Debtor all other just and proper relief.
A copy of the Contract is available at https://tinyurl.com/ptw6b8aw
from PacerMonitor.com free of charge.
About the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe
covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child
abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel, Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and
REDW LLC as accountant.
On Aug. 28, 2020, the Court appointed as Brokers, Philip Gudwin
and Rusty Wafer of Santa Fe Properties.
ASAIG LLC: Auction of Substantially All Assets Moved to April 6
---------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas has issued an order extending certain deadlines
relating to ASAIG, LLC and affiliates' DIP financing and sale of
substantially all assets to BSE Aztec, LLC, for $4.8 million,
subject to overbid.
On Jan. 6, 2021, the Debtors obtained post-petition financing
provided by American General Life Insurance Co., the Variable
Annuity Life Insurance Co., and American Home Assurance Co., and
the PGA TOUR, Inc., in accordance with the terms and conditions set
forth in the Court's Final DIP Order and that certain Senior
Secured Priming and Superpriority Debtor-in-Possession Credit
Agreement attached thereto.
Pursuant to the Credit Agreement and Final DIP Order, the DIP
Financing terminates by its terms on March 31, 2021.
The Debtors have obtained entry of the Court's Bidding Procedures
Order. The Debtors are in the process of soliciting bids for the
sale of all or substantially all of their assets in accordance with
the procedures of the Bidding Procedures.
The Debtors and the DIP Lenders have agreed to modify the Final DIP
Order to extend the Maturity Date of the DIP Financing, in
accordance with the terms of the Order. They have agreed to modify
the Bidding Procedures Order to extend the Bid Deadline, Auction
Date, and Sale Hearing date and certain related deadlines, in
accordance with the terms of the Order.
Therefore, the Court amended the Bidding Procedures Order to
include the following provisions regarding applicable dates and
deadlines set forth in the Order:
a. The Bid Deadline and corresponding Credit Bid Notification
deadline is extended to April 2, 2021, at 5:00 p.m. (CT).
b. The deadline for the Debtors to determine Qualified Bids is
extended to April 5, 2021, at 10:00 a.m. (CT).
c. The Auction will be held on April 6, 2021, at 10:00 a.m.
(CT), telephonically pursuant to instructions to be provided by the
Debtors to parties entitled to attend the Auction.
d. The Auction Objection Deadline is extended to April 7,
2021, at 5:00 p.m. (CT).
e. The Adequate Assurance Objection Deadline as it relates to
a Successful Bidder that is not the Stalking Horse Purchaser is
extended to April 7, 2021 at 5:00 p.m. (CT).
f. The Sale Hearing is set for April 12, 2021, at 2:30 p.m.
(CT).
The Final DIP Order is amended to include the following provision
regarding extension of the Maturity Date set forth in the Credit
Agreement:
a. As set forth in the Credit Agreement, the term "DIP Delayed
Draw Term Loan Termination Date" is amended to mean the earlier to
occur of: (a) April 21, 2021; (b) the effective date of a plan of
reorganization in the Chapter 11 Cases; (c) the Termination
Declaration Date; (d) the date of the consummation of the sale of
all or substantially all of the assets or Equity Interests of the
Borrower Parties pursuant to Section 363 of the Bankruptcy Code;
and (e) the date all Obligations are indefeasibly paid in full in
cash and the Agreement and the other Loan Documents are terminated.
b. The corresponding dates of the Milestones, set forth the
Final DIP Order and in Section 6.29 of the Credit Agreement, are
amended to the extent necessary to be consistent with the dates set
forth, without the necessity of any further actions or agreements
among the parties to the Credit Agreement.
Within three days after the entry of the Order, the Debtors will
serve a copy of the Order on the Debtors' Master Service List.
The Debtors will provide a copy of the Order to all Potential
Bidders (or their advisors, as applicable).
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.
ATLANTIC STREET: To Seek Plan Confirmation on May 6
---------------------------------------------------
Judge Michael A. Fagone has entered an order conditionally
approving the disclosure statement of Atlantic Street Properties,
LLC,
Holders of claims and interests may accept or reject the Plan by
submitting ballots to the Debtor's counsel no later than April 29,
2021 at 5:00 p.m. The Debtor shall file a certification of the
results of the voting no later than May 4, 2021 at 5:00 p.m.
The deadline for filing and serving written objections to final
approval of the Disclosure Statement and confirmation of the Plan
shall be April 29, 2021.
A hearing on final approval of the Disclosure Statement and a
preliminary hearing on confirmation of the Plan shall be held on
May 6, 2021, at 2:00 p.m.
About Atlantic Street Properties
Atlantic Street Properties, LLC, is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a
multi-unit property located at 90 Atlantic St., Portland, Maine,
having an expert valuation of $1.222 million.
Atlantic Street sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Maine Case No. 20-20444) on Dec. 8,
2020. At the time of the filing, the Debtor disclosed $1.223
million in assets and $782,756 in liabilities. Judge Michael A.
Fagone oversees the case. Law Offices of J. Scott Logan, LLC is
the Debtor's legal counsel.
AULT GLOBAL: Coolisys Gets $10.5M Order for Residential EV Chargers
-------------------------------------------------------------------
Ault Global Holdings, Inc.'s power electronics business, Coolisys
Technologies Corp., has received a $10.5 million purchase order for
30,000 7kW residential EV charging systems. Coolisys received the
purchase order in conjunction with entering into a three-year
Purchase and Resale Agreement for the residential chargers with
Origin Micro and its subsidiary, iNetSupply.com. Coolisys
anticipates that it will, in connection with fulfilling the
purchase order, sell accessories to the residential charging EV
systems in the approximate amount of $1.5 million through iNet.
The 7kW wall-mount charging system runs on 208/240 volts and is
compatible with the SAE J1772 charging connector, with the option
to add an adapter to charge Tesla vehicles.
iNet is a leader in distributing new products for many popular
brands including Lenovo, Dell, HP and Cisco through its strong
relationships with traditional and e-commerce channels and
platforms. The 7kW wall-mount residential charger and its
peripherals will be available for purchase and preorder at
iNetSupply.com. The Company expects that the 7kW wall-mount
charger and peripherals will during the next few months be listed
on Newegg.com, NeweggBusiness.com, Amazon.com, eBay.com and
Walmart.com. iNet is highly regarded for delivering product
integrity and customer service to businesses and consumers.
iNet's President, Donald G. Doney, Jr. stated, "The future of
humanity's daily transportation lies in the development of EV and
EV infrastructure. Affordable, rapid charging of those millions of
EV's requires expertly engineered devices that are easy to use and
install. We are excited to enter this agreement with Coolisys and
navigate the growth of Coolisys' groundbreaking residential line of
chargers to the public."
Coolisys' President and CEO, Amos Kohn said, "We are pleased to
announce this purchase and resale agreement with iNet along with
our second purchase order from iNet. We look forward to
cultivating the opportunities that iNet can provide in what we
anticipate being a burgeoning relationship. iNet provides the
level of experience, knowledge, integrity and professionalism that
we believe to be required to launch, manage, and grow our
residential EV charging product line. We believe our EV
residential charger product line will be well positioned to address
the expected rapid expansion of infrastructure required to support
broad adoption of electric vehicles globally."
About Ault Global Holdings, Inc.
Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$43.64 million in total assets, $39.12 million in total
liabilities, and $4.52 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a 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.
BCP RAPTOR II: Fitch Alters Outlook on 'B-' IDR to Positive
-----------------------------------------------------------
Fitch Ratings has affirmed BCP Raptor II LLC's Long-Term Issuer
Default Rating (IDR) at 'B-'. Additionally, Fitch has upgraded BCP
Raptor II, LLC's (Raptor 2) senior secured term loan to 'B'/'RR3'
from 'B-'/'RR4'. The Rating Outlook is revised to Positive from
Negative.
The revised Outlook reflects the improving leverage profile of
Raptor 2. Fitch forecasts Raptor 2's leverage to trend below 6.5x
after YE21, as its strong 1Q21 performance and the improved hub
commodity prices in the Permian will strengthen BCP Raptor's near
term cash-flow and help accelerate the deleveraging process.
Additionally, Fitch also believes that production activity under
BCP Raptor 2's acreage will remain constructive in the near term.
Fitch projects Raptor 2 to sustain FFO Fixed Charge Coverage above
2.0x in the forecast years. The upgrade of the secured term loan
rating is reflective of Raptor 2's improved cash-flow profile.
KEY RATING DRIVERS
Elevated Leverage to Improve: Fitch's calculated YE20 leverage
(total debt/operating EBITDA) is approximately 8.3x, down from 8.7x
at YE19. The deleveraging was underpinned by the recovery of
production volumes with relatively lower (compared with the Permian
basin as a whole) producer-led volume curtailment disruption at the
height of the pandemic and the recovery in commodity price during
2H20, by which Raptor 2 benefited from under its percent of
proceeds (PoP) contracts. Similar to its affiliate BCP Raptor I
(EagleClaw; B-/Positive), Raptor 2 is projected to record a strong
1Q21 performance, as the company was able to remain in operation
when commodity price surged during the inclement weather event in
Texas.
Additionally, while Fitch notes that Raptor 2 does have some
percent of proceeds contracts, which subjects the company to
commodity price exposure, the recent completion and in-service of
natural gas pipelines in the Permian should improve hub commodity
prices and basis differentials, enhancing Raptor 2's cash flow in
the near term. Fitch expects producer activities to remain
constructive in 2021 and 2022 under the current Fitch price deck.
Given the accretive FCF generated from a strong 1Q20 to deleverage
and an improved performance outlook for 2021 and 2022, Raptor 2 is
forecasted by Fitch to deleverage below the positive rating
sensitivity of 6.5x after YE21. Additionally, Fitch also projects
Raptor 2 to sustain FFO Fixed Charge Coverage above 2.0x in the
forecast years.
Volumetric Exposure: Raptor 2's rating reflects its operational
exposure to volumetric risks associated with the production and
demand for crude and natural gas. Reallocation of capital by
producers to their other drilling sites will contribute to upstream
production underperformance at Raptor 2. Fitch expects flat to
modest growth for Raptor 2's gathering volume in 2021, as producers
continue to complete their DUCs (Drilled but Uncompleted Wells).
Raptor 2's overall crude volume is expected grow as a whole as it
will receive crude volume from customers that previously used
Eagleclaw's service. Fitch forecasts water services volume growth
in 2022 to be underpinned by contracted volume uptick.
Sponsor Support: Fitch believes that BCP Raptor II, LLC benefits
from supportive sponsors in Blackstone and I Squared Capital, which
control the board of directors. The ratings consider that
Blackstone and I Squared have provided additional equity
commitments that have been pledged to the company in support of
growth capital and liquidity needs, reducing the likelihood of the
need for any additional near-term debt or revolving credit facility
borrowings.
Scale as a Single-Basin Focused Provider: On a combined basis,
dedicated acreage for Raptor 2 and EagleClaw (consolidated) is
approximately 650,000. Raptor 2 is a natural gas gathering and
processing (G&P), produced water gathering and disposal, and crude
gathering services provider that operates in the Delaware region of
the Permian basin.
Given its single basin focus, Raptor 2 is subject to outsized event
risk should there be a slow-down or longer-term disruption of
Delaware Basin area production. However, partially offsetting the
limiting factor is Raptor 2's geographic presence in the Permian
where crude production growth has been robust and is expected to be
relatively stronger versus other North American producing regions,
in the near to intermediate term. Raptor 2 is also somewhat
diversified in its business line from providing both natural gas
G&P, produced water gathering and disposal, and crude gathering
services.
Customer Concentration: Raptor 2 has concentrated customer exposure
to Diamondback Energy Inc. (FANG; BBB/Stable), Cimarex Energy (XEC;
NR), Callon Petroleum Company (CPE; NR), and Colgate Energy, LLC
(NR). XEC is expected to be the largest provider of volumes across
each service near term, with CPE a close second (for gas gathering
service). Both CPE and XEC completed 2019 acquisitions of
independent Raptor 2 customers. While both XEC and CPE are better
credit quality counterparties than the entities they acquired, both
also have more diversified portfolios. This increases the
uncertainties that production efforts may be focused elsewhere and
growth is slower within Raptor 2 acreage than it would have been
otherwise.
Corporate Group Impacts: Raptor 2's ratings reflect Fitch's view of
the credit on a stand-alone basis based on the non-recourse
structuring of Raptor 2's debt. Fitch notes that the financial
results include transactions with affiliate EagleClaw. For
instance, in the past years EagleClaw paid Raptor 2 for the use of
a Raptor 2 interconnection and for delivering to EagleClaw natural
gas. Given an array of shared services and the existence of several
intercompany arrangements/frequent related party transactions,
Fitch has set the two long-term IDRs of Raptor 2 and EagleClaw at
the same level.
Raptor 2 has an ESG Relevance Score of 4 for Group Structure and
Financial Transparency as private-equity backed midstream entities
typically have less structural and financial disclosure
transparency than publicly traded issuers. This has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors. Also, group structure
considerations have elevated scope for given inter-family/related
party transactions with affiliate companies.
DERIVATION SUMMARY
Raptor 2's best comparable is Navitas Midstream Midland Basin, LLC
(B/Stable). Both operate in the Permian basin, although they
operate in different sub-basins. Raptor 2's customer mix, on
average, has a stronger credit quality than Navitas's, which, all
things being equal, should enable Raptor 2's customers to have a
better chance of financing their drilling plans in 2021. Navitas
has lower exposure to direct commodity price exposure than Raptor 2
given Navitas's contract structure. Navitas also exhibits stronger
credit metrics with leverage below 6.0x at YE21 according to
Fitch.
KEY ASSUMPTIONS
-- A Fitch price deck of Henry Hub natural gas prices of $2.75
per thousand cubic feet (mcf) in 2021; 2.45 in 2022 and over
the long-term and West Texas Intermediate oil prices of $55
per barrel (bbl) in 2021, $50/bbl in 2022 and $50/bbl in 2023;
-- Fitch's forecast of 2021 and 2022 gathering volumes to average
above 275 mmcfpd;
-- Reduced capital expenditure in forecast years used for
additional well connects, new customer system
integration/build out and system maintenance;
-- Dividends are not assumed in the model;
-- Deleveraging is supported by term loan amortization (1% per
annum);
-- In its recovery analysis, Fitch used a going-concern approach
with a 6x EBITDA multiple which is in line with recent
reorganization multiples in the energy sector. There have been
a limited number of bankruptcies and reorganizations within
the midstream space but bankruptcies, Azure Midstream and
Southcross Holdco, had multiples between 5x and 7x by Fitch's
best estimates. In Fitch's bankruptcy case study report
"Energy, Power and Commodities Bankruptcies Enterprise Value
and Creditor Recoveries" published in April 2019, the median
enterprise valuation exit multiplies for 35 energy cases for
which this was available was 6.1x, with a wide range of
multiples observed;
-- The going concern EBITDA of roughly $75 million-$80 million
for Raptor 2 reflects Fitch's view of a sustainable, post
reorganization EBITDA level upon which Fitch bases the
valuation of the company. The GC EBITDA is higher than the
previous model's of $70 million, reflecting the stronger
EBITDA forecast of Raptor 2. As per criteria, the going
concern EBITDA continues to embed some, but not all, of the
distress that caused the default in the first place. Guided by
this requirement, Fitch assumed that on or after 2022 (Fitch
WTI price deck price of $50/barrel) Raptor 2 customers require
moderate their drilling activity in ways that increase
profitability.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's forecast leverage to be below 6.5x leverage supported
by volume growth could lead to an upgrade;
-- Improved liquidity measures.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch forecast leverage of, or around 7.0x and fixed charge
coverage ratio trending below 2.0x could lead to a Stable
Outlook;
-- Fitch's forecast leverage to be above 7.5x on a sustained
basis and/or FFO Fixed Charge Coverage below 1.5x;
-- A negative rating action for EagleClaw;
-- Sanctioning of new capex projects that raises business risk;
-- Change in sponsor support as evidenced by a reluctance towards
or reduction in the usage of equity contributions and retained
cash flow funding for growth spending with funding instead
coming from increased revolver borrowings or new incremental
debt;
-- A significant change in cash flow stability profile, driven by
a move away from the current majority of revenue being fee
based. If revenue commodity price exposure were to increase,
Fitch would likely take a negative rating action. Fitch notes
that EagleClaw has some percent of proceeds contracts, which
subjects it to commodity price exposure
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Supported by Sponsor: As of Dec. 31, 2020, Raptor 2's
liquidity was roughly $48.5 million, consisting of about $1 million
in cash and approximately $47.5 million of available capacity on
its $60 million senior secured revolving credit facility. Liquidity
is supported by Raptor 2's receipt of sponsor equity commitments
for its growth capital spending in 2019 and through 2020. All of
Raptor 2's discretionary capex needs are expected to be funded with
internal cash flow and the equity commitment. Working capital needs
are low and availability on the super senior revolver should
provide enough liquidity to support any cash shortfalls.
Maturities are manageable with the term loan maturity date in 2025
and the revolver maturing in 2023. A debt service coverage ratio
(as defined) maintenance covenant of 1.1x, became effective June
30, 2019. At Dec. 31, 2020, Raptor 2 complied with all its
covenants. Fitch anticipates Raptor 2's will remain in compliance
with its covenants over the forecast period.
The two sponsors have, on their own credit or the credit of
affiliates who are not Raptor 2, caused banks to issue LOC in favor
of the senior secured debt's collateral agent for an amount of
approximately six months of expected interest and scheduled
principal repayment.
ESG CONSIDERATIONS
BCP Raptor II, LLC: Group Structure: 4
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
BCP RAPTOR: Fitch Affirms 'B-' LT IDR & Alters Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed BCP Raptor, LLC's (doing business as
EagleClaw Midstream Ventures) Long-Term Issuer Default Rating (IDR)
at 'B-', and BCP Raptor LLC's (EagleClaw) senior secured term loan
at 'B-'/'RR4'. The Rating Outlook on the IDR has been revised to
Positive from Negative.
The Positive Outlook reflects Fitch's forecast that EagleClaw will
deleverage to 6.4x-6.7x by YE 2021 and can maintain leverage below
the 6.5x positive rating sensitivity by YE 2022. Additionally,
Fitch projects EagleClaw's FFO fixed charge coverage ratio to be
above 2.0x in the near term. While Fitch-calculated EagleClaw's YE
2020 leverage (Total Debt/Operating EBITDA) at 8.6x, EagleClaw will
be able to deleverage more rapidly in 2021 than previously
anticipated, benefitting from a strong 1Q21 performance and from
the improving hub commodities price in the Permian, as natural gas
takeaway constraints are alleviated. During 1Q21, EagleClaw
remained in operation during the Texas snowstorm. Additionally,
contracted volume is expected to grow starting 4Q20.
KEY RATING DRIVERS
Leverage Elevated but Improving: Fitch calculated EagleClaw's YE
2020 leverage to be approximately 8.6x, an improvement from 9.5x at
YE 2019. The resumption of wells completion by EagleClaw's
customers and the recovery in commodity price during 2H20 helped
improve leverage, as the company has commodity price exposure under
its percent of proceeds (PoP) contracts and fixed recovery
contracts. EagleClaw's 1Q21 performance is expected to be strong,
as the company remained in operation during the Texas snowstorm,
allowing EagleClaw to minimize business disruptions and benefit
from favorable gas price movement.
Under the current Fitch commodities price deck, Fitch expects
constructive producer activities in 2021 and 2022. The improved
takeaway capacity for natural gas in the Permian should also
provide earnings uplift for EagleClaw's commodity price sensitive
business, as basis differentials become more favorable.
Contracted wellhead and processing volume growth will also
contribute to earnings starting 4Q20. Given a modest capex plan,
EagleClaw is projected to continue deleveraging as it utilizes FCF
to accomplish debt repayment, with leverage forecasted by Fitch in
the range of 6.4x-6.7x at YE 2021, and trend below the 6.5x
positive rating sensitivity. Fitch expects EagleClaw will also
maintain FFO fixed coverage ratio above 2.0x in the forecast
years.
Volumetric Risks and Commodity Price Exposure: EagleClaw's rating
reflects its operational exposure to volumetric risks associated
with the production and demand for natural gas and NGLs. Fitch
viewed that volume growth in the system has been slower than
anticipated in the recent years, disrupted by producers' completion
delays, weak commodity prices, and reduced development activities
on EagleClaw dedicated acreage. This has been offset somewhat by
the addition of new dedications and the lengthening of dedication
contract life.
Fitch believes that near-term volume growth will continue to rely
on the DUCs (Drilled but Uncompleted Wells) inventory under
EagleClaw's dedicated acreage, as its producer customers continue
to complete their DUCs. However, capex allocation by EagleClaw's
major E&P counterparties remain as risk for EagleClaw's wellhead
volume. Fitch expects some contracted volume growth opportunities
to begin in 4Q21 and 1Q22, which will underpin gathering and
processing volume growth in 2022.
Additionally, while EagleClaw generates a high percentage of cash
flow under fixed fee contracts with its counterparties, EagleClaw
has some PoP contracts and fixed price recovery contracts, which
subject the company to commodity price exposure. These contracts
expose EagleClaw to changing commodity prices and volatile
cashflow. However, the increased takeaway capacity for natural gas
in the Permian should offsett some of these concerns and help
improve basis differentials.
Corporate Group Impacts: EagleClaw's IDR has been equalized with
affiliate BCP Raptor II (Raptor 2; B-/Positive). EagleClaw's
financial results include transactions with Raptor 2. In past
years, EagleClaw paid Raptor 2 for the use its interconnection and
for delivering residue gas and processed liquids. Given an array of
shared services and the existence of several intercompany
arrangements/frequent related party transactions, both Long-Term
IDRs are at the same level. Fitch recently affirmed Raptor 2's
ratings and revised its Rating Outlook to Positive.
Concentration Concerns: EagleClaw is not reliant on a single
counterparty for the majority of its volumes, though it does have
concentrated customer exposure to Centennial Resource Development,
Inc. (Centennial; Not Rated), Diamondback Energy (BBB/Stable), and
PDC Energy, Inc. (PDC; Not Rated). EagleClaw has volumes and
acreage dedications from a diverse set of producer customers
operating within the Permian basin. Weighted average contract life
is over 11 years.
Sponsor Support: Fitch believes that EagleClaw benefits from
supportive sponsors in Blackstone Capital Partners and I Squared
Capital, which own EagleClaw's ultimate parent. The ratings reflect
Blackstone's and I Squared's significant additional equity
commitments pledged to the company in support of growth capital and
liquidity needs, including the Delaware Link project and capital
associated with recent acquisitions and new customer additions.
Additionally, Blackstone owns exploration and production (E&P)
companies: Primexx Energy Partners, which dedicated acreage to
EagleClaw. This provides operational support to EagleClaw's
gathering and processing system and good visibility into select
producer's development plans and geologic performance.
Scale: The combined dedicated acreage for EagleClaw (consolidated
basis) and Raptor 2 is approximately 750,000. On its own, EagleClaw
is a modest-sized midstream services provider in the Permian
region, and while the largest private natural gas gathering and
processing company in the Delaware basin, it is smaller than
certain competitors, and has limited business line diversity.
EagleClaw focuses mainly on gas gathering, compression, and
processing with roughly 780 MMcf/d of processing capacity at
EagleClaw and additional 540 MMcf/d of processing capacity at
Raptor 2. EagleClaw also has expanded into crude gathering with the
acquisition of Pinnacle Midstream, and holds significant/expanding
long-haul gas and NGL transportation capacity, further diversifying
its midstream service offerings. Given its single basin focus,
EagleClaw is subject to event risk in the event of disruption in
Permian region production.
EagleClaw has an ESG Relevance Score of '4' for Group Structure and
Financial Transparency as private-equity backed midstream entities
typically have less structural and financial disclosure
transparency than publicly traded issuers. This has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors. Additionally, group structure
considerations have elevated scope for given inter-family/related
party transactions with affiliate companies.
DERIVATION SUMMARY
EagleClaw's best comparable is Navitas Midstream Midland Basin, LLC
(Navitas; B/Stable). A portion of both companies' business is paid
in hydrocarbons. However, Navitas' main contract type is a price
floor-protected contract. With Fitch's price deck, including the
price deck's implication for the natural gas liquids (NGL) gallon,
most of these contracts receive a unit gross margin (in dollars per
Mcf) at/or near the fee floor. Both companies have similar
customers average credit quality; however, EagleClaw's customer mix
shows more diversity than Navitas's.
Fitch expects Navitas's leverage to be just under 6.0x at YE 2021,
lower than Fitch's expectation for EagleClaw. Both companies were
pioneers in raising large syndicated loans, and therefore, at this
stage, are almost midway through their loan's seven-year life. Both
companies have about a remaining 10-year weighted average life on
their acreage-dedication-based contracts, which means
contract-asset coverage is good. As the companies each continue to
build out their systems, they become almost invulnerable to
competition, even after the dedications expire. Going forward,
Fitch will factor into the rating each company's approaching
maturities.
KEY ASSUMPTIONS
-- A Fitch price deck of Henry Hub natural gas prices of $2.75
per thousand cubic feet (mcf) in 2021; 2.45 in 2022 and over
the long-term and West Texas Intermediate oil prices of $55
per barrel (bbl) in 2021, $50/bbl in 2022 and $50/bbl in 2023;
-- Fitch's forecast 2021 and 2022 gathering volumes to average
above 630mmcfpd and 690 mmcfpd, respectively;
-- Contracted volume growth opportunities to begin 4Q20;
-- Annual capital expenditure remains below $50 million in the
forecast years;
-- Dividends are not assumed in the model;
-- Deleveraging is supported by term loan amortization (1% per
annum);
-- In its recovery analysis, Fitch utilized a going-concern
approach with a 6x EBITDA multiple, which is in line with
recent reorganization multiples in the energy sector. There
have been a limited number of bankruptcies and reorganizations
within the midstream space. However, the bankruptcies of Azure
Midstream and Southcross Holdco, had multiples between 5x and
7x by Fitch's best estimates. In Fitch's bankruptcy case study
report "Energy, Power and Commodities Bankruptcies Enterprise
Value and Creditor Recoveries," published in April 2019, the
median enterprise valuation exit multiplies for 35 energy
cases available was 6.1x, with a wide range of multiples
observed;
The recovery analysis assumes that EagleClaw would be considered a
going-concern in bankruptcy. Fitch has assumed a 10% administrative
claim (standard). The going-concern EBITDA estimate of $110
million- $115 million and is $15 million higher than the previous
model's $100 million, reflecting the stronger EBITDA forecast for
BCP Raptor I.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's forecast leverage to be below 6.5x leverage supported
by volume growth could lead to an upgrade.
-- Improved liquidity measures.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's forecast leverage of, or around 7.0x and fixed charge
coverage ratio trending below 2.0x could lead to a Stable
Outlook;
-- Fitch's forecast leverage to be above 7.5x on a sustained
basis and/or FFO Fixed Charge Coverage below 1.5x;
-- A negative rating action for Raptor 2;
-- Sanctioning of new capex projects that raises business risk;
-- Change in sponsor support as evidenced by a reluctance towards
or reduction in the usage of equity contributions and retained
cash flow funding for growth spending with funding instead
coming from increased revolver borrowings or new incremental
debt;
-- A significant change in cash flow stability profile, driven by
a move away from the current majority of revenue being fee
based. If revenue commodity price exposure were to increase,
Fitch would likely take a negative rating action. Fitch notes
that EagleClaw has some percent of proceeds contracts, which
subjects it to commodity price exposure
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of Dec. 31, 2020, EagleClaw's liquidity was
approximately $55.8 million, consisting of about $5.7 million in
cash and $50 million of available capacity ($4.4 million LoC) on
its $125 million senior secured revolving credit facility.
EagleClaw owners, Blackstone and I Squared in the past approved to
fund the acquisition of Permian Gas from PDC and for future growth
capital projects, including the Delaware Link project and a new
gathering and processing agreement with a large, highly rated
counterparty.
Maturities are manageable with the revolving credit facility
maturity being extended to November 2023 during 1Q21. Covenants are
manageable with a debt service coverage ratio maintenance covenant
of 1.1x (as defined), EagleClaw is currently in compliance with
this covenant and Fitch anticipates EagleClaw will remain in
compliance with this covenant over the forecast period.
A letter of credit in favor of the collateral agent for the account
of an entity in the ownership chain for EagleClaw is sized to
provide approximately six months of expected interest payments and
scheduled principal repayments.
ESG CONSIDERATIONS
EagleClaw has an ESG Relevance Score of '4' for Group Structure and
Financial Transparency as private-equity backed midstream entities
typically have less structural and financial disclosure
transparency than publicly traded issuers. This has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors. Also, group structure
considerations have elevated scope for given inter-family/related
party transactions with affiliate companies.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
BEAR CREEK: Unsecured Creditors Will be Paid 100% Under Plan
------------------------------------------------------------
Bear Creek Trail, LLC, submitted a Plan and a Disclosure
Statement.
The Debtor has two assets, a 2001 East Bay HX Express 49 Ft. Yacht
and a 2018 Range Rover Sport automobile. The estimated market value
of these assets is $615,000.
Class 2A General Unsecured Undisputed Claims totaling $422,000.
Unless otherwise agreed between the Debtor and a Holder of the
Claim, Interest will be paid on the unpaid balance at the rate of
7% from the date of provision of the loans.
Class 2B Adminstratively Segregated Unsecured Claims totaling
$36,290.32. Interest will be paid on the unpaid balance at the rate
of 6% from the date of provision of the loans.
For classes 2A and 2B the loan will mature on the earlier to occur
of the sale of the Yacht Courage or the refinancing of all debt
secured by the Yacht Courage or on the sixth anniversary of the
Effective Date. Beginning on the first anniversary date of the
Effective Date quarterly payments equal to 1/20th of the principal
amount of the debt will be paid until the loan matures. Estimated
recovery 100%
Class 3 Equity Holders totaling $195,000. Under the Plan, the
Equity Holders would retain 100% of their equity with the ability
to see their long term financial strategy for the Debtor achieved.
With respect to Class 2 Claims, it is anticipated that the Yacht
Courage will be refinanced on a long term basis within a year and
the debt owed with respect to it and the Range Rover will be paid
in full at that time. With respect to Class 3 Claims they will be
unimpaired and distributions to them will be made as determined
from time to time but after the Holders of Claims 1 and 2 have been
paid unless the holders of those claims agree otherwise.
We plan to obtain a loan secured by the Yacht Courage and/or the
2018 Range Rover. Once obtained we will use the loan proceeds to
pay on or before the Effective Date all of the Administrative
Expenses of the Estate.
Counsel for Debtor:
KEN MCCARTNEY, Bar No. 5-1335
The Law Offices of Ken McCartney P.C.
1401 Airport Parkway Ste. 200
PO Box 1364
Cheyenne, WY 82003
Tel. 307 635-0555
email: bnkrpcyrep@aol.com
A copy of the Disclosure Statement is available at
https://bit.ly/3vVtp2F from PacerMonitor.com.
About Bear Creek Trail
Bear Creek Trail, LLC is a Cheyenne, Wyo.-based company whose
primary asset is a vessel located on the east cost of the United
States.
Bear Creek Trail sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Wyo. Case No. 20-20348) on July 20,
2020. The petition was signed by Marvin Keith, president, Elk
Mountain, Inc., the Debtor's owner and CEO of Bear Trail, LLC. At
the time of the filing, the Debtor disclosed total assets of
$615,000 and total liabilities of $1,719,947. Judge Cathleen D.
Parker oversees the case. Ken McCartney, Esq., at The Law Offices
of Ken McCartney, P.C., is the Debtor's legal counsel.
BMSL MANAGEMENT: Unsec. Creditors to Recover 6% in Hillrich Plan
----------------------------------------------------------------
Hillrich Holding Corp. filed a Chapter 11 Plan and a Disclosure
Statement for BMSL Management, LLC, on March 22, 2021.
The focus of this Plan is the payment of claims from the proceeds
of a sale by the Plan Proponent of the Debtor's real property
located at 131-09 Hillside Avenue, South Richmond Hill, New York
11419. Hillrich is the holder of a mortgage lien on the Property
securing a loan made in May 2008 in the original principal amount
of $910,000
The Debtor's exclusive period for filing a plan terminated on March
3, 2021.
Hillrich has filed its own Plan which seeks to sell the Debtor's
Property at a Section 363 Sale and use the net proceeds of such
sale to fund the Plan and payoff the secured debt and net the
unsecured creditors no less than 6% of their allowed claims upon
the closing of the sale of the Debtor's Property.
The Hillrich Plan provides:
* Class 1 - Secured Claim of Hillrich. Pursuant to a payoff
letter dated March 9, 2021, a payoff calculation of the Loan as of
April 30, 2021 indicates an outstanding amount of $3,001,866.56
plus per diem interest at the rate of $598.36 per diem. Hillrich
shall retain its mortgage lien on and in the Property to the extent
of its claim, until the sale thereof pursuant to the Plan. The
Secured Claim of Hillrich shall be satisfied by paying Hillrich
from the Distribution Fund the full amount of the Allowed Secured
Claim of Hillrich on the date of the closing of the sale of the
Property to the extent there is sufficient funds available to
satisfy the Secured Claim after payment of Allowed Class 2, 3 and 4
Claims and all Administrative Claims provided for in the Plan,
which include U.S. Trustee fees owed. Class 1 is impaired.
.
* Class 3 - Unsecured Claims. Class 3 consists of the claim of
MLF3 Atlantic LLC which filed a proof of claim dated January 20,
2021 for a secured claim in the amount of $824,024.20. Hillrich
shall provide a carve-out from the payment of its claim to the
extent necessary to pay Class Three creditors 6% of its allowed
claim on the Distribution Date. Class 3 is impaired.
* Class 4 - Equity Interests. Class 4 shall receive cash
distribution to the extent that the Sale of the Property nets
sufficient funds to pay all Class 1, 2, and 3 claims as well as any
administrative claims and creditors, Equity will receive any
remaining funds.
Attorneys for Hillrich Holding Corp:
Ronald M. Terenzi (RM-6416)
TERENZI & CONFUSIONE, P.C.
401 Franklin Avenue
Garden City, New York 11530
Tel: (516) 812-0800
A copy of the Disclosure Statement is available at
https://bit.ly/3sr2uJV from PacerMonitor.com.
About BMSL Management
BMSL Management LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 20-43621) on Oct. 14, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Shiryak Bowman Anderson Gill & Kadochnikov, LLP.
BOUCHARD TRANSPORTATION: Committee Seeks to Hire Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Bouchard Transportation Co., Inc. and affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Berkeley Research Group, LLC as its
financial advisor.
Berkeley Research Group will render these services:
(a) analyze the Debtors' assets and possible recoveries to
creditor constituencies under various scenarios and develop
strategies to maximize recoveries;
(b) review and provide analysis of any filed plan of
reorganization and disclosure statement;
(c) advise and assist the committee in its analysis and
monitoring of the historical, current and projected financial
affairs of the Debtors;
(d) develop and issue periodic monitoring reports to enable
the committee to evaluate effectively the Debtors' performance;
(e) evaluate and participate in any sale process;
(f) advise and assist the committee with respect to any
debtor-in-possession financing arrangements and the use of cash
collateral;
(g) assist the committee and counsel in discussions and
negotiations with various creditor constituencies regarding
restructuring and case resolution;
(h) analyze both historical and ongoing related party
transactions or material unusual transactions of the Debtors;
(i) monitor liquidity and cash flows throughout the cases and
scrutinize cash disbursements and capital requirements;
(j) advise the committee and counsel in evaluating any court
motions, applications, or other forms of relief, filed or to be
filed by the Debtors, or any other parties in interest;
(k) advise and assist the committee in its assessment of the
Debtors' employee needs and related costs;
(l) analyze the Debtors' business plan and monitor the
implementation of any strategic initiatives and prepare reports
related thereto;
(m) assist counsel in evaluating all purported lien claims by
creditors;
(n) provide support for counsel as necessary to address
restructuring issues;
(o) provide support to the committee and counsel regarding
potential litigation strategies;
(p) work with the Debtors' tax advisors to ensure that any
restructuring or sale transaction is structured in a tax efficient
manner;
(q) monitor the Debtors' claims management process;
(r) advise the committee in connection with any potential
claims and causes of action;
(s) participate in meetings and discussions with the
committee, the Debtors, and the other parties in interest and with
their respective professionals and attending court hearings as may
be required;
(t) provide any expert reports or testimony as requested by
the committee and counsel; and
(u) perform other matters as may be requested by the committee
or counsel.
The standard hourly rates for Berkeley's personnel are as follows:
Managing Director $860 - $1,150
Director $600 - $895
Professional Staff $250 - $770
Support Staff $125 - $275
The standard hourly rates for the professionals anticipated to be
assigned to this engagement are as follows:
Bob Duffy $1,150
Christopher Kearns $1,150
Mackenzie Shea $1,025
Rudy Morando $950
Mike Brown $795
Conor Flynn $570
In addition, Berkeley will be reimbursed for out-of-pocket expenses
incurred.
Christopher Kearns, a managing director at Berkeley Research Group,
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:
Christopher J. Kearns
Berkeley Research Group, LLC
810 Seventh Avenue, Suite 4100
New York, NY 10019
Telephone: (646) 205-9320
Facsimile: (646) 454-1174
Email: ckearns@thinkbrg.com
About Bouchard Transportation
Founded in 1918, Bouchard Transportation Co., Inc.'s first cargo
was a shipment of coal. By 1931, Bouchard acquired its first oil
barge. Over the past 100 years and five generations later, Bouchard
has expanded its fleet, which now consists of 25 barges and 26 tugs
of various sizes, capacities and capabilities, with services
operating in the United States, Canada and the Caribbean.
Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 20-34682) on Sept. 28, 2020. At
the time of the filing, the Debtors had estimated assets of between
$500 million and $1 billion and liabilities of between $100 million
and $500 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel;
Portage Point Partners, LLC as restructuring advisor; Jefferies LLC
as investment banker; and Berkeley Research Group, LLC as financial
advisor. Stretto is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases. Ropes & Gray, LLP and
Berkeley Research Group, LLC serve as the committee's legal and
financial advisor, respectively.
BOURDOW CONTRACTING: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Bourdow Contracting, L.L.C.
7080 Westside Saginaw Road
Bay City, MI 48706
Business Description: Bourdow Contracting, L.L.C. is a
construction company based in Bay City,
Michigan.
Chapter 11 Petition Date: March 27, 2021
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 21-20360
Debtor's Counsel: Susan M. Cook, Esq.
WARNER NORCROSS & JUDD, LLP
715 E. Main Street
Suite 110
Midland, MI 48640-5382
Tel: 989-698-3759
E-mail: smcook@wnj.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason A. Bourdow, the managing member.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JXEOAYY/Bourdow_Contracting_LLC__miebke-21-20360__0003.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/JNEOPXA/Bourdow_Contracting_LLC__miebke-21-20360__0001.0.pdf?mcid=tGE4TAMA
BOY SCOUTS OF AMERICA: Abuse Claimants Say Disclosures Inadequate
-----------------------------------------------------------------
Sexual abuse claimants each represented by Craig K. Vernon and R.
Charles Beckett, of the law firm of James, Vernon, and Weeks, P.A.,
object to the sufficiency and adequacy of the Disclosure Statement
for the Amended Chapter 11 Plan of Reorganization for Boy Scouts of
America and Delaware BSA, LLC.
Claimants point out that there is a failure to disclose the assets
and liabilities of each party receiving a release.
* The Disclosure Statement does not provide any
property-by-property valuation of the real or personal property
that the Debtors intend to transfer to a settlement trust, or any
property-by-property valuation of the real or personal property
that it seeks to retain.
* The Disclosure Statement does not include in its liquidation
analysis the properties of the local councils.
* The Disclosure Statement and the Amended Chapter 11 Plan of
Reorganization for Boy Scouts of America and Delaware BSA, LLC fail
to provide any property valuation information for a creditor to
determine if the local council is making a substantial contribution
that warrants a release and channeling injunction.
* The Disclosure Statement and the Plan do not provide any
property valuation information of any charter organization that
will be released, including any justification by a charter
organization for asserting that an asset is unavailable to pay
creditors (e.g. donor restricted), how many childhood sexual abuse
claims implicate each charter organization, and how much each
charter organization is contributing in exchange for a release of
such childhood sexual abuse claims.
* Claimants cannot make an informed decision to vote to accept
or reject the Plan because the Disclosure Statement does not
contain any information about the number of claims against each
local council or charter organization, or any estimate of the value
of such claims.
* The Disclosure Statement also fails to adequately explain how
any contribution by non-Debtor entities, including local councils
and charter organizations, will be utilized, including whether
their contribution will be used to pay administrative expenses, to
pay trust administrative and legal expenses, or to compensate
others who do not have a claim against that entity.
* The inadequacy of the Disclosure Statement is illustrated by
the fact that the Debtors state in the Plan that they are
"committed" to ensuring the local councils collectively contribute
at least $300 million, but they fail to disclose how much each
council has available to contribute, how much each council is
contributing, and how the contributions of each council will be
utilized, including whether the contributions of a council will be
used to compensate abuse survivors who do not have a claim against
that council.
* Claimants object to the adequacy of the Disclosure Statement
and the accompanying solicitation procedures because they fail to
notify Claimants which local council and/or charter organization is
associated with their abuse, whether any such entity will receive a
release, and if so, the terms of the release.
* The Claimants object to the adequacy of the Disclosure
Statement because it fails to explain the likelihood of defeating
the insurers' coverage defenses or the insurance companies' ability
to pay abuse claims that total billions of dollars.
* The Claimants object to the adequacy of the Disclosure
Statement because it fails to explain how the proceeds of any
insurance policies assigned to the trust will be utilized. The
Claimants are entitled to know how the proceeds of any policies
will be utilized, including whether the proceeds of a policy that
covers a Claimant's claim is being used to pay administrative
expenses, to pay trust administrative and legal expenses, or to
compensate others who do not have a claim covered under the same
policy.
* The Claimants object to the adequacy of the Disclosure
Statement because it fails to explain what contribution the
insurers and their non-Debtor insureds will make in order to
receive a release.
* The Claimants object to the adequacy of the Disclosure
Statement because it fails to specify what contribution the local
council and/or charter organizations will have to make to receive a
release, including a contribution above and beyond their rights
under insurance policies.
Attorneys for Claimants:
Craig K. Vernon
R. Charles Beckett
JAMES, VERNON AND WEEKS, P.A.
1626 Lincoln Way
Coeur d'Alene, ID 83814
Telephone: (208)667-0683
Email: cvernon@jvwlaw.net
rbeckett@jvwlaw.net
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: Abuse Claimants Say Plan Lacks Vital Data
----------------------------------------------------------------
Law360 reports that a group of sexual abuse claimants in the Boy
Scouts of America's Chapter 11 told the Delaware bankruptcy court
Wednesday, March 24, 2021, the Scouts' proposed reorganization plan
lacks key details, including which local councils will be released
from liability.
In an objection sent to U.S. Bankruptcy Judge Laurie Selber
Silverstein, a group of more than 150 abuse claimants argued the
Boy Scouts' Chapter 11 disclosure statement doesn't contain enough
information for them to decide whether to accept or reject the
reorganization plan.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: In-Person Ch.11 Mediation in Miami Okayed
----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the Boy Scouts of America
can hold in-person mediation sessions in its bankruptcy counsel's
Miami office despite sexual abuse claimants' request to conduct the
negotiations exclusively over Zoom, a judge ruled.
The Boy Scouts and sexual abuse victims should conduct discussions
over the organization's Chapter 11 plan via Zoom or in person,
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware ordered Wednesday, March 24, 2021.
In-person attendance isn’t mandatory, the order says.
Maskless spring break partiers in Miami Beach present a risk to
individuals who would like to participate in person, an official
tort claimants’ committee said.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOYCE HYDRO: Liquidating Trustee Taps Stretto as Claims Agent
-------------------------------------------------------------
Scott Wolfson, the liquidating trustee in the Chapter 11 cases of
Boyce Hydro, LLC and Boyce Hydro Power, LLC, seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Stretto as claims and noticing agent.
Stretto will provide the liquidating trustee with consulting
services regarding claims analysis and reconciliation, website
maintenance, legal noticing, case research, confidential online
workspaces or data rooms, and analysis of avoidance claims filed in
the Debtors' cases.
Stretto will bill the liquidating trustee no less frequently than
monthly. The liquidating trustee 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 Boyce Hydro
Boyce Hydro LLC is an Edenville dam that was privately owned and
operated by Boyce Hydro Power, a company based in Edenville, which
also owned three other hydroelectric facilities.
On July 31, 2020, Boyce Hydro and affiliate, Boyce Hydro Power,
LLC, sought Chapter 11 protection (Bankr. E.D. Mich. Lead Case No.
20-21214). The Debtors were each estimated to have $10 million to
$50 million in assets and $1 million to $10 million in liabilities
as of the bankruptcy filing.
Judge Daniel S. Oppermanbaycity oversees the cases.
Goldstein & McClintock LLP, led by Matthew E. McClintock, Esq., is
the Debtors' legal counsel.
On Feb. 25, 2021, the court entered a nonconsensual order, which
confirmed the Debtors' joint consolidated Chapter 11 plan of
liquidation, and approved the establishment of the Boyce Hydro
liquidating trust and Scott A. Wolfson's appointment as liquidating
trustee. The plan was declared effective on March 3, 2021.
The liquidating trustee tapped Wolfson Bolton, PLLC as legal
counsel. Stretto is the claims agent.
BRAVO PRICE: Seeks Approval to Hire Alla Kachan PC as Counsel
-------------------------------------------------------------
Bravo Price Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ the Law Offices of Alla
Kachan, PC as its legal counsel.
The firm will render these legal services:
(a) assist the Debtor in administering its Chapter 11 case;
(b) make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization for the Debtor;
(f) draft and prosecute the confirmation of the Debtor's plan
of reorganization; and
(g) render such additional services as the Debtor may require
in its case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $475
Clerks and Paraprofessionals $250
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The firm received an initial retainer of $8,000.
Alla Kachan, Esq., a member of the Law Offices of Alla Kachan,
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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Bravo Price Corp.
Bravo Price Corp. filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
21-40309) on Feb. 8, 2021. Sam Katsman, president, signed the
petition. At the time of the filing, the Debtor disclosed less than
$50,000 in assets and between $1 million and $10 million in
liabilities. Judge Elizabeth S. Stong oversees the case. The Law
Offices of Alla Kachan, PC serves as the Debtor's counsel.
CALAIS REGIONAL HOSPITAL: Court Confirms Plan to Sell to Down East
------------------------------------------------------------------
In the chapter 11 case of Calais Regional Hospital, Judge Michael
A. Fagone has entered an order confirming the Plan and approving
the Disclosure Statement submitted by the Official Committee of
Unsecured Creditors and Katahdin Trust Company.
The Order held that the purchaser, Calais Community Hospital, an
affiliate of Down East Community Hospital, is not an "insider" or
"affiliate" of the Debtor, as those terms are defined in Sec. 101
of the Bankruptcy Code, and no common identity of incorporators,
directors, managers, controlling shareholders, or other insider of
the Debtor exist between Purchaser and the Debtor, excepting the
possible result of the two board seats of the Purchaser to be
granted in accordance with the APA.
Mark Stickney, of Spinglass Management Group, is appointed as the
Plan Officer effective immediately.
The Debtor and the Plan Officer are authorized to, and shall, take
any and all actions necessary or appropriate to (a) consummate the
Sale Transaction pursuant to and in accordance with the terms and
conditions of the APA, the Plan, and the other transaction
documents related thereto; (b) execute and deliver, perform under,
consummate, implement, and take any and all other acts or actions
as may be reasonably necessary or appropriate to the performance of
their obligations as contemplated by the APA, the Plan, and
transaction documents related thereto, in each case without further
notice to or order of this Court; and (c) cause the Debtor to
submit an application to the Paycheck Protection Program.
On or before 11:59 p.m. on Monday, March 29, 2021, the Purchaser
shall provide Anthem Health Plans of Maine, Inc., d/b/a Anthem Blue
Cross and Blue Shield with written notice of its decision
concerning the assumption or rejection of the Facility Agreement by
filing a notice of its decision on the docket.
Article 12.5 of the Plan is deleted in its entirety and replaced
with the following:
12.5 Medicare Provider Agreements and MaineCare Provider
Agreements. Notwithstanding anything in this Plan, a Confirmation
Order, or the APA to the contrary, any Medicare Provider Agreements
and MaineCare Provider Agreements shall not be considered an
"asset" that may be sold pursuant to section 363 of the Bankruptcy
Code. As of the Closing Date, the Purchaser shall either (i) obtain
a new Medicare Provider Agreement and/or MaineCare Provider
Agreements for Purchaser, or (ii) take an assignment of the
Debtor's Medicare Provider Agreement and/or MaineCare Provider
Agreements. If the Purchaser intends to accept the Medicare
Provider Agreements and/or MaineCare Provider Agreements, then as
of the Closing Date, and in accordance with 11 U.S.C. § 365, the
Debtor assumes, as applicable, its Medicare Provider Agreement(s),
identified by applicable CMS Certification Number(s), and/or its
MaineCare Provider Agreement(s), identified by applicable MaineCare
Provider Number(s), including all benefits and burdens, except as
modified by agreement between the Purchaser and the applicable
payor. Except as modified by agreement between the Purchaser and
the applicable payor, as of same date, (i) Purchaser accepts
automatic assignment of the Debtor's Medicare Provider Agreement
under 42 C.F.R. Sec. 489.18, including all benefits and burdens,
and (ii) Purchaser accepts automatic assignment of the Debtor's
MaineCare Provider Agreement under applicable Maine law, including
all benefits and burdens. Thereafter, the Medicare Provider
Agreements and MaineCare Provider Agreements will be governed
exclusively by state and federal Medicare and/or Medicaid as
applicable laws, regulations, policies and procedures (each as
applicable), and without regard to bankruptcy law. These include,
but are not limited to, adjustment of all payments to the
Purchaser, as the owner of the Medicare Provider Agreements and/or
MaineCare Provider Agreements, to account for all prior
overpayments and underpayments, including those relating to the
prepetition and pre-sale periods.
Chapter 11 Plan
The Official Committee of Unsecured Creditors and Katahdin Trust
Company prepared a First Amended Chapter 11 Plan for Calais
Regional Hospital dated February 24, 2021.
Class 1 KTC/USDA Secured Claims are Impaired. On the Closing Date,
Class One Claims shall be Allowed in the aggregate amount of
$14,469,949.79. In satisfaction of the Class One Claims, on the
Closing Date, the Plan Officer shall make the Initial Distribution
to KTC in the amount of $450,000 and to USDA in the amount of
$1,500,000 and shall make the additional distributions as required
by the definition of Initial Distribution, including turning over
Accounts Receivable to USDA.
Class 6 General Unsecured Claims are Impaired. Provided that the
Holder of an Allowed Class Six Claim has not been paid, on the
Closing Date, Holders of Allowed Class Six Claims shall receive a
pro rata beneficial interest in the Litigation Trust in full and
final satisfaction of such Allowed Claims.
The Plan shall be funded by the Assets of the Estate that exist on
the Confirmation Date and a sale of the Purchased Assets.
Counsel to the Official Committee of Unsecured Creditors:
Jeremy R. Fischer
Kellie W. Fisher
DRUMMOND WOODSUM
84 Marginal Way, Suite 600
Portland, Maine 04101-2480
Telephone: (207) 772-1941
E-mail: jfischer@dwmlaw.com
kfisher@dwmlaw.com
- and -
Counsel to Katahdin Trust Company
Roger A. Clement, Jr.
VERRILL DANA LLP
One Portland Square Portland, ME 04101-4054
Telephone: (207) 774-4000
E-mail: rclement@verrill-law.com
A copy of the Order is available at https://bit.ly/3fl6iJ0 from
PacerMonitor.com.
About Calais Regional Hospital
Based in Calais, Maine, Calais Regional Hospital operates as a
non-profit organization offering cardiac rehabilitation, emergency,
food and nutrition, home health, inpatient care unit, laboratory,
nursing, radiology, respiratory care and stress testing, surgery,
and social services. Visit https://www.calaishospital.org/ for more
information.
Calais Regional Hospital filed a Chapter 11 petition (Bankr. D.
Maine Case No. 19-10486) on Sept. 17, 2019. At the time of the
filing, the Debtor disclosed assets of between $10 million and $50
million and liabilities of the same range.
Judge Michael A. Fagone oversees the case.
The Debtor tapped Murray Plumb & Murray as its bankruptcy counsel,
Spinglass Management LLC as financial advisor; and Kelly, Remmel &
Zimmerman and Norman Hanson Detroy LLC as special counsel.
CALAIS REGIONAL HOSPITAL: Court Okays Sale of Hospital to Downeast
------------------------------------------------------------------
WABI5 reports that the bankruptcy court has approved the petition
of Downeast Community Hospital's to buy Calais Regional Hospital.
The paperwork was filed in February 2021 with the bankruptcy court
outlining the potential purchase.
Downeast Community Hospital is another step closer to acquiring
Calais Regional Hospital, according to Downeast Community Hospital
officials.
WABI5 was told Wednesday, March 24, 2021, that the paperwork got
approved.
The Calais hospital entered Chapter 11 bankruptcy in September
2019.
In a statement, DECH, President & CEO, Steve Lail, said, "We are
pleased with the court's decision and are eager to get started. The
court-appointed Plan Officer, Mark Stickney, has assigned a
Management Service Agreement with Calais Community Hospital, which
allows us to provide management services to CRH until the closing
of the sale which is scheduled to take place in June 2021. Our
Senior Leaders began those services today. We look forward to this
new journey and to building new relationships with the staff at CRH
and the Calais community."
About Calais Regional Hospital
Based in Calais, Maine, Calais Regional Hospital operates as a
non-profit organization offering cardiac rehabilitation, emergency,
food and nutrition, home health, inpatient care unit, laboratory,
nursing, radiology, respiratory care and stress testing, surgery,
and social services. Visit https://www.calaishospital.org/ for more
information.
Calais Regional Hospital filed a Chapter 11 petition (Bankr. D.
Maine Case No. 19-10486) on Sept. 17, 2019. At the time of the
filing, the Debtor disclosed assets of between $10 million and $50
million and liabilities of the same range.
Judge Michael A. Fagone oversees the case.
The Debtor tapped Murray Plumb & Murray as its bankruptcy counsel,
Spinglass Management LLC as financial advisor; and Kelly, Remmel &
Zimmerman and Norman Hanson Detroy LLC as special counsel.
CAPRI HOLDINGS: Fitch Alters Outlook on 'BB+' LT IDR to Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Capri Holdings Limited's and Michael
Kors (USA), Inc.'s ratings, including their Long-Term Issuer
Default Ratings (IDR) at 'BB+'. The Outlook is revised to Stable
from Negative.
Capri's ratings reflect the significant business interruption
resulting from the coronavirus pandemic. Adjusted debt/EBITDAR
increased to approximately 4.8x in calendar 2020 from approximately
3.9x in calendar 2019 as EBITDA declined to approximately $670
million from $1.1 billion in calendar 2019 on a nearly 29% sales
decline to $4.1 billion.
The Stabilization of Capri's Outlook follows improving results,
including 4% EBITDA declines in the December 2020 quarter.
Stabilizing EBITDA and ongoing debt reduction improve Fitch's
confidence in Capri's ability to reduce leverage below 4x, as
appropriate for its rating.
Capri's rating reflects its strong positioning in the U.S. handbag
market, historical growth and its commitment to debt reduction. The
rating also considers the fashion risk inherent in the accessories
and apparel space.
KEY RATING DRIVERS
Coronavirus Pandemic: The pandemic has severely impacted apparel
and accessories retailer revenue, given mandated or proactive store
closures and weak traffic. Numerous unknowns regarding the pandemic
remain including the timing of vaccine deployment, economic
conditions exiting the pandemic, the impact of government support
of business and consumers, and the impact the crisis will have on
longer term consumer behavior.
Capri's calendar 2020 revenue declined approximately 29% to $4.1
billion, with EBITDA down over 39% to approximately $670 million.
Capri's results have improved sequentially, particularly as the
company benefits from aggressive cost management. December 2020
quarter revenue declined 17%, with EBITDA down just 4% on gross
margin expansion and operating expense reductions. Fitch expects
Capri to grow revenue and EBITDA beginning in the March 2021
quarter as it recovers from the pandemic. Fiscal 2021 (ending March
2021) revenue could be around $4.0 billion, with EBITDA around $695
million. Fiscal 2022 revenue and EBITDA could be $5.3 billion and
$1.0 billion, respectively, on a continued recovery. This compares
to fiscal 2020 revenue of $5.6 billion and EBITDA of $1.1 billion.
Active balance sheet management has supported leverage in the
downturn. During calendar 2020, the company reduced its debt
balance by approximately $700 million to $1.4 billion.
During 2020 Capri accelerated various actions to expand omnichannel
initiatives, transition marketing to digital platforms and
streamline processes to improve corporate speed and agility. While
these changes have benefited EBITDA in the near term, the
longer-term impact of these changes on Capri's top-line trajectory
will be determined over the next several years.
Leading Position; Recently Volatile Results: The Michael Kors brand
(around 75% of revenue), is well positioned in the global
accessories and apparel market, and essentially shares the leading
position in the U.S. handbag market with the Coach brand (owned by
Tapestry, Inc.).
Following a strong history of growth, revenue for the brand peaked
in fiscal 2016 at $4.7 billion, before falling to $4.35 billion in
calendar 2019. Fitch believes some of these challenges were
macro-driven, given challenges facing many mall-based
fashion-oriented retailers. Headwinds include reduced interest in
fashion and increased industry markdown levels needed to prompt
consumer action and clear inventory.
Prior to the onset of the pandemic, the company saw some signs of
revenue stabilization through its renewed focus on product design,
store remodels, and expansion of underpenetrated categories. The
company also reduced promotional activity, pulled back department
store exposure and closed underperforming stores. These efforts led
to revenue and EBITDA stabilization in the $4.5 billion and $1.15
billion ranges, respectively, during the three fiscal years ended
March 2019. However, Michael Kors's revenue in the subsequent three
quarters (prior to the onset of the pandemic in the March 2020
quarter) fell an average of 5%.
Acquisitive Posture: Capri's portfolio has evolved via acquisitions
in recent years, somewhat benefiting its credit profile through
diversification.
In November 2017, the company purchased luxury shoe and accessory
maker Jimmy Choo PLC for $1.35 billion, or 16.5x EV/EBITDA (based
on Fitch-defined EBITDA for the 12-month period ending June 30,
2017) which it financed with $1 billion of unsecured term loans
(later repaid) and $450 million in unsecured notes.
On Dec. 31, 2018, Capri purchased Gianni Versace S.p.A., an
independently operated luxury goods company, for $2 billion
(valuation unavailable given a lack of financial information on the
asset). Capri Holdings partially financed the purchase of Versace
with $1.6 billion in unsecured term loans. As of Dec. 26, 2020,
$894 million remained outstanding on the term loan facility, which
was secured in June 2020.
The Jimmy Choo acquisition increased Capri's revenue penetration of
women's shoes, while the Versace brand increased Capri's exposure
to the apparel category and to male customers. Both of these brands
have European heritages and given their international penetration
reduce Capri's exposure to the Americas.
Good Cash Flow; Debt Reduction: Capri generates good cash flow,
averaging around $700 million annually in the three years ending
fiscal 2020. Fitch expects fiscal 2021 FCF could be around $600
million given inventory and capex reductions. FCF in fiscal 2022
could be close to $500 million assuming a reversal of working
capital benefits and increased cash taxes and capex and improve
toward $700 million in fiscal 2023.
Following acquisitions, the company has used FCF to reduce debt.
Fitch expects that the company could repay around $500 million of
term loan debt in fiscal 2022.
DERIVATION SUMMARY
Capri's 'BB+' ratings reflect the significant business interruption
resulting from the coronavirus pandemic and changes in consumer
behavior, which have materially reduced sales of apparel and
accessories. Adjusted debt/EBITDAR (capitalizing leases at 8x)
increased to approximately 4.8x in the TTM ended December 2020 from
approximately 3.9x in the TTM ended December 2019 as EBITDA
declined to approximately $670 million from approximately $1.1
billion in calendar 2019 on a nearly 29% sales decline to $4.1
billion from $5.7 billion.
The Stabilization of Capri's Outlook is the result of its improving
operating results, including a 4% EBITDA decline in the December
2020 quarter as expense reductions and gross margin expansion
mitigated the impact of a 17% revenue decline. Capri's stabilizing
EBITDA and continued debt reduction using FCF improve Fitch's
confidence in the company's ability to reduce adjusted leverage to
the high-3x, as appropriate for its 'BB+' rating, in the coming
quarters as it laps pandemic-affected periods.
Capri's ratings continue to reflect the company's longer-term
growth trajectory, strong positioning in the U.S. handbag and small
leather goods market, and efforts to deploy FCF toward debt
reduction following acquisitions. The rating also considers the
fashion risk inherent in the accessory and apparel space,
illustrated by the Michael Kors brand's topline weakness in recent
years pre-pandemic.
Tapestry, Inc.'s (BB/Stable) ratings reflect the significant
business interruption resulting from the coronavirus pandemic and
changes in consumer behavior, which have materially reduced sales
of apparel and accessories. Adjusted debt/EBITDAR (capitalizing
leases at 8x) increased to approximately 4.5x in the TTM ended
December 2020 from approximately 3.5x in the TTM ended December
2019 as EBITDA declined to approximately $815 million from
approximately $1.24 billion in calendar 2019 on a nearly 25% sales
decline to $4.6 billion from $6.0 billion.
Tapestry's ratings also reflect its strong brand positioning at
Coach, which generates over 75% of Tapestry's segment EBITDA, and
its leading market share within the U.S. premium handbag and small
leather goods market, albeit a market which is somewhat exposed to
fashion and brand risk.
Levi Strauss & Co. (BB/Negative Outlook) is of similar size and
profitability to Capri and competes in a space (clothing) that is
susceptible to fashion risk. Adjusted leverage increased to
approximately 6.0x in fiscal 2020 (ended November 2020) from 3.1x
in fiscal 2019. Adjusted leverage is expected to be in the
high-3.0x in fiscal 2021, assuming sales and EBITDA declines of
around 12% from fiscal 2019 levels. Increased confidence in Levi's
ability to achieve Fitch's projections and bring adjusted leverage
to under 4x would lead to a stabilization in Fitch's Ratings
Outlook.
Macy's (BB/Negative Outlook) adjusted leverage is expected to be in
the mid-4x range in 2021, assuming revenue of $19.7 billion, a 20%
decline from 2019 levels, and EBITDA of approximately $1.3 billion.
Leverage could return to the low 4x in 2022 assuming a sustained
topline recovery, EBITDA close to $1.5 billion and further debt
paydown, with $450 million of debt maturing in January 2022.
Tempur Sealy International, Inc. (BB/Stable), operates within a
very different competitive environment and its ratings reflects its
leading market position as a vertically integrated global bedding
company with well-known, established brands across a wide variety
of price points offered through broad distribution channels. The
ratings are tempered by the single product focus in a highly
competitive, fragmented market that is exposed to potential
pullbacks in discretionary consumer spending during periods of
macroeconomic weakness. Fitch expects the company's capital
allocation over the medium to longer term will be focused on
capital investments, bolt-on acquisitions and shareholder returns
while maintaining its net debt/EBITDA between the range of
2.0x-3.0x. Tempur Sealy's net leverage calculation is comparable to
Fitch's gross leverage calculation and equates to 3.0x-4.0x on
Fitch's adjusted debt/EBITDAR calculation.
KEY ASSUMPTIONS
-- Capri's fiscal 2021 (ending March 2021) revenue is projected
to decline close to 30% to around $4.0 billion from $5.6
billion in fiscal 2020, and EBITDA is projected to decline
around 35% to the $700 million range from $1.1 billion in
fiscal 2020. Given Capri's fiscal calendar, the company's yoy
trends should meaningfully reverse beginning 4Q fiscal 2021 as
Capri laps the onset of global store closures. Fiscal 2022
revenue could expand over 30% to $5.3 billion, with EBITDA
approaching $1.1 billion. EBITDA margins, which were
approximately 20% prior to the pandemic, could return to the
20% range in fiscal 2022. Revenue and EBITDA growth could
track in the low single digits beginning fiscal 2023.
-- FCF in fiscal 2021 is expected to be around $600 million,
similar to fiscal 2020 levels as the EBITDA decline is
projected to be offset by working capital benefits and lower
cash taxes, capex and restructuring charges. Fiscal 2022 could
moderate toward $500 million despite the EBITDA improvement as
some of these cash benefits reverse. FCF in fiscal 2023 could
be around $700 million, assuming neutral working capital.
Fitch expects Capri to deploy FCF toward debt reduction.
Through the first nine months of fiscal 2021, the company had
paid down $700 million of debt. Fitch expects another $500
million could be paid down in fiscal 2022.
-- Total adjusted debt/EBITDAR climbed to approximately 4.8x in
the TTM ended December 2020 from approximately 3.9x in the TTM
ended December 2019. Adjusted debt/EBITDAR is expected to
decline to the mid-3x range in fiscal 2022 on EBITDA expansion
and continued debt paydown. Adjusted leverage could approach
3x in fiscal 2023 assuming Capri continues to deploy FCF
toward debt reduction.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- A positive rating action could result from sales and EBITDA
growth, which, combined with debt reduction, would yield total
adjusted debt/EBITDAR (capitalizing rent at 8x) sustaining in
the low-3x range.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A negative rating action could result from an inability to
stabilize EBITDA at or above the $900 million range, which
could cause adjusted debt/EBITDAR (capitalizing rent at 8x) to
sustain above the high-3x range.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
As of Dec. 26, 2020, the company reported $229 million in cash and
no borrowings outstanding on its $1 billion revolving credit
facility maturing November 2023. After accounting for LOC
outstanding, the amount available on the revolving credit facility
was $978 million. The company's debt structure as of Dec. 26, 2020
consisted of $254 million of A-1 term loans due November 2023, $640
million of A-2 term loans due November 2023, and $450 million in
senior notes due September 2024.
In June 2020, Capri amended its revolving credit and term Loan
facility and entered into a new $230 million 364-day secured
revolving credit facility to improve liquidity; the company had no
borrowings outstanding on this facility as of December 2020. With
this amendment, the company's revolving credit and term loan
facility were amended so that they are secured by certain U.S.
assets plus all of the company's intellectual property. Note that
the Americas represent just over half of Capri's revenue.
RECOVERY CONSIDERATIONS
Fitch does not employ a waterfall recovery analysis for issuers'
assigned ratings in the 'BB' category. The further up the
speculative-grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes. Fitch
rates Capri's secured term loans and revolving credit facilities
'BBB-'/ 'RR1' indicating outstanding recovery prospects (91% to
100%). Fitch rates the unsecured notes issued by Michael Kors
'BB+'/'RR4' indicating average recovery prospects (31% to 50%).
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA is adjusted to add back non-cash,
stock-based compensation and exclude nonrecurring charges. For the
fiscal year ending March 28, 2020, Fitch added back $70 million in
stock-based, compensation expenses, $708 million in impairment
charges, $42 million in restructuring charges, $41 million in
enterprise resource planning implementation charges, and $27
million in coronavirus-related charges to EBITDA. Fitch has
adjusted the historical and projected debt by adding 8x annual
gross rent expense.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
CARLSON TRAVEL: Fitch Publishes 'CCC' Issuer Default Rating
-----------------------------------------------------------
Fitch has published Carlson Travel, Inc's (CWT) Issuer Default
Rating (IDR) of 'CCC'. Fitch also published the 'B'/'RR1' rating
for CWT's senior secured revolver and 10.5% New Money senior
secured notes, 'CCC+'/'RR3' rating for CWT's EUR and USD senior
secured notes due 2025, and 'CC'/'RR6' rating for CWT's third-lien
notes due 2026 and the senior unsecured stub notes due 2027.
The 'CCC' IDR reflects CWT's limited financial flexibility amid the
prolonged weakness in global travel volumes, particularly in the
corporate travel segment. CWT has a level of excess cash and
revolver availability to withstand significant declines in traffic
volumes through the end of fiscal 2021 (ends September 30), though
with minimal headroom. Liquidity was aided by a $135 million
incremental debt raise in November 2020, which will help fund the
significant near-term FCF burn. Fitch's base case considers a
rebound in travel volumes to 60% of pre-pandemic levels in FY2022,
growing to 90% by FY2024.
KEY RATING DRIVERS
Liquidity & Runway: The $135 million in incremental liquidity
raised in November 2020 further enhanced CWT's ability to withstand
the severe near-term operating shock, following the $250 million of
additional liquidity provided in the August 2020 debt exchange. The
company has taken proactive steps to reduce cash operating expenses
by nearly $500 million and has generally experienced positive
working capital dynamics (better payment collections, payroll
abatements) amid the pandemic. Positively, the company saw a
meaningful cash benefit during 2020 from government payroll
subsidies (primarily in the EU) to support heavily impacted
industries. However, the longevity of these programs remains opaque
and Fitch puts less emphasis on this cash benefit going forward.
Difficult De-levering Path: Fitch forecasts EBITDA to remain
negative through FY2021 as corporate travel is slower to recover
than leisure travel, despite meaningful cost cutting efforts by the
company. The 2020 transactions added $260 million of new permanent
debt to the balance sheet and Fitch forecasts debt to slightly
increase in FY2021 via revolver draws. Gross leverage is forecasted
to be in the high 7x by FY2022 and to decline toward 6x by FY2024.
CWT's de-levering path hinges primarily on EBITDA recovering, and
Fitch would need to see more evidence of sustainable, increased
traveler volumes to increase its confidence level in CWT's EBITDA
trajectory.
Business Travel Industry: Fitch anticipates business travel to
rebound at a slower pace relative to leisure travel. However,
despite increased telework options and reduced business travel in
the short term, Fitch expects an eventual return in the majority of
corporate travel demand. The agency assumes somewhat normalized
volumes by 2024, but with some cannibalization and reduced T&E
budgets as a result of successful virtual/remote meetings during
the initial stages of the pandemic.
Traditionally, the business travel industry has a moderate degree
of cyclicality, due to demand volatility stemming from economic
cycles or external shocks. The business travel industry is
fragmented, with many companies still retaining operations
in-house, though CWT is one of the largest competitors along with
American Express Global Business Travel.
Solid Diversification: CWT is well-diversified from a geographic,
customer and contract type perspective, helping to moderate an
impact from cyclical travel pressures. A majority of revenue is
generated in the Americas and EMEA, with a growing presence in
Asia. No single customer comprises a meaningful portion of total
revenue and CWT's business clients are also diversified across
industries. The company structures its contracts as either
transaction fee-based (roughly two-thirds of revenue) or management
fee-based, with the latter somewhat supporting cash flows in the
event of travel volume declines. Positively, CWT has exposure to
government and military travel, which is recovering at a faster
pace than corporate travel.
Agile Operating Model: A majority of CWT's operating costs are
staff, which it monitors regularly and can adjust quickly to
changes in travel volumes. This has helped reduce the cash burn
stemming from the coronavirus pandemic. In 2009, CWT was able to
cut roughly 17% of its workforce, while revenue and EBITDA declined
by slightly less (on constant currency basis). This resulted in low
flow-through to EBITDA and only modest pressure on margins.
Flowthrough during the coronavirus pandemic has been in the 40%-50%
range, slightly higher than some of its asset light travel peers. A
number of other operating costs are variable, including fees to
credit card companies, online travel agencies and suppliers.
Certain capex spending related to software development can also be
delayed during periods of stress.
DERIVATION SUMMARY
CWT is a global operator in business travel management services
with historically moderate leverage. Its closest peer is Amex GBT
(NPR) which operates in the same travel vertical. The closest
Fitch-rated public peer is Expedia Inc. (BBB-/Negative), which
provides business-to-consumer travel services primarily to
individuals and is more exposed to leisure travel.
Fitch expects leisure travel to see a stronger recovery through
2024 relative to corporate travel. Expedia has significantly larger
scale, which had excess of $100 billion gross travel bookings and
$1 billion in annual FCF during 2019, while it also has a
long-established track record of adhering to a below 2.0x gross
debt/EBITDA target. Travelport (CCC+) and Sabre GLBL are also peers
that operate in the global distribution system (GDS) business.
Travelport faces similar operating uncertainty, high leverage, and
minimal liquidity headroom as CWT, though is less concentrated
toward corporate travel. Long term, Fitch feels the
disintermediation risk of GDS companies from the travel funnel is
greater than business travel management companies, with the latter
offering high value-add services to corporate clients.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Traffic volumes decline 85%, 40%, 20%, and 10% from FY2021
2024, respectively, relative to 2019. These assumptions are
consistent with Fitch's view of the broader corporate travel
industry given the ongoing pressures related to the pandemic;
-- Adjusted EBITDA remains negative in FY2021. Given the
structural savings in CWT's cost base, Fitch forecasts EBITDA
margins reaching 14% by FY2022 (compared to approximately 15%
historically). Annual restructuring charges related to labor
cuts, which are added back to EBITDA, begin to decline in
2022.
-- Meaningful reduction in capex as certain software development
programs are delayed. Fitch assumes no cash flow benefit from
governmental payroll assistance programs given the uncertainty
around the sustainability of such programs.
-- Neutral working capital dynamics follow the large cash benefit
during FY2020.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that CWT would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim, and has assumed the $150
million revolver to be fully drawn at the time of recovery.
Fitch estimates going-concern EBITDA in a scenario in which default
may be caused by deep cyclical pressures, resulting in prolonged
cash burn. Under this scenario, Fitch estimates a going-concern
EBITDA of roughly $150 million, which is slightly lower than the
agency's forecast EBITDA two years forward from the 2020 trough
level. This decline in EBITDA from the December 2019 peak is worse
than CWT's performance during the last recession, reflecting the
prolonged operating weakness in corporate travel and potential for
some degree of cannibalized travel volumes due to proliferation of
remote/virtual meetings.
Fitch assumes a going-concern recovery multiple of 6.0x for CWT.
This is slightly above Travelport's 5.0x recovery multiple assumed
by Fitch, as the agency feels that the long-term disintermediation
risk is lower for travel management companies compared with GDS
companies. There are limited public transaction multiples in the
travel services industry, though CWT's recovery multiple is lower
than acquisition multiples for Travelport in 2018 (11.0x) and
Orbitz Worldwide in 2015 (10.3x).
In terms of priority ranking for the collateral, the revolver and
new money notes rank super senior, though the new money notes rank
second relative to the revolver. The new secured EUR FRN and USD
notes rank next in line behind the revolver and new money notes.
Lastly, the new third-lien notes rank behind all of the above debt.
The stub portions of the prior capital structure are all now
expressly subordinated relative to the entire new capital structure
and have been stripped of their collateral and guarantees.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Stabilization of the pandemic and evidence in a recovery for
the global travel management industry;
-- Gross leverage declining below 7.0x;
-- Interest coverage exceeding 1.5x;
-- EBITDA margins increasing above 10%;
-- An increase in total liquidity levels (cash and revolver
availability), primarily through lower-than-expected FCF burn.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Reduced confidence in interest coverage remaining above 1.0x
in FY2022;
-- Erosion of total liquidity buffer, potentially through
greater-than-expected FCF burn;
-- Failure to extend minimum EBITDA covenant waiver, if needed.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Between excess cash balances and full availability under its $150
million revolver, Fitch estimates CWT has sufficient liquidity
sources to fund the expected negative FCF during FY2021. Cash
balances increased following the incremental debt raise in November
2020 and have remained mostly steady since then. FCF should be
marginally positive during FY2022. The August 2020 debt exchange
provided for additional runway for EBITDA improvement before any
refinancings need to be contemplated, with its nearest maturity not
until 2025 (2024 for the revolver should it be used).
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
CARROLL COUNTY ENERGY: S&P Affirms 'BB' Term Loan Rating
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB' rating on Carroll County
Energy LLC (CCE)'s term loan and credit facility. The outlook is
stable.
S&P said, "We revised our recovery estimate to 70% from 80%,
reflecting the higher projected debt levels in a hypothetical
default scenario. The '2' recovery rating indicates our expectation
for substantial (70%-90%; rounded estimate: 70%) recovery in a
default scenario.
"The stable outlook reflects our expectation that CCE will be able
to generate sufficient cash flow to maintain an average DSCR of
about 2.1x with a capacity factor in the 80%-85% range over the
next five years. We also expect $321 million debt outstanding at
maturity in 2026, the project's minimum DSCR to be 1.95x in 2035,
and excess cash sweep between $15 million to $20 million in the
next 12 months."
CCE is a 700-megawatt (MW) combined-cycle natural gas-fired power
plant. The project is located in Carroll County, Ohio, and
dispatches into the American Electric Power (AEP) zone of the PJM
Interconnection. The project is owned by AP Carroll County Holdings
LLC (18%), San Jacinto Carroll Holdings LLC (11.5%), 730 Carroll
LLC (40%), Jera Power U.S.A. Inc. (20%), and Ullico Infrastructure
Carroll County HoldCo LLC (10.5%).
The lower cash flow sweep requirement will increase the refinancing
risk and debt outstanding at maturity on the term loan B. S&P said,
"We view the company's change to lower their cash flow sweep to 50%
from 75% percent as the second credit negative event that the
company has undertaken in the past twelve months. In the fourth
quarter of 2020, the company upsized their term loan by $25
million. However, given the company's strong historical operating
performance and our expectation of continued deleveraging of $15
million to $20 million per year, we have affirmed our 'BB' rating
on CCE's term loan and credit facility. While the loan requires 1%
annual mandatory amortization, we expect the majority of debt
paydown to stem from the cash flow sweep. With the lower cash flow
sweep, we now expect $321 million outstanding at maturity in
February 2026 compared to our previous expectation of $272 million
under the 75% cash flow sweep."
S&P said, "We expect a minimum DSCR of 1.95x, which is in line with
a 'BB' rating. Despite the lower cash sweep, our forecasted minimum
DSCR is now about 1.95x and our average DSCR is now 2.08x, compared
to our previous expectation of 1.94x and 2.38x. We also expect the
company to sweep between $15 million and $20 million in 2021 and
2022 compared to the company's history of excess cash flow sweeps
of $20 million to $25 million per year in 2019 and 2020, resulting
in debt outstanding of $429 million as of December 31, 2020. While
the company currently has adequate cushion and its credit metrics
continue to align with 'BB' rating, we believe that further
negative credit actions or future weakened performance could impair
the credit quality and potentially result in negative rating
actions.
"Our PJM-RTO capacity market assumptions are unchanged from our
prior expectations. We expect RTO prices of $100/MW-day in the
2022/2023 and 2023/2024 capacity auctions and $120/MW-day escalated
at 2% in all future periods. These assumptions are unchanged from
our prior expectations.
"The stable outlook reflects our expectation that CCE will be able
to generate sufficient cashflow to maintain an average DSCR of
about 2.1x with a capacity factor in the 80%-85% range over the
next five years. We also expect $321 million debt outstanding at
maturity in 2026, the project's minimum DSCR to be 1.95x in 2035,
and excess cash sweep between $15 million to $20 million in the
next 12 months.
"We could lower the rating if the project cannot maintain a minimum
DSCR of 1.5x on a consistent basis or if realized cash sweeps are
far lower than expectations. This could occur if realized spark
spreads compress on the back of sluggish power demand in the PJM
region. We could also revise the outlook or lower the ratings if
the project experiences significant operational difficulties that
stymie cash flow available for debt service.
"While unlikely in the near term, we could raise the ratings if we
expect the project to maintain a minimum base case DSCR, greater
than 2.5x in all years, including the post-refinancing period. We
would expect such outcomes to materialize only via significant
improvement in spark spreads and uncleared capacity prices in PJM's
AEP zone and if the project can continue to procure inexpensive
fuel."
CARVANA CO: S&P Rates New $500MM Senior Unsecured Notes 'CCC+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '4'
recovery rating to Carvana Co.'s proposed $500 million senior
unsecured notes due 2027. The '4' recovery rating indicates its
expectation for average (30%-50%; rounded estimate: 45%) recovery
in the event of a payment default.
S&P's 'CCC+' issuer credit rating and stable outlook on Carvana are
unaffected because it continues to support its aggressive growth
plans by issuing debt and equity. The proposed debt offering, along
with the debt and equity capital raises it completed last year,
will likely provide the company with sufficient liquidity for at
least the next 18 months. Carvana continues to expand rapidly
supported by the strong consumer demand for used cars.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's hypothetical default scenario assumes Carvana fails to
achieve the growth it needs to improve its margins and this leads
it to burn cash at a faster-than-anticipated rate.
-- S&P uses a combined discrete asset value (DAV) and enterprise
value (EV) EBITDA multiple approach to value the company. It uses
the EBITDA multiple approach for Carvana's operating business and
the DAV approach for its vehicle inventory, which it finances with
floor plan financing.
Simulated default assumptions
-- Year of default: 2022
-- EBITDA multiple: 6x
-- Jurisdiction: U.S.
-- All debt includes six months of accrued interest
-- Administrative claims of 5% of EV
Simplified waterfall
-- Gross enterprise value: $2.39 billion ($1.45 billion EV
multiple/$933 million DAV)
-- Net recovery value for waterfall after 5% administrative
expenses: $2.27 billion
-- Priority claims: $1,043 million
-- Total collateral value available to secured debt: $,1224
million
-- Estimated secured debt claims: $424 million
--Recovery expectations: Greater than 100%
-- Total collateral available to senior unsecured claims: $800
million
-- Total unsecured claims: $1,646 million
--Recovery expectations: 30%-50% (rounded estimate: 45%)
CITY CHURCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: City Church
FDBA Full Gospel Fellowship Church
FDBA University City Church
FDBA Full Gospel Ministries
11901 Sam Furr Road
Huntersville, NC 28078
Business Description: The Debtor owns a church facility located at
11901 Sam Furr Road, Huntersville, NC
having a comparable sale value of $8.6
million.
Chapter 11 Petition Date: March 27, 2021
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 21-30161
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Robert Lewis, Jr., Esq.
THE LEWIS LAW FIRM, P.A.
P.O. Box 1446
Raleigh, NC 27602
Tel: 919-609-2494
Fax: 919-573-9161
Email: rlewis@thelewislawfirm.com
Total Assets: $8,654,616
Total Liabilities: $6,953,375
The petition was signed by Michael A. Stevens, Sr., senior pastor.
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/B6MFF7I/City_Church__ncwbke-21-30161__0001.0.pdf?mcid=tGE4TAMA
COLOGIX HOLDINGS: S&P Assigns 'B-' Rating on New $575MM Term Loan
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Cologix
Holdings Inc.'s proposed $575 million term loan. The recovery
rating is '3', which indicates its expectation for average recovery
(50%-70%; rounded estimate: 50%). S&P also assigned its 'B+'
issue-level rating to its proposed $125 million revolver. The
recovery rating is '1', which indicates its expectation for very
high recovery (90%-100%; rounded estimate: 95%) in a simulated
default, given that the revolver has a first-priority security
interest in the assets of Cologix Canada Inc. Proceeds from the
secured term loan--along with $75 million in structurally
subordinated debt (not rated) and $50 million in sponsor
equity--will be used to fund an acquisition, repay existing debt,
and pre-fund capital expenditure (capex).
S&P said, "Our 'B-' issuer credit rating is unchanged because we
believe that despite elevated financial leverage, Cologix has a
credible deleveraging path through predictable earnings growth. We
estimate the debt-to-EBITDA ratio will increase to about 8.5x-9x
pro forma (including a full year's worth of EBITDA from the
acquisition) from about 8x in 2020. However, we project that
organic EBITDA growth of 7%-10% per year should allow the company
to reduce this metric to below 8x over the next one to two years.
While capex can be choppy based on timing of projects, we
anticipate that the company will need to invest to support healthy
demand such that free operating cash flow (FOCF) will be moderately
negative, in the $10-$30 million range, in 2021. Still, Cologix
could scale back on capex to generate positive FOCF that it could
apply toward debt reduction, if necessary. We view the acquisition
favorably from a business standpoint because it adds another
carrier-neutral facility to Cologix's portfolio while providing
modest geographic diversification." Furthermore, Cologix will own
the real estate, which provides more financial flexibility,
eliminates renewal risk, and provides the ability to monetize
assets if necessary. Still, this is the first property owned in the
credit group, as Cologix typically leases its data centers.
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario assumes Cologix adds data
center capacity more speculatively, and that demand for this
capacity does not fully materialize. This would cause the company's
cash flow to decline to the point that it cannot cover its fixed
charges (interest expense, required amortization, and minimum
maintenance capex), and it would eventually lead to a default in
2023.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR rises to 2.5%, the spread on the revolving
credit facility rises to 5% as covenant amendments are obtained,
and all debt includes six months of prepetition interest.
-- S&P has valued Cologix on a going-concern basis using a 6.5x
multiple of its projected emergence EBITDA to reflect the company
adding its first real estate property within the credit group, its
data center assets, and customer relationships. This is at the
higher end of the 5x-7x range we typically ascribe to data center
operators because of the value of the company's interconnection
business and added value from recent purchase of real estate.
-- S&P ascribes 45% of the enterprise value at emergence to
Cologix Canada, with Cologix U.S. Inc. composing the remaining 55%.
The revolver will have a first-priority lien on the assets at
Cologix Canada, which is a coborrower on the facility. There is
also a $126 million unsecured term loan (not rated) residing
Cologix Canada that is structurally senior to the proposed secured
term loan issued at Coloix Holdings Inc., with respect to the value
at Cologix Canada. This is because the $575 million term loan has
security interest in the assets of Cologix Holdings Inc. and
Stonepeak Claremont Midco, which provides a downstream guarantee,
and not in the assets of operating subsidiaries. The secured term
loan at parent Stonepeak Claremont Topco Inc. is structurally
subordinated to the term loan at Cologix Holdings Inc., with
respect to the value generated by Cologix U.S. Inc. and Cologix
Canada, because it is secured by equity stakes in its direct
subsidiaries. We estimate that claims from the revolver and
unsecured term loan would approximate the value at Cologix Canada,
leaving the proposed secured term loan at Cologix Holdings Inc. to
derive recovery primarily from the assets at Cologix U.S. Inc.
Simulated default assumptions
-- Simulated default year: 2023
-- EBITDA at emergence: $87 million
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Net recovery value for waterfall after 5% administrative
expenses: $535 million
-- Value attributed to Cologix Canada: $240 million
-- First-lien revolver claims: $110 million
--Estimated revolver recovery range: 90%-100%; rounded
estimate: 95%
-- Unsecured Cologix Canada term loan claims: $135 million
-- Value attributed to Cologix U.S. Inc.: $295 million
-- Estimated secured term loan claims at Cologix Holdings Inc.:
$580 million
--Estimated recovery range: 50%-70%; rounded estimate: 50%
CONCORD INC: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Concord, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, for authority to use cash
collateral on an interim basis.
The Debtor requires the use of cash collateral to pay its operating
expenses, including, but not limited to, insurance and property
taxes.
Iberiabank Corporation asserts a first priority security interest
in all property of the Debtor, including accounts receivable. The
U.S. Small Business Administration and McKesson Corporation assert
a second and third priority interest in Cash Collateral,
respectively.
As adequate protection for the cash collateral expended pursuant to
the Interim Order, Iberia will be given a replacement lien on all
tangible and intangible personal property, including but not
limited to, goods, fixtures, chattel paper, documents, equipment,
instruments and inventory wherever located belonging to the Debtor,
to the extent and validity of those liens that existed
pre-petition. Cash collateral will only be used for items set forth
in a budget to be approved by the Court.
The Debtor asserts it is essential that it maintains consistent
operations and resume paying for ordinary, post-petition operating
expenses to minimize any damage caused by the filing. Without
immediate use of cash collateral, the Debtor will be unable to pay
ongoing operating expenses.
The Debtor also requests the Court to schedule an Interim Hearing
as soon as practicable to consider the Debtor's request to use cash
collateral.
A copy of the Debtor's request is available at
https://bit.ly/3fjqScs from PacerMonitor.com.
About Concord, Inc.
Concord, Inc. is a Georgia-based company that operates seven
locations throughout the metro-Atlanta area. One location is in
the process of opening for the first time, which will bring the
total to 8 locations.
Concord sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ga. Case No. 21-52482) on March 26, 2021. In the
petition signed by Marvin McCord, president, the Debtor disclosed
up to $10 million in both assets and liabilities.
Will B. Geer, Esq., at Wiggam & Geer, LLC is the Debtor's counsel.
COUNTRY FRESH: Court Gives Clearance for $68-Mil. Sale
------------------------------------------------------
Law360 reports that fruit and vegetable seller Country Fresh
Holding Co. Inc. received permission from a Texas bankruptcy judge
Thursday, March 25, 2021, for a pair of asset sales that will bring
$68 million in cash into the company's Chapter 11 estate and take
care of more than $20 million in trade claims.
U.S. Bankruptcy Judge Marvin Isgur approved the sales during a
virtual hearing in which claimants under the Perishable
Agricultural Commodities Act objected to the transactions over
concerns they wouldn't be paid. The transactions resulted from a
two-day auction where stalking horse bidder Stellex Capital
Management dropped its baseline offer of $55 million.
About Country Fresh Holding
Country Fresh Holdings, LLC operates as a holding company. The
company, through its subsidiaries, provides fresh-cut fruits and
vegetables, snacking products, and home meal replacement solutions.
Country Fresh Holdings serves customers in the United States and
Canada.
Country Fresh Holding Company and its affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-30574) on Feb. 15,
2021. The Hon. David R. Jones is the case judge.
The Debtors tapped Foley & Lardner, LLP as their legal counsel and
Epiq Corporate Restructuring as their claims agent. Ankura
Consulting Group, LLC provides the Debtors with management and
restructuring services.
DAN RIVER CROSSING: Foreclosure Sale Set for April 9
----------------------------------------------------
TRF Auctions will hold a foreclosure auction on April 9, 2021, at
1:00 p.m., at The Institute For Advanced Learning And Research, 150
Slayton Avenue, Danville, Virginia, to sell a 74-unit value-add
apartment community owned by Dan River Crossing Apartments.
In order to bid, a bidder's deposit of $150,000 will be collected
by the trustee in full immediately before the foreclosure sale.
Immediately following the foreclosure sale the deposits of
unsuccessful bidders will be returned, and the deposit of the
successful bidder will thereafter be deposited by the trustee in
its trust account. Closing to occur within 30 days. Closing can
be extended an additional 21 days if the buyer adds $150,000 to the
non-refundable deposit and presents a commitment letter from a
lender satisfactory to the Trustee.
TRF Auctions:
TRF Auctions
101 Anjo Court
Forest, VA 24551
Tel: 434-847-7741
Email: info@trfauctions.com
The Trustee can be reached at:
David L. Lingerfelt, Esq.
c/o Vertical Vision PLC
P. O. Box 207
Manakin Sabot, VA 23103
Tel: (804) 514-1111
Further information on the sale, contact:
Mike Torrence
Torrence, Read, & Forehand Auctions
Tel: 434-847-7741
Rick Read, Broker
Coldwell Banker Commercial Read & Co.
Tel: 434-455-2285
Charles Wentworth
Garrison Gore, Hank Hankins, & Victoria Pickett
Colliers International Multifamily Advisory Group
Tel: 804-320-5500
Mark D. Williamson, Esquire
McGuireWoods LLP
World Trade Center
101 West Main Street, Suite 9000
Norfolk, Virginia 23510
Tel: (757) 640-3713
The Dan River Crossing Apartments are comprised of two historic
buildings adapted for reuse: the Tobacco Company Cigar Factory,
circa 1894, and the Waddill Printing Company Lithographic Plant,
circa 1926.
DAVIDZON MEDIA: Seeks Approval to Hire Alla Kachan PC as Counsel
----------------------------------------------------------------
Davidzon Media, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ the Law Offices of
Alla Kachan, PC as its legal counsel.
The firm will render these legal services:
(a) assist the Debtor in administering its Chapter 11 case;
(b) make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization for the Debtor;
(f) draft and prosecute the confirmation of the Debtor's plan
of reorganization; and
(g) render such additional services as the Debtor may require
in its case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $475
Clerks and Paraprofessionals $250
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm an initial retainer of $8,000.
Alla Kachan, Esq., a member of the Law Offices of Alla Kachan,
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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Davidzon Media
Davidzon Media, Inc. filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
21-40308) on Feb. 8, 2021. Grigory Davidzon, president, signed the
petition. At the time of the filing, the Debtor disclosed less
than $50,000 in assets and between $1 million and $10 million in
liabilities. Judge Elizabeth S. Stong oversees the case. The Law
Offices of Alla Kachan, PC serves as the Debtor's counsel.
DEA BROTHERS: Seeks to Hire Douglass & Associates as Appraiser
--------------------------------------------------------------
DEA Brothers Sisters LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Douglass &
Associates as appraiser.
The Debtor requires assistance to appraise its shopping center
located at 16502 S. Main St., Carson, Calif.
The Debtor has agreed to pay $5,500 for the appraisal services.
Roger Douglass, the supervisory appraiser at Douglass & Associates,
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:
Roger Douglass
Douglass & Associates
3140 Armourdale Avenue
Long Beach, CA 90808
Telephone: (562) 430-1069
Facsimile: (562) 430-5902
Email: douglassappraisal@gmail.com
About DEA Brothers Sisters
DEA Brothers Sisters, LLC owns a strip shopping center located at
16502 S. Main St., Carson, Calif.
DEA sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Calif. Case No. 21-10608) on March 10, 2021. In the
petition signed by Enayat Ali Jiwani, the sole managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Erithe A. Smith oversees the case. Roger J. Plasse, Esq., at
Osborn & Plasse is the Debtor's counsel.
DIOCESE OF SYRACUSE: Judge Refuses to Extend Claims Deadline
------------------------------------------------------------
Rome Sentinel reports that the 11:59 p.m., April 15, 2021 deadline
remains for filing proofs of claim in the Roman Catholic Diocese of
Syracuse New York's Chapter 11 bankruptcy proceeding as Judge
Margaret Cangilos- Ruiz, Chief United States Bankruptcy Judge for
the Northern District of New York, issued a decision denying a
request to extend the bar date.
The diocese urges any person who wishes to assert a claim to do so
prior to the bar date.
In a Letter to the People issued on the day of the bankruptcy
filing, Bishop Douglas J. Lucia renewed his apology to victims of
sexual abuse: "It is my hope that during this process of
reorganization and following its completion, we will continue to
pray for the healing of those who had been harmed during this very
dark chapter of the Church."
"As your bishop, I must again, apologize for these heinous acts and
ask you all to join me in our diocesan commitment that these acts
will never take place again," the letter added.
About the Diocese of Syracuse
The Roman Catholic Diocese of Syracuse, New York, through its
administrative offices (a) provides operational support to the
Catholic parishes, schools and certain other Catholic entities that
operate within the territory of the Diocese in support of their
shared charitable, humanitarian and religious missions; (b)
conducts school operations by managing tuition and scholarship
payments, employee payroll, and other school-related operating
expenses for separately incorporated Diocesan schools, as well as
providing parish schools with financial, operational and
educational support; and (c) provides comprehensive risk management
services to the OCEs through the Diocese's insurance program. For
more information, visit www.syracusediocese.org
The Roman Catholic Diocese of Syracuse, New York, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen
A. Breen, chief financial officer, signed the petition. At the time
of filing, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.
Judge Margaret M. Cangilos-Ruiz oversees the case.
The Debtor tapped Bond, Schoeneck and King, PLLC as its legal
counsel, and Stretto as claims agent and administrative advisor.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtor's bankruptcy case. The committee
tapped Stinson, LLP as legal counsel and Saunders Kahler, L.L.P. as
local counsel.
DOLPHIN ENERGY: Operator Awarded Fuel Supply Contract With DLA
--------------------------------------------------------------
Blue Dolphin Energy Company's operator, Lazarus Energy Holdings
LLC, has been awarded a contract with the Defense Logistics Agency
to supply the U.S. military with jet fuel with additives. Under
the contract, LEH will sell up to 56,545,000 U.S. gallons of JAA to
the DLA. The delivery period for the award will run from April 1,
2021 through March 31, 2022 plus a 30-day carry-over period.
Blue Dolphin's wholly owned subsidiary, Lazarus Energy, LLC, owns
the Nixon refinery, a light sweet-crude, 15,000-bpd crude
distillation tower with approximately 1.2 million barrels of
petroleum storage tank capacity in Nixon, Texas. All of LEH's DLA
JAA contract supply requirements will be shipped from LE's Nixon,
Texas facility. LEH manages and operates the facility pursuant to
an operating agreement with Blue Dolphin and its subsidiaries.
Blue Dolphin owns an additional onshore facility in Freeport, Texas
and has an option to acquire an idle refinery and barge terminal
facility in Ingleside, Texas.
Blue Dolphin also announced a pivot to explore renewable energy
opportunities through an affiliate, Lazarus Energy Alternative
Fuels LLC. LEAF will explore potential opportunities to position
Blue Dolphin in the global transition to cleaner, lower-carbon
alternatives from traditional fossil fuels. These opportunities
may include technology, development, or commercial partnerships, as
well as the repurposing of assets and facilities, for the
production, storage, transportation and sale of alternative fuels
and other low-carbon products.
"Lower refined product demand associated with the coronavirus
pandemic heightened the need to leverage Blue Dolphin's assets in
new ways," said Jonathan Carroll, president and chief executive
officer of Blue Dolphin Energy Company. "A shift to the production
and distribution of lower-carbon energy products has the potential
to move operations toward improved profitability while at the same
time reducing carbon emissions."
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO".
As of Sept. 30, 2020, the Company had $67.65 million in total
assets, $76.21 million in total liabilities, and a total
stockholders' deficit of $8.56 million.
UHY LLP, in Sterling Heights, Michigan, the Company's auditor since
2002, issued a "going concern" qualification in its report dated
March 30, 2020, citing that the Company is in default under secured
and related party loan agreements and has a net working capital
deficiency. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
DUNTOV MOTOR: Seeks Approval to Hire Andy Plagens as Accountant
---------------------------------------------------------------
Duntov Motor Company LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Andy D. Plagens,
LLC as its accountant.
The Debtor requires the assistance of an accountant to prepare its
2019 and 2020 federal income tax returns and related state returns.
The Debtor may also require additional assistance with regards to
its operating reports, disclosures, and other financial reports.
The accountant will be paid at an hourly rate of $175, plus
reimbursement of expenses incurred.
Andy Plagens, an accountant at Andy D. Plagens, LLC, 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:
Andy D. Plagens
Andy D. Plagens, LLC
5151 Belt Line Rd., Suite 1225
Dallas, TX 75254
Telephone: (972) 620-0961
Facsimile: (972) 620-0968
Email: andy@adplagenscpa.com
About Duntov Motor Company
Duntov Motor Company LLC sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 21-40348) on Feb. 20, 2021, listing under $1 million
in both assets and liabilities. Judge Mark X. Mullin oversees the
case. The Debtor tapped Quilling, Selander, Lownds, Winslett &
Moser, PC as counsel and Andy D. Plagens, LLC as accountant.
DYCOM INDUSTRIES: S&P Affirms 'BB' Rating on $500MM Unsecured Notes
-------------------------------------------------------------------
S&P Global Ratings revised its recovery rating on Dycom Industries
Inc.'s proposed $500 million unsecured notes to '4' from '3' and
affirmed its 'BB' issue-level rating following the company's
announced $100 million upsizing of the issuance. The '4' recovery
rating indicates its expectation for average (30%-50%; rounded
estimate: 45%) recovery in the event of a default. S&P believes the
upsizing will be leverage neutral.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Given Dycom's position as a specialty engineering and
construction contractor competing in the cyclical
telecommunications end market, our distressed scenario envisions a
period of delays and outright cancelations of cable- and
telecommunications-related capital spending programs as the
company's key customers reduce their capital expenditure budgets in
line with the broader industry.
-- S&P's analysis further assumes the revolver is 85% drawn at
default.
-- S&P has valued the company on a going-concern basis using a 5x
multiple of its projected emergence EBITDA, which is in line with
the multiples it uses for its engineering and construction peers.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $226 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.07
billion
-- Senior secured claims: $829 million
-- Total value available to unsecured claims: $244 million
-- Senior unsecured debt claims: $511 million
--Recovery expectations: 30%-50% (rounded estimate: 45%)
Note: All debt amounts include six months of prepetition interest.
Ratings List
Issue-Level Ratings Affirmed; Recovery Ratings Revised
To: From:
Dycom Industries Inc.
Senior Unsecured BB BB
Recovery Rating 4(45%) 3(50%)
EAGLE HOSPITALITY: Defends Inclusion of Foreign Units in Chapter 11
-------------------------------------------------------------------
Law360 reports that Eagle Hospitality asked a Delaware bankruptcy
judge Thursday, March 25, 2021, to reject a motion by lender agent
Bank of America to dismiss the Chapter 11 cases of Eagle's
Singapore affiliates, saying the move would limit its
reorganization options.
In a motion filed Thursday, March 25, 2021, lead debtor EHT US1
Inc. asked U.S. Bankruptcy Judge Christopher S. Sontchi to reject
Bank of America's claims that the Singapore-based real estate
investment trust and holding corporations aren't eligible for a U.
S. bankruptcy, arguing both that they are and that keeping them in
the case will give the debtors needed flexibility.
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1
estimated $500 million to $1 billion in assets and liabilities as
of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc., is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Feb. 4, 2021. The committee is represented by Morris James,
LLP, and Kramer Levin Naftalis & Frankel, LLP.
EDWARD A. DAWSON: $45K Sale of Cusick Property to McDaniels Okayed
------------------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington authorized Edward A. Dawson and
Marcia A. Meade to sell the real property commonly known as 19459
Westside Calispel Road, in Cusick, Washington, and legally
described as The South Half of the South Half of the Southwest
Quarter of the Southwest Quarter of Section 2, Township 33 North,
Range 43, E.W.M., Pend Oreille County, State of Washington, to
Stanton McDaniel and Peggy McDaniel, husband and wife, for $45,000,
cash upon closing.
The sale is free and clear of liens and interests, including, but
not limited to, the following: Liens, Judgments and Warrants
identified on Exhibit 1 attached to the Debtors' Motion in support
of the Order. Provided, however, the liens will attach to the
proceeds of sale.
At closing, the following disbursements will be made:
a. A 6% real estate commission will be paid to realtors Paul
Edgren/Wilma Mason and North Country Realty, LLC; and
b. General and delinquent real estate taxes referenced on
Exhibit 1 attached to the Debtors' Motion.
The time period for creditors to object to the Debtors' Motion and
notice thereof be and the same is shortened to a period equal to 12
days from the date of mailing notice.
Edward A. Dawson and Marcia A. Meade sought Chapter 11 protection
(Bankr. E.D. Wash. Case No. 18-01857) on June 29, 2018. The
Debtors tapped Dan ORourke, Esq., at Southwell & ORourke as
counsel.
ELECTROTEK CORPORATION: Seeks to Tap Joyce W. Lindauer as Counsel
-----------------------------------------------------------------
Electrotek Corporation seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Joyce W.
Lindauer Attorney, PLLC to handle its Chapter 11 case.
The hourly billing rates of the firm's counsel and staff are as
follows:
Joyce W. Lindauer $450
Kerry S. Alleyne $300
Guy H. Holman $250
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 $11,750 from the Debtor.
Joyce Lindauer, Esq., the owner of the law practice Joyce W.
Lindauer Attorney, and contract attorneys Kerry Alleyne, Esq., and
Guy Holman, Esq., 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 Electrotek Corporation
Electrotek Corporation, a privately held company that manufactures
electrical equipment and component based in Carrollton, Texas,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30409) on March 8,
2021. Mike Swerdlow, chief financial officer, signed the petition.
In the petition, the Debtor had estimated assets of between $1
million and $10 million and estimated liabilities of between $10
million and $50 million.
Judge Michelle V. Larson oversees the case.
Joyce W. Lindauer Attorney, PLLC serves as the Debtor's counsel.
ENERGY FUTURE: Nextera Wants to Recover $60 Million Claim
---------------------------------------------------------
Law360 reports that NextEra Energy Inc. told a Delaware bankruptcy
judge Friday that it may seek to recover a $60 million
administrative expense fee from unsecured creditors of former
debtor Energy Future Holdings after an appeals court said NextEra
may be entitled to the previously denied claim. During a status
conference, NextEra attorney Jim Bonner of Fleischman Bonner &
Rocco LLP said his client is looking to disgorge payments made from
the Energy Future Chapter 11 plan trust to unsecured creditor
Elliott Management LP because the trust only has about $2 million
in cash left to distribute.
About Energy Future Holdings
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor, an
80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas. The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth. EFH Corp. was created in October 2007
in a $45 billion leverage buyout of Texas power company TXU in a
deal led by private-equity companies Kohlberg Kravis Roberts & Co.
and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors had $42
billion of funded indebtedness as of the bankruptcy filing.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second Lien
Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc., as
financial advisor; and Charles River Associates as an energy
consultant.
On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors representing the interests of the unsecured
creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH
Committee is composed of (a) American Stock Transfer & Trust
Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c)
Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the
Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH
Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as
co-counsel and conflicts counsel; AlixPartners, LLP, as
restructuring advisor; Sullivan & Cromwell LLC as counsel;
Guggenheim Securities as investment banker; and Kurtzman Carson
Consultants LLC as noticing agent for both the TCEH Committee and
the EFH/EFIH Committee.
Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed, to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates. The Fee Committee is comprised of four members:
(a) one member appointed by and representative of the Debtors
(Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed by
and representative of the TCEH Creditors' Committee (Peter
Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C., as
counsel; and Phillips, Goldman & Spence, P.A., as co-counsel.
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016.
On Aug. 20, 2017, Sempra Energy (NYSE:SRE) announced an agreement
to acquire EFH. Under the agreement, Sempra Energy will pay
approximately $9.45 billion in cash to acquire EFH and its
ownership in Oncor, while taking a major step forward in resolving
Energy Future's long-running bankruptcy case. The enterprise value
of the transaction is approximately $18.8 billion, including the
assumption of Oncor's debt.
On Nov. 3, 2017, the Bankruptcy Court entered an order closing the
Chapter 11 cases of 40 affiliate debtors. The claims asserted
against, and interests asserted in, the Closing Cases are
transferred to the lead case of Texas Competitive Electric Holdings
Company LLC, Case No. 14-10978.
ENSIGN DRILLING: S&P Raises ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Canada-based
Ensign Drilling Inc. to 'CCC+' from 'SD' (selective default),
reflecting the assessment of the company's conventional default
risk.
S&P Global Ratings also raised its rating on the company's
unsecured notes to 'CCC' from 'D' with a recovery rating of '5'.
The negative outlook reflects the company's high leverage,
constrained liquidity, and refinancing risk associated with
upcoming debt maturities, including the credit facility, amid a
challenging operating environment for contract drillers.
The 'CCC+' rating reflects the company's high leverage and
refinancing risk associated with the upcoming debt maturities. The
upgrade reflects a reassessment of our issuer credit rating on
Ensign following the company's below-par debt repurchases over the
past several quarters. S&P viewed the repurchase transactions as
distressed because the debt investors received less than what was
promised on the original debt obligations.
S&P said, "Despite a reduction in debt and interest expenses post
the repurchase transactions, Ensign's debt load is high, and we
estimate the company's leverage will remain elevated over the next
couple of years. We estimate our two-year average funds from
operations (FFO)-to-debt ratio will remain below 12% for 2021-2022.
In addition, we believe the company still faces increased
refinancing risk associated with the conditionally extended credit
facility (now due November 2022) and 2024 notes, especially amid a
challenging oil field services environment for drilling companies.
We also believe that, in the absence of a significant rebound in
drilling activity, the company could pursue a debt restructuring to
attain a sustainable long-term capital structure.
"The company could further repurchase a small amount of 2024 notes
in the open market (up to US$17 million; as allowed for by the
amended credit agreement) but we expect such a transaction would
not have any rating implications, as we believe the impact on the
credit risk to be minimal.”z
The company's liquidity position is constrained. Ensign's liquidity
sources are limited, with only a modest cash balance and about 10%
availability on a C$900 million credit facility at year-end 2020.
The credit agreement amendments implemented in late 2020 extended
the credit facility maturity to November 2022 (subject to extension
of convertible debentures maturity from January 2022 to February
2023 or beyond before Sept. 30, 2021; in the absence of which the
credit facility maturity reverts to November 2021) and relaxed
covenant requirement for the next 12-18 months. S&P said, "We
believe the company will be able to extend the maturity of the
convertible debentures given the modest outstanding balance (C$37
million at year-end 2020). However, the risk of early maturity of
the credit facility (to November 2021) remains if the company fails
to extend the convertible debentures maturity before the stipulated
time. We also believe the company could be at the risk of covenant
breach in 2022 under our base-case scenario as senior debt to
EBITDA covenant requirement gradually decreases."
S&P said, "However, we believe Ensign would likely be able to meet
its interest and other fixed-charge obligations over the next 12
months. The company's reduced costs, lower interest expenses, and
moderated capital spending plan (largely maintenance related)
underpin our estimate of positive free cash flow generation and
near-term liquidity. Ensign also suspended dividends in 2020 to
preserve liquidity. Still, we believe the extent of the free cash
flow generation will not be sufficient to temper the risks
associated with the company's high debt load and upcoming large
debt maturities.
"We expect demand for drilling services to remain muted in 2021.
Although oil prices have trended higher over the recent past, we
believe exploration and production (E&P) companies in general will
strive for capital spending discipline at least in the near term.
We assume focus on debt reduction and strengthening liquidity from
free cash flow generation, rather than aggressively spending on
drilling programs, will be a priority for most of the producers.
Therefore, we believe the operating environment for drilling
companies and their cash flow generation will remain subdued at
least in 2021, as both utilization and day rates are expected to
remain under pressure, especially in North America (which accounts
for three-fourths of Ensign's total revenues). We expect muted
development activity will continue to have an impact on Ensign's
operating results, with revenues and EBITDA modestly declining from
already weak levels of 2020.
"The negative outlook reflects Ensign's high debt load, elevated
leverage metrics, with an estimated adjusted FFO-to-debt ratio
averaging below 12% over the next two years, and constrained
liquidity. The outlook also reflects the refinancing risk
associated with upcoming debt maturities, including its credit
facility, amid a difficult operating environment for contract
drillers.
"We could lower the ratings if the company's liquidity deteriorated
from significant negative free cash flow deficits such that it
limits Ensign's ability to meet its fixed-charge obligations. This
could occur if operating conditions weaken materially from current
base-case expectations, which could stem from lower-than-expected
commodity prices and a resulting capital spending reduction by E&P
companies. We could also lower the rating if the company fails to
extend the maturity of its convertible debentures (which will make
credit facility obligations current), or the likelihood of a
distressed debt restructuring within the next 12 months increases.
"We could revise the outlook to stable, if Ensign is able to
improve its liquidity from significant free cash flow generation,
thereby reducing the risk of distressed debt restructuring and
improving the prospects for refinancing of its upcoming debt
maturities. In such a scenario, we would expect the company to
sustain a FFO-to-debt ratio above 12%."
EQUESTRIAN EVENTS: Seeks Cash Collateral Access
-----------------------------------------------
Equestrian Events, LLC and Springer Larsen Greene, LLC ask the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, for entry of an agreed interim order authorizing the
Debtor to use cash collateral in which Skyylight Services and
Silver Bottom, LLC assert an interest.
Prior to the Petition Date, the Debtor owed sums of money to
Skyylight Services and Silver Bottom, LLC, each which was secured
by an assignment of rents.
On February 1, 2021, Skyylight and Silver Bottom filed a Joint
Motion for Entry of an Order (1) Prohibiting the Use of Cash
Collateral and (2) Granting Related Relief, which was opposed by
the Debtor.
On March 15, 2021, the Court held that the assignment of rents
granted Skyylight and Silver Bottom a lien on at least a portion of
the Debtor's revenues generated by its boarding agreements, and
thus constitute cash collateral. The issue of the extent of the
lien, as well as the issue of adequate protection, was set for an
evidentiary hearing on April 13, 2021.
The Debtor, Skyylight and Silver Bottom engaged in negotiations and
reached an agreement on the terms of an order authorizing the
Debtor to use their cash collateral and granting adequate
protection to Skyylight and Silver Bottom.
The parties agree that the Debtor may use Lenders Cash Collateral
in accordance with the budget, with a 10% variance.
As adequate protection, each Lender will be granted replacement
liens on all property of the Debtor and an allowed super-priority
administrative claim. The adequate protection liens are valid,
perfected, and enforceable without any further action by the
Debtor, Skyylight or Silver Bottom, and need not be separately
documented.
Starting April 1, 2021, the Debtor will make adequate protection
payments to Skyylight in the amount of $6,679 and to Silver Bottom
in the amount of $2,041, with subsequent payments being due on the
1st of each successive month. The payments may, but need not, be
applied by each of the Lenders first to outstanding expenses, and
other charges owed pursuant to or in accordance with the Mortgages
or the Lenders' other loan documents, then to accrued and unpaid
interest on the Debtor's obligations to the Lenders, and then to
outstanding principal.
The Debtor will also maintain insurance covering the full value of
all of the Lenders Prepetition Collateral, promptly establish and
maintain a record of all receipts of the Debtor's boarding fees and
other rents, and carry out its fiduciary duties to creditors.
The Debtor, Skyylight and Silver Bottom request that the Court
enter the proposed agreed order and budget, and cancel the
evidentiary hearing set for April 13.
Additionally, the Debtor, Skyylight and Silver Bottom request that
the Court shorten the notice requirements such that notice of the
motion is deemed adequate.
A copy of the Debtor's motion is available at
https://bit.ly/31iQzly from PacerMonitor.com.
About Equestrian Events, LLC
Equestrian Events, LLC operates a horse boarding business at
45W015-45W017 Welter Rd, Maple Park, Illinois. It has 100%
ownership interest in the property, which has a current value of
$2.10 million.
Equestrian Events filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
20-21793) on Dec. 21, 2020. Brian Anderson, its manager, signed the
petition.
At the time of filing, the Debtor disclosed total assets of
$2,186,326 and total liabilities of $3,162,525.
Judge Timothy A. Barnes oversees the case.
Springer Larsen Greene, LLC serves as the Debtor's legal counsel.
Skyylight Services and Silver Bottom, LLC, as Lenders, are
represented by:
Mark A. Carter, Esq.
Richard Polony, Esq.
Daniel L. Morriss, Esq.
HINSHAW & CULBERTSON LLP
151 North Franklin Street, Suite 2500
Chicago, IL 60606
Telephone: 312-704-3000
Facsimile: 312-704-3001
E-mail: mcarter@hinshawlaw.com
rpolony@hinshawlaw.com
dmorriss@hinshawlaw.com
FAIRBANKS CO: Unsecureds Will Recover 100% Under Asbestos Plan
--------------------------------------------------------------
The Fairbanks Company along with the Official Committee of Asbestos
Claimants and James L. Patton, Jr., in his capacity as the legal
representative of individuals who might subsequently assert
personal injury Demands against the Debtor, are soliciting the
votes of two classes of creditors in favor of the Plan of
Reorganization of The Fairbanks Company, dated March 24, 2020.
The purpose of the Plan is to channel the Asbestos Claims to the
Asbestos Trust in accordance with Section 524(g) of the Bankruptcy
Code. The Asbestos Trust will assume liability for the Asbestos
Claims and use the assets conveyed to the Asbestos Trust to resolve
the Asbestos Claims and compensate eligible holders of the Asbestos
Claims.
The Plan treats claims as follows:
* Class 3: General Unsecured Claims totaling $26,000 will
recover 100% of their claims. Each holder of an Allowed General
Unsecured Claim will receive cash in an amount equal to its Pro
Rata share of the General Unsecured Recovery Pool (Cash in the
amount of $50,000) subject to a maximum Distribution to each holder
of an Allowed General Unsecured Claim of 100% of the Allowed amount
of such Claim.
* Class 4: Asbestos Claims. The estimated recovery of this claim
is unknown. On the Effective Date, all liability for Asbestos
Claims against the Debtor will automatically be assumed by the
Asbestos Trust. Class 4 is impaired.
* Class 5: Interests. The estimated recovery of this claim is
unknown. On the Effective Date, all Interests of any kind will be
canceled. Class 5 is impaired.
On or before the Effective Date, the Debtor will transfer the
Asbestos Trust Assets to the Asbestos Trust. The Asbestos Trust
Assets will be administered for the benefit of the holders of
Asbestos Claims.
Counsel to Debtor:
Paul M. Singer, Esq.
Andrew J. Muha, Esq.
Luke A. Sizemore, Esq.
REED SMITH LLP
225 Fifth Avenue, Suite 1200
Pittsburgh, PA 15222
Telephone: (412) 288-3131
Facsimile: (412) 288-3063
E-mail: psinger@reedsmith.com
amuha@reedsmith.com
lsizemore@reedsmith.com
William L. Rothschild
OGIER, ROTHSCHILD & ROSENFELD, PC
Sandy Springs Office
450 Winfield Glen Court
Sandy Springs, GA 30342
Telephone: (404) 525-4000
Facsimile: (678) 381-1175
E-mail: br@orratl.com
Counsel to the Official Committee of Asbestos Claimants:
Kevin C. Maclay, Esq.
Todd E. Phillips, Esq.
CAPLIN & DRYSDALE, CHARTERED
One Thomas Circle, N.W.
Washington, D.C. 20005
Telephone: (202) 862-5000
Facsimile: (202) 429-3301
E-mail: kmaclay@capdale.com
tphillips@capdale.com
Leslie Pinyero
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Telephone: (404) 564-9300
Facsimile: (404) 564-9301
E-mail: lpinyero@joneswalden.com
Counsel to the Future Claimants' Representative:
Edwin J. Harron, Esq.
Sara Beth A.R. Kohut, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6703
Facsimile: (302) 576-3298
E-mail: eharron@ycst.com
skohut@ycst.com
J. Robert Williamson
SCROGGINS & WILLIAMSON, P.C.
4401 Northside Parkway
Suite 450
Atlanta, GA 30327
Telephone: (404) 893-3880
Facsimile: (404) 893-3886
E-mail: rwilliamson@swlawfirm.com
A copy of the Disclosure Statement is available at
https://bit.ly/3lXP59S from PacerMonitor.com.
About The Fairbanks Company
Incorporated in 1891, The Fairbanks Company --
http://www.fairbankscasters.com/-- is a Georgia corporation that
manufactures customized material handling equipment in its more
than 200,000-square-foot manufacturing and warehousing facility
located in Rome, Georgia.
The Fairbanks Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-41768) on July 31,
2018. In the petition signed by CEO Robert P. Lahre, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$100,000 to $500,000.
Judge Paul W. Bonapfel oversees the case.
The Debtor tapped Reed Smith LLP as its bankruptcy counsel, and
Ogier, Rothschild & Rosenfeld, PC, as its local counsel. Cohen &
Grigsby, P.C., is the insurance coverage counsel.
On Oct. 11, 2018, the U.S. Trustee for Region 21 appointed a
committee, which is comprised of creditors who hold unsecured
claims against the Debtor for personal injury or wrongful death
resulting from exposure to asbestos or asbestos-containing
products. The committee tapped Caplin & Drysdale, Chartered as its
legal counsel, and Jones & Walden, LLC as its local counsel.
On April 17, 2019, the court-appointed James L. Patton Jr. as legal
representative for persons who may in the future assert an
asbestos-related personal injury claim against the Debtor.
FARMACIA NUEVA: Plan Filing Deadline Extended to June 17
--------------------------------------------------------
Judge Midred Caban Flores has entered an order granting the motion
filed by the Farmacia Nueva Borinquen, Inc., requesting an
extension of time to file its Disclosure Statement and Plan. The
deadline is extended to June 17, 2021.
About Farmacia Nueva Borinquen
Farmacia Nueva Borinquen, Inc. sought protection for relif under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-03715)
on Sept. 21, 2020, listing under $1 million in both assets and
liabilities. Nilda Gonzalez Cordero, Esq., represents the Debtor.
FIELDWOOD ENERGY: Says Plan Disclosures Adequate
------------------------------------------------
Fieldwood Energy LLC, et al., submitted an omnibus reply in
response to the objections to the Disclosure Statement explaining
their Chapter 11 PLan.
Many of the Objections overlap and raise similar issues, and they
generally fall into the following categories:
* Disclosure Objections. These are Objections to the adequacy of
disclosure in the Disclosure Statement.
The Debtors have made amendments to the Disclosure Statement
to provide the requested information where available and
appropriate or otherwise disclosed information directly to the
Objecting Party where requests for additional disclosure were
either (i) too voluminous to include in the Disclosure Statement
and/or (ii) a set of documents or information particularized to a
specific party, such as the OTPs provided to affected Predecessors.
In other circumstances, however, the requested disclosure is either
unavailable or unnecessary, and the Debtors have so noted in the
Objection Chart. Under the circumstances of these Chapter 11 Cases,
the Disclosure Statement's disclosure of all the available
information is "adequate" and should be approved.
* Solicitation/Timing Objections. These are Objections to the
solicitation and voting tabulation procedures as proposed by the
Debtors in the Motion and Objections to timing.
These objections should be overruled.
* Confirmation Objections. These are Objections that assert that
the Plan is unconfirmable as a matter of law.
As demonstrated in the Objection Chart, the Confirmation
Objections are just that—objections to confirmation that are
appropriately deferred to the Confirmation Hearing. None of the
Confirmation Objections rise to the level of rendering the Plan
unconfirmable as a matter of law. In any event, the Debtors
believe that each of the Confirmation Objections are either (i)
inconsistent with applicable law and/or (ii) misconstrues the terms
of the Plan.
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on February
15, 2018, with a prepackaged plan that would deleverage $3.286
billion of funded debt by $1.626 billion.
On August 3, 2020, Fieldwood Energy and its 13 affiliates again
filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case
No. 20-33948). Mike Dane, senior vice president, and chief
financial officer signed the petitions.
At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as an investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On August 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan,
LLPand Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FLEXOGENIX GROUP: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Barry Russell has entered an order approving the Disclosure
Statement of Flexogenix Group, Inc., et al.
The Debtors are authorized to make non-material changes to the
Disclosure Statement and related documents, including changes
agreed to by the Debtors and the IRS in response to the IRS
Opposition, and revise the Disclosure Statement and related
documents to add additional disclosure, as deemed appropriate.
The Plan confirmation hearing will take place before the Bankruptcy
Court on May 11, 2021, at 10:00 a.m., in Courtroom 1668, located at
255 E. Temple Street, Los Angeles, CA 90012.
The last day to file and serve any objections to confirmation of
the Plan is April 13, 2021.
The last day and time to deliver ballots to the Debtors' bankruptcy
counsel is April 13, 2021, at 5:00 p.m., Los Angeles time.
The Debtors shall file a reply to any timely filed and served
objection to confirmation of the Plan on or before April 20, 2021.
The Debtors shall file and serve a ballot summary on or before
April 20, 2021.
Counsel for Flexogenix Group, Inc., et al.:
Jeremy W. Faith
Monsi Morales
MARGULIES FAITH LLP
16030 Ventura Blvd., Suite 470
Encino, CA 91436
Telephone: (818) 705-2777
Facsimile: (818) 705-3777
E-mail: Jeremy@MarguliesFaithLaw.com
Monsi@MarguliesFaithLaw.com
About Flexogenix Group
Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers
non-surgical solutions for knee pain, osteoarthritis, and injuries.
Flexogenix treatments have options for acute injuries as well as
chronic overuse conditions. The company has locations in Atlanta,
Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma
City.
Flexogenix Group and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19 12927)
on March 18, 2019. At the time of the filing, Flexogenix Group was
estimated to have assets between $1 million and $10 million and
liabilities of between $10 million and $50 million. Judge Barry
Russell oversees the cases.
The Debtors tapped Margulies Faith LLP as legal counsel; Levy,
Sapin, Ko & Freeman, as tax accountant; Nelson Hardiman, LLP as
special counsel; and Grobstein Teeple LLP as accountant and
financial advisor.
FLOW SERVICES: Seeks to Tap Grant Thornton as Financial Advisor
---------------------------------------------------------------
Flow Services & Consulting, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Grant Thornton LLP as its financial advisor.
Grant Thornton will render these services:
(a) assist with record keeping and preparation of financial
statements;
(b) review financial information;
(c) prepare court filings;
(d) provide financial advisory services;
(e) assist in the preparation of the proposed business plan
and financial projections;
(f) assist in preparing or reviewing documents necessary for
confirmation of the Debtor's Chapter 11 plan;
(g) assist with claims resolution procedures; and
(h) render such other financial advisory services as may be
required.
The hourly rates of Grant Thornton's professionals are as follows:
John Baumgartner $425
Meggen Rhodes $350
In addition, Grant Thornton will seek reimbursement for expenses
incurred.
John Baumgartner, a managing director at Grant Thornton, 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:
John Baumgartner
Grant Thornton LLP
700 Milam St., Suite 300
Houston, TX 77002
Telephone: (832) 476-3600
Facsimile: (713) 655-8741
About Flow Services & Consulting
Flow Services and Consulting Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Case No. 21-50005) on Jan. 5, 2021. Keith J. Martin, president,
signed the petition. In the petition, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities.
Judge John W. Kolwe oversees the case.
The Debtor tapped Gold, Weems, Bruser, Sues & Rundell APLC as legal
counsel, Stout Risius Ross LLC and Grant Thornton LLP as financial
advisor, and Girouard, Melancon & Associates, LLC as accountant.
FMT SJ LLC: Fairmont San Jose Hotel Owners Aim Quick Bankruptcy End
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George Avalos of East Bay Times reports that The Fairmont San Jose
owners have sketched out a swift endgame for the iconic hotel's
bankruptcy case in the first version of a formal plan to reorganize
the property's wobbly finances, court papers show.
Newly filed court papers in the case point to the completion of the
court case about four months after the Chapter 11 bankruptcy filing
on March 5. That sort of schedule could conclude the bankruptcy
case by sometime in July 2021.
Under the U.S. Bankruptcy Code, debtors have the exclusive right to
file a plan of reorganization for at least the first 120 days, or
four months, after a bankruptcy has been filed. Some debtors take
more than two months, said Sam Singer, a spokesperson for principal
hotel owner San Ramon-based Eagle Canyon Capital, whose president
is Bay Area business executive Sam Hirbod.
"We did it in less than 2 weeks," Singer said.
The primary creditor in the bankruptcy is CLNC Mortgage Sub-REIT, a
unit of real estate financing and investment firm Colony Capital.
The Colony Capital affiliate is the holder of a $173.5 million
mortgage for the hotel property.
Bolstering the hotel owner’s quest to emerge from bankruptcy,
Colony Capital has agreed to cooperate with the debtor in the
reorganization effort. Colony won't launch a foreclosure on the
mortgage and a seizure of the hotel property, according to the
bankruptcy records.
"We are on track with our milestones under our agreement with
Colony Capital, which moves us substantially along the path of
exiting Chapter 11 as scheduled in the next few months," Singer
said.
Still, plenty of crucial hurdles will have to be cleared by the
hotel owners to successfully reorganize the hotel's finances.
Among the important challenges that face the bankrupt hotel owner:
* The owners must successfully find a new and high-profile hotel
manager that will operate the downtown San Jose hotel under a new
brand.
* The new hotel operator must agree to provide at least $45
million in a cash infusion to help steady the hotel's finances.
* The hotel owners must get court approval to terminate the
existing hotel management and operating contract with Accor
Management U.S., which formerly was Fairmont Hotel & Resorts.
It also became clear that the bankrupt hotel owner, Eagle Canyon;
and the hotel operator, Accor Management, became adversaries over a
one-year period starting in March 2020, which is around the time
that the coronavirus jolted the finances of the Fairmont and hotels
worldwide.
Accor Management accused hotel owner Eagle Canyon Capital of not
providing enough financial support to the hotel operators until
revenue and occupancy levels could return to the pre-COVID levels.
"This stance led to a number of disputes," Paul Tormey, an Accor
regional vice president, declared in a statement to the bankruptcy
court.
The owner of the Fairmont claims that Accor Management did not
sufficiently help the hotel owner to address the crumbling finances
of the Fairmont San Jose.
"The business relationship between Accor Management and the hotel
ownership is beyond repair," the hotel owners stated in the court
papers.
The Fairmont San Jose closed its doors on March 5, 2021, although
it hopes to be open again by sometime in May or June. The last day
of hotel operations led to further complications, court papers
show.
"That afternoon, in violation of the hotel management agreement,
the debtors physically removed Accor management from the hotel
property," according to the bankruptcy records.
What isn't in dispute is the hotel's revenue and occupancy levels
nosedived last spring of 2020 as the coronavirus raged on.
In October 2019, occupancy levels at the Fairmont San Jose soared
to 83% and the average daily rate jumped to $240 a room, court
papers show. But by April 2020, occupancy had plummeted to 2% and
the average room rate was $187. The room rate got as low as $148 a
night in June 2020.
"That's as close to zero occupancy as you can get," said Alan Reay,
president of Atlas Hospitality Group, which tracks the California
lodging market. "For all intents and purposes, the Fairmont was
empty during that time."
The nationwide hotel market might not rebound to the
pre-coronavirus levels until 2022, according to bankruptcy court
documents that cited a Costar report.
Even that timeline might be too optimistic for the battered hotel
industry.
"Most of the reports that I am seeing don't predict a recovery
until closer to 2023 or even 2024," Reay said.
About FMT SJ LLC
FMT SJ LLC operates San Jose Fairmont, a hotel in San Jose,
California.
FMT SJ LLC sought Chapter 11 protection (Bankr. D. Del. Case No.
21-10521) on March 5, 2021. Pillsbury Winthrop Shaw Pittman LLP is
the Debtor's counsel. Cole Schotz P.C. is the Debtor's local
counsel. Neil Demchick of Verity LLC is the Debtor's restructuring
officer.
FRONTERA HOLDINGS: No Need for Plan Changes Amid Temp Shutdown
--------------------------------------------------------------
Frontera Holdings LLC, et al., submitted a First Amended Disclosure
Statement.
The Debtor updated its Disclosure Statement to include the
temporary shut down of its Frontera Facility from Feb. 12, 2021, to
Feb. 22, 2021.
On or about Feb. 12, 2021, a substantial portion of the Midwestern
and South Central United States, including Texas, and Northeast
Mexico began experiencing unusually low temperatures, snow, and
ice. The low temperatures drastically increased demand for
electricity and natural gas and disrupted natural gas supplies,
leading to a severe shortage of natural gas in the state of Texas.
This shortage caused power generation facilities across Texas,
including the Frontera Facility, to shut down temporarily. The
temporary shutdown ended on or about Feb. 22, 2021. The Debtors do
not believe that any modifications to the Plan, this Disclosure
Statement, or the exhibits attached hereto are warranted on account
of this event. Accordingly, these materials have not been modified
due to this event.
Proposed Co-Counsel for the Debtors:
Matthew D. Cavenaugh
Genevieve M. Graham
Vienna F. Anaya
Victoria Argeroplos
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
ggraham@jw.com
vanaya@jw.com
vargeroplos@jw.com
Co-Counsel for the Debtors:
Joshua A. Sussberg, P.C.
Matthew C. Fagen
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
matthew.fagen@kirkland.com
A copy of the First Amended Disclosure Statement is available at
https://bit.ly/3d3vYqN from Primeclerk, the claims agent.
About Frontera Holdings
Frontera Holdings, LLC operates a 526-MW combined-cycle natural gas
plant near Mission, Texas, and exports power to Mexico.
On Feb. 3, 2021, Frontera Holdings LLC and five affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. No. 21-30354) to
seek confirmation of a debt-for-equity plan that would reduce debt
by $800 million. At the time of the filing, Frontera Holdings had
estimated assets of between $100 million and $500 million and
liabilities of between $1 billion and $10 billion.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis and Jackson Walker L.L.P. as
their legal counsel, Alvarez & Marsal as financial advisor, and PJT
Partners LP as investment banker. Prime Clerk LLC is the claims
agent.
The term loan lenders' advisors include Houlihan Lokey Inc. and
Akin Gump Strauss Hauer & Feld LLP.
The noteholders' advisors include Silver Foundry, LP and Morgan,
Lewis & Bockius LLP.
FURNITURELAND USA: $1.6M Sale of Kissimmee Asset to Best Price OK'd
-------------------------------------------------------------------
Judge Lori V. Vaughan of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Furnitureland USA, Inc.'s sale of
the parcel of real property located at 2345 North Orange Blossom
Trail, in Kissimmee, Florida, to Best Price Mattress and Furniture
Discount, Inc., for $1.638 million.
A hearing on the Motion was held on March 10, 2021.
The Debtor is authorized to proceed with the sale of the Property,
including the delivery to the Purchaser of all executed documents
and instruments required by the Commercial Contract and by Florida
law.
The sale will be free and clear of all liens, claims, interests,
and encumbrances that may exist in, to, or against the Property,
with all such liens, claims, interests, and encumbrances, existing
immediately prior to closing, paid at closing or attaching to the
sale proceeds.
The Debtor is authorized, without need for further motion, hearing,
or order, to agree to further modifications to the Purchase
Agreement (except as to the Purchase Price), including with respect
to any timing matter. Any modification to the Purchase Agreement
will be filed with the Court.
Provided that the Purchaser pays the Purchase Price as provided for
in the Commercial Contract, the Purchaser will hold good and
indefeasible title to the Property free and clear of all liens,
claims, interests, and encumbrances existing immediately prior to
Closing.
If the sale to Purchaser does not close as provided for in the
Purchase Agreement, the Debtor will retain the Property subject to
further orders of the Court.
At the closing of the sale to the Purchaser under the terms of the
Commercial Contract, the Debtor is authorized to pay the expenses
set forth in the list of the Seller's Costs, itemized in Exhibit
A.
Promptly after closing, the Debtor's Closing Agent, James A. Nolan,
of GrayRobinson, P.A., will ensure that the balance of the sale
proceeds following disbursement of the Seller's Costs itemized in
Exhibit A are wire transferred to a Trust Account maintained by the
Debtor's counsel of record, Scott W. Spradley. The Net Proceeds
will then be preserved and disbursed on the terms contained in the
Order.
Without further order, the Debtor will distribute payments from the
Net Proceeds to the holders of claims against the Debtor as set
forth on the list of Creditor Claims itemized in Exhibit B attached
to the Order, provided that: (i) the Net Proceeds are in an amount
sufficient to pay all Creditor Claims in full, less the $170,000
insider claim of Mark Cantley (“Cantley Claim”) and (ii) the
Net Proceeds are in an amount also sufficient to pay the estimated
Administrative Expenses in full as set forth in Exhibit C attached
to the Order.
In that event, the Debtor will pay the Creditor Claims, including
the Cantley Claim, from the Net Proceeds, without delay. The
Debtor will then retain the amount set aside to pay the estimated
Administrative Expenses and will pay the Administrative Expenses
only upon entry of the appropriate orders of the Court on any
applications made by the administrative claimants.
In the event the Net Proceeds are in an amount insufficient to pay
the total of all Creditor Claims, less the Cantley Claim, and all
estimated Administrative Expenses, Scott W. Spradley is directed to
preserve the Net Proceeds in their entirety, pending further order
of the Court.
Within 10 days of the closing on the sale of the Property, the
Debtor will file a true and correct copy of the closing statement
from the sale.
Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, the Order will not be stayed for 14 days and the Debtors
and Buyer may close upon entry of the Order.
A copy of the Exhibits is available at https://tinyurl.com/xr4jvn2d
from PacerMonitor.com free of charge.
About Furnitureland USA Inc.
Furnitureland USA, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06634) on Dec. 1,
2020. In its petition, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range.
Furnitureland President Mark Cantley signed the petition.
Judge Lori V. Vaughan oversees the case. The Law Offices Of Scott
W. Spradley, P.A., is the Debtor's legal counsel.
GATEWAY REST: Seeks Use of Cash Collateral
------------------------------------------
Gateway Rest Group, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Gainesville Division, for authority
to use cash collateral on an emergency basis to continue its
operations in accordance with a proposed budget.
The Debtor proposes to use Cash Collateral for general operational
and administrative expenses as set forth in the Budget. The
expenses incurred by the Debtor and for which Cash Collateral will
be used will all be incurred in the normal and ordinary course of
operating the restaurant.
The general manager of the Debtor's Santorini Taverna restaurant
passed away in 2019, which disrupted operations and day-to-day
management.
When the COVID-19 pandemic struck in 2020, it wrought havoc on the
restaurant industry, decimating sales. The President recently
announced that all Americans should have access to vaccinations by
May, and the Debtor is hopeful the restaurant's sales will increase
to pre-pandemic levels this year.
Given the Debtor's debt obligations, including rent owed to its
landlord, the Debtor was forced to file for Chapter 11 protection
to protect the going concern value of the restaurant, weather the
current storm, and reorganize its balance sheet to enable the
Debtor to meet its obligations during the pendency of the case and
upon emergence from Chapter 11.
Jax Fairfield Financial, LLC asserts security interests in certain
of the Debtor's personal property. As of the Petition Date, the
Debtor believes the amount owed to the Lender is approximately
$700,000. The Lender is not a statutory insider as defined in 11
U.S.C. Section 101; however the Lender is owned by the sons of the
principal of one of the limited liability companies that owns the
Debtor.
To the extent that the Lender's interest in the Cash Collateral is
diminished, the Debtor proposes to grant the Lender a replacement
lien in post-petition collateral of the same kind, extent, and
priority as the liens existing pre-petition, subject to the
Carve-Out for United States Trustee fees and professional fees,
except that the Adequate Protection Lien will not extend to the
proceeds of any avoidance actions received by the Debtor or the
estate pursuant to chapter 5 of the Bankruptcy Code. Hence, the
Lender's interests in the Debtor's Cash Collateral, to the extent
it has any, is adequately protected.
The Debtor also requests that the Court schedule a final hearing on
Cash Collateral use, and following the hearing, enter a final order
authorizing Cash Collateral use.
A copy of the Debtor's motion is available for free at
https://bit.ly/39BdrBl from PacerMonitor.com.
About Gateway Rest Group, LLC
Gateway Rest Group, LLC operates in the restaurant industry.
Gateway Rest Group sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20317) on March 24,
2021. In the petition signed by Chittranjan Thakkar, manager, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
William A. Rountree, Esq. at ROUNTREE, LEITMAN & KLEIN, LLC is the
Debtor's counsel.
GENWORTH FINANCIAL: S&P Affirms 'B-' ICR, Off CreditWatch Negative
------------------------------------------------------------------
S&P Global Ratings removed its ratings on Genworth Financial Inc.
(GNW) and its subsidiaries from CreditWatch with negative
implications, where they were placed on May 15, 2020, and assigned
negative outlook. At the same time, it affirmed its 'B-' issuer
credit rating on GNW and Genworth Holdings Inc., and its 'BB+'
financial strength and issuer credit rating on Genworth Mortgage
Insurance Co. (GMICO).
The affirmation and CreditWatch removal reflect S&P's view of a
slight improvement in the liquidity headroom available to GNW
subsequent to the sale of its Australian business, although the
downside risks remain, as indicated through the negative outlook.
S&P Global Ratings uses CreditWatch to indicate that the likelihood
of rating action within the next 90 days is substantial (at least a
one-in-two) as compared to ratings outlooks, which have lower
likelihood of change (at least a one-in-three) over a longer time
frame, generally up to one year for speculative-grade companies.
After partial payment of $247 million to AXA S.A. under its
settlement from the sale proceeds of $370 million, GNW was able to
retain $123 million, an amount higher than what was earlier
contemplated. Furthermore, the final payment to AXA is not due
until the second half of 2022, which is the next major obligation
after the September 2021 debt maturity. S&P believes that the
company would likely have sufficient funds to pay off its this
maturity of about $660 million and to cover its operating expenses.
Therefore, its view of the immediate risks regarding the company's
ability to service its 2021 obligations has abated. However, GNW's
ability to manage the final AXA payment (approximately $330
million), build its holding company liquidity cushion, and address
its high debt load would require additional resources.
Dividends from the U.S. mortgage insurance (MI) operations could
help ease GNW's liquidity, which is a possibility later this year
as the economy improves, but those could be limited because
government-sponsored enterprises (Fannie Mae/Freddie Mac)
restricted payments last year due to the stressed conditions. One
of the options GNW is working on is a partial IPO of the U.S. MI
operations in the first half of this year. This IPO is a feasible
option and will likely result in tangible and intangible benefits
for both the group and the U.S. MI operations. Partial sale of a
sole earnings operations is never a preferred route for any
management. Such an IPO is made more difficult with the valuations
being below pre-pandemic levels, although those for legacy U.S.
mortgage insurers have recovered considerably from last year and
are now trading close to the book value. S&P said, "Therefore, with
a bit more liquidity headroom available, in our view, the company
could potentially look to delay on the IPO execution to let the
valuations improve further. In any case, the IPO is subject to
market conditions and necessary regulatory and GSE approvals,
raising execution risks. In the meantime, we believe that GNW will
continue to explore strategic options. While the possibility looks
remote given the challenges, a revival of the China Oceanwide deal
in some shape or form can't be ruled out, as the agreement was
never officially terminated. Therefore, in our view, execution
risks and uncertainty in company's strategic plan remain."
The negative outlook on GNW reflects pressure on liquidity due to
constrained financial flexibility and significant debt maturities
over the next few years. The negative outlook on GMICO reflects
additional pressure on the consolidated group credit profile from
stressed economic conditions straining capital and earnings, and
high debt load.
S&P could lower the rating on GNW over the next 12 months if it
believes the company will not have sufficient resources to meet its
upcoming financial obligations in 2021-2022.
S&P could lower the ratings on GMICO if:
-- The group capitalization weakens below the 'BBB' confidence
level on a sustained basis; or,
-- Consolidated financial leverage (excluding life and run-off
operations) is not below 50% or consolidated fixed-charge coverage
is below 2.0x.
S&P could affirm the ratings on GNW and GMICO and revise the
outlook to stable over the next 12 months if liquidity pressures
ease and the group's combined capitalization remains redundant at
the 'BBB' confidence level.
Upside ratings potential for GNW and GMICO exists if the company
sees successful execution of the IPO leading to material
deleveraging and the resultant governance framework at GMICO
provides at least a partial check on group influence, increasing
GMICO's insulation.
GEORGE WASHINGTON: Assets Sold to GWB; Unsecureds to Get Less 1%
----------------------------------------------------------------
George Washington Bridge Bus Station Development Venture LLC,
submitted the First Amended Disclosure Statement with respect to
the First Amended Chapter 11 Plan dated March 25, 2021.
The First Amended Plan provides for the sale of substantially all
of the Debtor's assets, including without limitation, the Debtor's
leasehold interest in the Ground Lease, to GWB Madison Purchaser
LLC (the "Purchaser") in a going concern sale that will provide
consideration of at least $92,000,000 to the Debtor's estate. The
Sale Transaction provides significant benefits, including the
continuation of the Debtor's business as a going concern, the
provision to the Debtor of cash proceeds sufficient to repay the
Debtor's $18,000,000 DIP Facility and satisfy all costs necessary
to emerge from this chapter 11 case, and the assumption of
$72,000,000 of the Debtor's prepetition secured debt.
The First Amended Plan contemplates, among other things, the
following sale transaction to the Purchaser (the "Sale
Transaction"):
* The Purchaser shall acquire the Acquired Assets and provide
the following consideration: (i) Sufficient cash to repay the DIP
Obligations; (ii) Assume $72,000,000 of the obligations under that
loan made by George Washington Bridge Bus Station and
Infrastructure Development Fund, LLC ("Senior Secured Lender") to
the Debtor, on the amended terms of the APA (the "Second Lien Exit
Facility").
* The Debtor has agreed to work exclusively with the Purchaser
to negotiate and finalize the agreements and documentation
necessary for the Sale Transaction and related transactions. The
transactions contemplated by the Sale Transaction must close on or
before June 30, 2021.
* Further, the Debtor shall assign the Preserved Causes of
Action to the Purchaser under the Asset Purchase Agreement.
* Interests in the Debtor shall be cancelled and
extinguished.
Class 6 consists of General Unsecured Claims with $138 milion
projected amount of claims and will recover less than 1%. Each
Holder of a General Unsecured Claim shall receive such Holder's Pro
Rata share of distributions from the General Unsecured Creditor
Recovery Reserve.
In the interim, the Debtor has preserved its right to assume and
assign the Ground Lease. As of the date, the deadline for the
Debtor to assume or reject the Ground Lease is June 15, 2021,
subject to following milestones: April 27, 2021 as approval of
Disclosure Statement; and June 4, 2021 as Confirmation of Plan.
A full-text copy of the First Amended Disclosure Statement dated
March 25, 2021, is available at https://bit.ly/39pqS6W from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Michael D. Sirota, Esq.
Felice R. Yudkin, Esq.
Ryan T. Jareck, Esq.
Mark Tsukerman, Esq.
Rebecca W. Hollander, Esq.
COLE SCHOTZ P.C.
1325 Avenue of the Americas, 19th Floor
New York, NY 10019
Tel: (212) 752-8000
Fax: (212) 752-8393
About George Washington Bridge
Bus Station Development Venture LLC
George Washington Bridge Bus Station Development Venture LLC is
the entity contracted to renovate the George Washington Bridge Bus
Station in New York. The bus station was reopened in 2016 following
a delayed and costly renovation. As part of the deal, the company
was granted a 99-year lease to operate and maintain the retail
portion of the bus station.
George Washington Bridge Bus Station Development Venture LLC sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct.
7, 2019.
The company's assets are estimated between $50 million and $100
million, and liabilities between $100 million and $500 million,
according to bankruptcy documents.
The Hon. Shelley C. Chapman is the case judge.
Cole Schotz P.C. is the Debtor's counsel. BAK Advisors Inc., is the
Debtor's financial advisor, and BAK's Bernard A. Katz is presently
serving as the Debtor's sole manager.
GIOVANNI & SONS: May 18 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Robert A. Mark has entered will convene a hearing on the
Disclosure statement of Giovanni & Sons High-Tech, Inc., on May 18,
2021, at 2:00 p.m., thru Court Solutions.
The deadline for service of this Order, Disclosure Statement and
Plan will be on April 21, 2021.
The deadline for objections to the Disclosure Statement is May 11,
2021.
About Giovanni & Sons High-Tech
Giovanni & Sons High-Tech, Inc., a Medley, Fla.-based contractor,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-20484) on Sept. 28, 2020. At the time of the
filing, the Debtor had total assets of $267,346 and total
liabilities of $1,892,134.
Judge Robert A. Mark oversees the case.
The Law Offices of Richard R. Robles, P.A., is the Debtor's legal
counsel.
GL BRANDS: Unsecured Creditors Will Split At Least $100K in Plan
----------------------------------------------------------------
GL Brands, Inc., f/k/a Freedom Leaf, Inc., et al., submitted a Plan
and a Disclosure Statement.
The Plan provides for a sale of the Debtors' Equity Interests to
the highest bidder, the satisfaction in full of all secured debt, a
pro-rata distribution to unsecured creditors, the cancelation of
the Debtors' existing Equity Interests, and a rehabilitation of the
Debtors by removing approximately $15,400,000 from their balance
sheets. The Debtors believe that the Plan provides for the maximum
recovery available for all Classes of Claims.
Under the Plan, General Unsecured Claims of GL Brands, The Texas
Wellness Center, ECS Labs, B & B Aesthetics Labs and Leafceuticals
will be paid from the remaining proceeds after senior claims are
paid. The Debtors will collect the proceeds of the Stalking Horse
Bid or the Auction of the Debtors' Equity Interests, whether from
the Stalking Horse Bidder, if the Auction does not occur, or from
the Successful Bidder if the Auction does occur. Proceeds of the
Auction will be used first to repay DIP Loan, the Class 1 Existing
Secured Claim, the Break-Up Fee, if any, and up to $75,000 in
Allowed Administrative Claims not otherwise paid through the
Debtors' DIP Loan or available Cash. The remaining proceeds, in
the amount of at least $100,000, shall be divided among the Debtors
in proportion to their Allowed General Unsecured Claims. By way of
illustration only, if GL Brands owed 75% of the Debtors' combined
General Unsecured Debt, it would receive 75% of the available
proceeds for purposes of satisfying Allowed Claims. From the funds
received, the Debtors shall make a pro-rata distribution to holders
of Allowed General Unsecured Claims against GL Brands.
The rights of the Debtors' existing Equity Interest Holders will be
canceled.
Counsel for the Debtors:
Robert A. Simon
WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC
301 Commerce Street, Suite 3500
Fort Worth, Texas 76102
Telephone: (817) 878-0543
Facsimile: (817) 878-0501
E-mail: rsimon@whitakerchalk.com
A copy of the Disclosure Statement is available at
https://bit.ly/3smE2t6 from PacerMonitor.com.
About GL Brands
GL Brands -- https://www.glbrands.com/ -- formerly d/b/a Freedom
Leaf, is a global hemp consumer packaged goods company engaged in
the development and sale of cannabis-derived wellness products.
Through its premier brands Green Lotus and Irie CBD, GL Brands
delivers a full portfolio of hemp-derived CBD products, including
tinctures, soft gels, gummies, sparkling beverages, vapes, flower
and topical segments to promote greater wellness and balance, in
the U.S. and throughout the world.
On Dec. 17, 2020, GL Brands, Inc., et al., sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 20-43800). GL Brands
disclosed total assets of $100,000 to $500,000 and total
liabilities of $10 million to $50 million. The petition was signed
by CEO Carlos Frias.
Judge Edward L. Morris oversees the case.
The Debtors tapped Robert A. Simon, Esq., at Whitaker Chalk Swindle
and Schwartz, as bankruptcy counsel.
GLOBAL EAGLE: Customer Base Acquired by Marlink
-----------------------------------------------
Marlink, the leading provider of smart hybrid network solutions,
announced March 26, 2021, the acquisition of customer contracts and
assets from Global Eagle Entertainment (GEE), which has emerged
from Chapter 11 restructuring.
As part of this deal, Marlink has taken over more than 450 VSAT
sites in five continents serving large humanitarian/NGO, Embassy,
Oil and Gas and Mining customers as well as GEE's African fixed
site land business.
The transaction is the result of an efficient collaboration between
Marlink and GEE teams which was aimed at structuring a deal
ensuring service continuity for GEE’s NGO/humanitarian and
enterprise customers.
This acquisition will further strengthen Marlink's global
leadership position and momentum in the enterprise satcom market
serving NGO/humanitarian, energy/mining and government customers.
"Marlink welcomes GEE's NGO/humanitarian and enterprise customers
and is geared up to provide them with a best-in-class service given
the depth of our experience and resources in these sectors," says
Alexandre de Luca, President, Enterprise, Marlink. "Marlink's
managed smart network solutions provide our customers with
reliable, scalable and flexible connectivity and digital solutions
that enables them to run their remote operations in more efficient,
sustainable and safe ways."
About Global Eagle Entertainment
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of media
content and connectivity solutions to airlines, cruise lines,
commercial ships, high-end yachts, ferries and land locations
worldwide.
Global Eagle Entertainment Inc., based in Los Angeles, CA, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-11835) on July 22, 2020. The Hon. John T. Dorsey
presides over the case.
In the petition signed by CFO Christian M. Mezger, Global Eagle
disclosed $630.5 million in assets and $1.086 billion in
liabilities.
Global Eagle tapped LATHAM & WATKINS LLP (CA), and YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as counsel; GREENHILL & CO., LLC, as
investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as
financial advisor. PRIME CLERK LLC, is the claims and noticing
agent. PRICEWATERHOUSECOOPERS LLP is the tax advisor.
* * *
Global Eagle Entertainment announced March 23, 2021, that it has
successfully completed the previously announced sale of
substantially all of the Company's assets to a group comprising the
Company's first-lien investors and its operations have emerged from
the Chapter 11 restructuring process. Through its sale and
restructuring, Global Eagle reduced its total debt by $487.5
million and increased its liquidity with a $217.5 million
investment from the Company's new owners. Global Eagle's new
owners include certain funds managed by affiliates of Apollo Global
Management, Inc., Eaton Vance Management, Mudrick Capital
Management, Crestline Investors, Inc., certain funds and accounts
managed by Sound Point Capital Management, certain funds and
accounts managed by Arbour Lane Capital Management, L.P., and
certain funds and accounts under management by BlackRock Financial
Management, Inc., among others.
GNIRBES INC: Unsec. Creditors Owed $8.3K to Recover 21.6% in Plan
-----------------------------------------------------------------
Gnirbes, Inc., submitted a First Amended Chapter 11 Plan of
Reorganization and a corresponding Disclosure Statement.
Immediately after the filing of the case, Granada filed a series of
aggressive Motions, including a Motion to Dismiss and Motion for
Stay Relief, which required the Debtor to respond. The Debtor and
Granada attended a Judicial Settlement Conference that resulted in
a settlement being reached whereby the Debtor agreed to transfer
ownership of the "Commercial Property"
to Granada, among other concessions.
After extended negotiation, Granada and Community resolved the
issues and a Stipulation to Compromise Controversy was approved by
this Court. By way of the Settlement. Granada agreed to execute a
new note and grant a new mortgage to Community secured by the
Commercial Property in the amount of $250,000.00. In addition,
Community agreed to extinguish the note and mortgage previously
executed by the Debtor and also grant a release to the Debtor's
principal, Steve Marabel.
The Plan treats claims as follows:
-- Class Three (Granada Capital, LLC): Granada Capital, LLC's
secured claim in the amount of $726,615.40 is secured by the real
and personal property of the Debtor. This claim will be satisfied
as more fully set forth in the Stipulation to Compromise
Controversy entered into between the Debtor and Granada after a
Judicial Settlement Conference. The key points of the Stipulations
are as follows:
* The Debtor agreed to sell the real and personal property
located at 330 US Highway 27 North a/k/a 332 & 334 US Highway 27
North Sebring, Florida by private sale to Granada, subject to the
first lien of Community.
* The Debtor agreed to execute a Note in the amount of
b$40,000.00 and grant a Mortgage to Granada encumbering the
residential real property located at 3408 Hollywood Boulevard,
Sebring, Florida at 3.5% interest with a five (5) year balloon and
a 20-year amortization.
* Granada shall allow the tenants in units #1 and #5 (Boom
Booms, LLC and Exit Realty) to remain as tenants at 330 US Highway
27 North, Sebring, Florida at the same respective units that each
currently occupies under a five (5) year lease for each business,
respectively.
* As a condition of this Stipulation, GRANADA agrees to waive
any and all claims, including any personal liability claim, that it
may have, whether asserted or unasserted, against the Debtor's
principal, Steve Marabel.
-- Class Four (Bayview Loan Servicing, LLC n/k/a Community Loan
Servicing, LLC): Bayview Loan Servicing, LLC n/k/a Community Loan
Servicing, LLC's claim in the amount of $444,696.94 is secured by
the Commercial Property . By way of a Stipulation to Compromise
Controversy between Community, Granada and the Debtor, the claim of
Community shall be treated as follows:
* Granada will execute a new note and grant a new mortgage to
Community secured by the Commercial Property in the amount of
$250,000.00 as of January 1, 2021. Interest shall accrue at 2.5%,
amortized over 15 years with a 5-year balloon payment.
* The 2006 Promissory Note executed by the Debtor secured by
a Mortgage dated
January 27, 2006, Florida shall be satisfied in their entirety and
Community agrees to record a satisfaction of the Mortgage and
release and all claims and causes of action of any kind related to
the Note and Mortgage against the Debtor and Steve Marabel.
-- Class Five (General Unsecured Claims): The General Unsecured
claims include all other allowed claims of Unsecured Creditors of
the Debtor, subject to any Objections that are filed and sustained
by the Court. The general unsecured claims total the amount of
$8,342 and will be paid at the rate of $75 per month pro rata for
24 months. The payments will commence on the Effective Date of the
Plan.
-- Class Six (Equity Shareholders): There shall be no
distribution to the equity holder of the Debtor under the confirmed
Plan and no dividends to this class of claimant.
As with any Plan, an alternative would be a conversion of the
Chapter 11 case to a Chapter 7 case, and subsequent liquidation of
the Debtor's non-exempt assets by a duly appointed or elected
Trustee.
Attorneys for the Debtor:
Craig I. Kelley, Esquire
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, Florida 33401
Telephone: (561) 491-1200
Facsimile: (561) 684-3773
A copy of the First Amended Disclosure Statement is available at
https://bit.ly/3ssgUcx from PacerMonitor.com.
About Gnirbes Inc.
Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of between $100,001 and
$500,000.
Judge Mindy A. Mora oversees the Debtor's case. The Debtor is
represented by Kelley, Fulton & Kaplan, P.L.
GNIRBES INC: Unsecureds get $75/Month for 24 Months
---------------------------------------------------
Gnirbes, Inc., submitted a Plan and a Disclosure Statement.
Immediately after the filing of the case, Granada filed a series of
aggressive Motions, including a Motion to Dismiss and Motion for
Stay Relief, which required the Debtor to respond. The Debtor and
Granada attended a Judicial Settlement Conference that resulted in
a settlement being reached whereby the Debtor agreed to transfer
ownership of the "Commercial Property" to Granada, among other
concessions
After extended negotiation, Granada and Community resolved the
issues and a Stipulation to Compromise Controversy was approved by
this Court. By way of the Settlement. Granada agreed to execute a
new note and grant a new mortgage to Community secured by the
Commercial Property in the amount of $250,000. In addition,
Community agreed to extinguish the note and mortgage previously
executed by the Debtor and also grant a release to the Debtor's
principal, Steve Marabel.
The Plan treats claims as follows:
-- Class Three (Granada Capital, LLC): Granada Capital, LLC's
secured claim in the amount of $726,615.40 is secured by the real
and personal property of the Debtor. This claim will be satisfied
as more fully set forth in the Stipulation to Compromise
Controversy entered into between the Debtor and Granada after a
Judicial Settlement Conference. The key points of the Stipulations
are as follows:
* The Debtor agreed to sell the real and personal property
located at 330 US Highway 27 North a/k/a 332 & 334 US Highway 27
North Sebring, Florida by private sale to Granada, subject to the
first lien of Community.
* In addition to the foregoing, the Debtor agreed to execute
a Note in the amount of $40,000 and grant a Mortgage to Granada
encumbering the residential real property located at 3408 Hollywood
Boulevard, Sebring, Florida at 3.5% interest with a five (5) year
balloon and a 20-year amortization.
* As a condition of this Stipulation, GRANADA agrees to
waive any and all claims, including any personal liability claim,
that it may have, whether asserted or unasserted, against the
Debtor's principal, Steve Marabel.
-- Class Four (Bayview Loan Servicing, LLC n/k/a Community Loan
Servicing, LLC): Bayview Loan Servicing, LLC n/k/a Community Loan
Servicing, LLC's claim in the amount of $444,696.94 is secured by
the Commercial Property. The claim of Community shall be treated as
follows:
* Granada will execute a new note and grant a new mortgage
to Community secured by the Commercial Property in the amount of
$250,000.00 as of January 1, 2021. Interest shall accrue at 2.5%,
amortized over 15 years with a 5-year balloon payment.
* The 2006 Promissory Note executed by the Debtor secured by
a Mortgage dated January 27, 2006 shall be satisfied in their
entirety and Community agrees to record a satisfaction of the
Mortgage and release and all claims and causes of action of any
kind related to the Note and Mortgage against the Debtor and Steve
Marabel.
-- Class Five (General Unsecured Claims): The general unsecured
claims totaling the amount of $8,342 will be paid $75.00 per month
pro-rata for 24 months. The payments will commence on the Effective
Date of the Plan.
-- Class Six (Equity Shareholders): There shall be no
distribution to the equity holder of the Debtor under the confirmed
Plan and no dividends to this class of claimant.
The Debtor's primary source of income will be from the rental of
the real property located at 3408 Hollywood Boulevard, Sebring,
Florida. Steve Marabel will continue to manage the Debtor and
retain his equity ownership interest post-confirmation in the
reorganized Debtor.
Attorneys for the Debtor:
Craig I. Kelley, Esquire
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, Florida 33401
Telephone: (561) 491-1200
Facsimile: (561) 684-3773
A copy of the Disclosure Statement is available at
https://bit.ly/3rpxSXM from PacerMonitor.com.
About Gnirbes Inc.
Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of between $100,001 and $500,000.
Judge Mindy A. Mora oversees the Debtor's case. The Debtor is
represented by Kelley, Fulton & Kaplan, P.L.
GREENSILL CAPITAL: To Line Lead Bid for Finacity as Ch.11 Kicks Off
-------------------------------------------------------------------
Maria Chutchian of Reuters reports that the U.S. arm of British
fund Greensill Capital announced in New York bankruptcy court on
Friday, March 26, 2021, plans to line up a bid for its subsidiary,
Finacity Corporation, from Finacity's own CEO.
Greensill Capital Inc., represented by Togut Segal & Segal, filed
for Chapter 11 protection in Manhattan on Thursday, March 23, 2021,
shortly after the firm's U.K. and Australian entities filed for
insolvency proceedings in their respective jurisdictions. Kyle
Ortiz of Togut told U.S. Bankruptcy Judge Michael Wiles during a
virtual hearing on Friday, March 26, 2021, that the company plans
to file its proposed auction and sale procedures by last week of
March 2021.
About Greensill Capital
Greensill Capital is an independent financial services firm and
principal investor group. The Company offers structures trade
finance, working capital optimization, specialty financing and
contract monetization.
Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of
Grant Thornton were appointed as administrators of Greensill
Capital on March 9, 2021.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was
signed by Jill M. Frizzley, director. It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million. The case is handled by Honorable Judge Michael
E. Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.
GUARDION HEALTH: Incurs $8.6 Million Net Loss in 2020
-----------------------------------------------------
Guardion Health Sciences, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $8.57 million on $1.89 million of total revenue for the
year ended Dec. 31, 2020, compared to a net loss of $10.88 million
on $902,937 of total revenue for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $9.86 million in total assets,
$1.34 million in total liabilities, and $8.51 million in total
stockholders' equity.
Since its formation in 2009, the Company has devoted substantial
effort and capital resources to the development and
commercialization activities related to its product candidates.
At Dec. 31, 2020, the Company had cash on hand of $8,518,732 and
working capital of $8,021,152. Subsequent to Dec. 31, 2020, the
Company sold an aggregate of 7,566,734 shares of its common stock
for net proceeds of approximately $33,600,000 in two offerings, one
completed in January 2021, and one completed in February 2021. In
addition, in January and February 2021, the Company issued an
aggregate of 1,647,691 shares of common stock upon the exercise of
warrants and received cash proceeds of $3,608,509. Notwithstanding
the net loss for 2020, management believes that its current cash
balance, plus net proceeds from issuance of common stock and
exercise of warrants in January 2021 and February 2021, is
sufficient to fund operations for at least one year from the date
the Company's 2020 financial statements are issued.
The Company's financing has historically come primarily from the
issuance of convertible notes, promissory notes and from the sale
of common and preferred stock. The Company will continue to incur
significant expenses for continued commercialization activities
related to its medical foods, medical devices and its
nutraceuticals product line, and building its infrastructure.
Development and commercialization of medical foods, medical devices
and nutraceuticals involves a lengthy and complex process.
Additionally, the Company's long-term viability and growth may
depend upon the successful development and commercialization of new
complementary products or product lines.
The Company said it may continue to seek to raise additional debt
and/or equity capital to fund future operations and acquisitions as
necessary, but there can be no assurances that the Company will be
able to secure such additional financing in the amounts necessary
to fully fund its operating requirements on acceptable terms or at
all. Over time, if the Company is unable to access sufficient
capital resources on a timely basis, the Company may be forced to
reduce or discontinue its technology and product development
programs and curtail or cease operations.
Management's Comments
Bret Scholtes, Guardion's president and chief executive officer,
commented, "As it was for many companies, 2020 was a year of
transition and challenge on multiple fronts. I joined the Company
in January 2021 to lead the effort to build Guardion into a leading
clinical nutrition company with the objective that it become a top
performing growth company. As a start, our team has taken the
first three months of 2021 to begin to assess the business, the
core fundamentals, and the market opportunity for the Company's
products and services. I am excited by the prospects of the
business, evidenced, in part, by the increased revenue on a
year-over-year basis and the critical third-party validation of our
science that we received in 2020. We plan to continue such efforts
in future periods."
Mr. Scholtes continued, "We have much to do in the coming months
before we will be in a position to implement and accelerate our
growth initiatives. We are focused on building a strong foundation
by developing a business model and infrastructure that are designed
for long-term commercial success. We have started this process by
concentrating on certain key areas, including our business
strategy, go-to-market capabilities, scientific affairs and human
capital. We are also beginning the process of establishing our
nascent brands and identifying core customer bases where we can
accelerate our marketing efforts once our clinical support and
scientific evidence is in place."
Mr. Scholtes concluded, "This process will take time, but we have
already taken two important steps to build a stronger company. We
have raised sufficient capital to not only fund the process -- but
also to accelerate the process -- of building the Company through
organic growth and carefully considered strategic acquisitions.
Our recent at-the-market equity financings in 2021 generated gross
proceeds of $35,000,000 and the exercise of warrants in 2021
generated net proceeds of $3,608,509. In addition, our recent
reverse stock split enabled us to come into full compliance with
Nasdaq's continued listing rules regarding minimum bid stock price.
Over the long-term, the key to our success will be to create value
in well-differentiated and robust brands through strong clinically
proven claims that address consumer needs in growing markets, both
domestically and internationally. We are committed to bringing
compelling products to market under meaningful and differentiated
brands supported by strong science. We appreciate the patience and
support of our shareholders as we focus on the Company's evolution
during 2021."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1642375/000149315221006883/form10-k.htm
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion --
http://www.guardionhealth.com-- is a specialty health sciences
company that develops clinically supported nutrition, medical foods
and medical devices, with a focus in the ocular health marketplace.
Located in San Diego, California, the Company combines targeted
nutrition with innovative, evidence-based diagnostic technology.
HEO INC: Gets Cash Collateral Access Thru April 29
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, has authorized Heo, Inc. to use cash
collateral on an interim basis through April 29, 2021, the date of
the final hearing.
The Debtor requires the use of cash collateral to fund critical
operations and preserve the value of its assets.
The Debtor asserts that it is a borrower on loans from the U.S.
Small Business Administration and the Bank of Hope, which may
assert security interests in the Debtor's personal and real
property. The Debtor further asserts that as of the Petition Date,
the amount owed to the Lenders is approximately $926,478.80.
The revenue from the Property may constitute Cash Collateral as
that term is defined in 11 U.S.C. section 363.
The Debtor asserts that it generates substantially all of its
revenue from the operation of the Property.
As adequate protection for the Debtor's use of cash collateral, the
Lenders, to the extent they hold a valid lien, security interest,
or right of setoff as of the Petition Date under applicable law,
are granted a valid and properly perfected lien on all property
acquired by the Debtor after the Petition Date that is the same or
similar nature, kind, or character as each party's respective
prepetition collateral, except that no replacement lien will attach
to the proceeds of any avoidance actions under Chapter 5 of the
Bankruptcy Code. The Adequate Protection Liens will be deemed
automatically valid and perfected upon entry of the Order.
A copy of the Court's order is available for free at
https://bit.ly/3tWb0km from PacerMonitor.com.
About Heo, Inc.
Heo, Inc. owns and operates a commercial building located at 1356
Union Avenue Memphis, Tennessee. Heo, Inc. is wholly owned and
operated by Hyo S. Heo.
Heo, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N. D. Ga. Case No. 21-20173) on February 18, 2021. In
the petition signed by Hyo Sook Heo, authorized representative, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge James R. Sacca oversees the case.
Rountree Leitman & Klein, LLC represents the Debtor as counsel.
ICAN BENEFIT: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
--------------------------------------------------------------
iCan Benefit Group, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Agentis PLLC as their general restructuring and bankruptcy
counsel.
Agentis will render these legal services:
(a) advise the Debtors regarding their powers and duties in
the continued management of their business operations;
(b) advise the Debtors regarding their responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
(c) prepare legal papers;
(d) protect the interests of the Debtors and the estate in all
matters pending before the court; and
(e) represent the Debtors in negotiations with their creditors
in the preparation of a Chapter 11 plan.
The hourly rates of Agentis' counsel and staff range as follows:
Attorneys $300 - $625
Paralegals $130 - $230
Robert Paul Charbonneau, Esq., a shareholderof Agentis, 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:
Robert Paul Charbonneau, Esq.
Agentis PLLC
55 Alhambra Plaza, Suite 800
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: rpc@agentislaw.com
About iCan Benefit Group
iCan Benefit Group, LLC -- https://icanbenefit.com -- is a licensed
insurance agency offering a variety of benefit programs and
insurance products from a number of licensed insurance companies.
iCan Benefit Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed
the petitions. In its petition, iCan Benefit Group disclosed $10
million to $50 million in both assets and liabilities.
Judge Mindy A. Mora oversees the cases.
Agentis PLLC serves as the Debtors' legal counsel.
IMAGEWARE SYSTEMS: Jay Lewis to Quit as Chief Financial Officer
---------------------------------------------------------------
Jay B. Lewis provided notice to ImageWare Systems, Inc. of his
intention to resign as the chief financial officer of Company, to
be effective April 7, 2021.
Mr. Lewis's decision to resign was not the result of any dispute or
disagreements with the Company on any matter relating to its
operations, policies or practices, as disclosed in a Form 8-K filed
with the Securities and Exchange Commission.
About ImageWare Systems
Headquartered in San Diego, CA, ImageWare Systems, Inc. --
http://www.iwsinc.com-- is a developer of mobile and cloud-based
identity management solutions, providing two-factor, biometric and
multi-factor cloud-based authentication solutions for the
enterprise. The company delivers next-generation biometrics as an
interactive and scalable cloud-based solution. ImageWare brings
together cloud and mobile technology to offer two-factor,
biometric, and multi-factor authentication for smartphone users,
for the enterprise, and across industries. The Company's products
are used to manage and issue secure credentials, including national
IDs, passports, driver licenses and access control credentials.
ImageWare recorded a net loss available to common shareholders of
$17.25 million for the year ended Dec. 31, 2019, compared to a net
loss available to common shareholders of $16.46 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$9.38 million in total assets, $12.91 million in total liabilities,
$9.40 million in series C convertible redeemable preferred stock,
and a total shareholders' deficit of $12.92 million.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated May 15, 2020 citing that the Company does not generate
sufficient cash flows from operations to maintain operations and,
therefore, is dependent on additional financing to fund operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
INGERSOLL RAND: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Ingersoll Rand Inc. to
stable from negative. At the same time, S&P affirmed all ratings on
the company, including its 'BB+' issuer credit rating, and its
'BB+' rating on the company's first-lien, senior secured term loans
due 2027.
S&P said, "The stable outlook reflects our view that the company
will continue to successfully integrate the legacy Ingersoll Rand
industrial unit and Gardner Denver, as well as continue to improve
its operating performance from pandemic-related lows. On a pro
forma basis, Ingersoll Rand's revenues dropped 13% in 2020 relative
to 2019, however, S&P Global Ratings adjusted EBITDA was weighed
down heavily during the year as a result of costs associated with
the merger. For instance, the company recorded $98 million of
restructuring charges and a high level of acquisition-related
expenses and non-cash charges. As a result, S&P Global Ratings
adjusted debt to EBITDA was 3.9x as of Dec. 31, 2020, but we view
this figure as artificially high as it includes the one-time
expenses and does not include the full run rate of the merger. We
expect Ingersoll Rand to continue to reduce these expenses as the
integration continues and it benefits from planned synergies."
Ingersoll Rand recently increased its synergy target by $50 million
to $300 million. The company was able to deliver approximately $115
million of savings in 2020 and S&P expects an incremental $100
million of savings in 2021, representing over 70% of total
synergies achieved within two years of the transaction.
S&P said, "We believe these savings, coupled with stronger
operating performance and the decline of one-time expenses, will
result in S&P Global Ratings adjusted debt to EBITDA in the 2x-3x
range in 2021. We believe that inflationary pressures with respect
to commodity prices and logistics costs could present a headwind
during the year, but that the impact on Ingersoll Rand shouldn't be
outsized relative to other industrials we rate."
The sale of the High Pressure Solutions business will add
approximately $300 million of liquidity to on-balance sheet levels
that were already strong. Ingersoll Rand finished the year with
cash and cash equivalents of $1.75 billion and available revolving
credit of nearly $1 billion. It was able to generate strong free
operating cash flow in 2020 partially because of strong working
capital management. S&P views the sale of the High Pressure
Solutions business positively as it will add approximately $300
million to the balance sheet and it further reduces the company's
exposure to the cyclical upstream oil and gas market to less than
2% of total revenues. The sale represented a 24x multiple, albeit
on a very difficult year.
S&P said, "In our view, Ingersoll Rand will continue to pursue
bolt-on acquisition opportunities to supplement its organic growth.
On Feb. 1, 2021, the company completed its $184 million acquisition
of Tuthill Vacuum and Blower Systems with cash on hand. The
acquisition complements Ingersoll Rand's portfolio of air
compression technologies and sits within the Industrial
Technologies & Services segment. Given the company's meaningful
liquidity, we believe we could continue to see similar
acquisitions, especially as the broader macroeconomic environment
improves. However, we do not expect transformational acquisitions
while the company continues to integrate and digest the merger from
a year ago.
"The stable outlook reflects our expectation that the company will
continue to successfully merge the two businesses and improve
sequentially as the economy improves. We believe these factors,
combined with the full run rate of the merger in 2021, will help
reduce S&P Global Ratings adjusted leverage to the 2x-3x range over
the next 12 months."
S&P could lower the rating on Ingersoll Rand if the company
sustains leverage above 4x and it expects it to remain at that
level. This could happen if:
-- Material issues arise in the integration process.
-- Recent sequential improvement reverses, causing
weaker-than-expected operating performance.
-- The company adopts a more aggressive financial policy than S&P
currently anticipates, whether through share repurchases or
heightened acquisition activity.
An upgrade to investment grade is contingent on the company
continuing to successfully integrate the two companies and
maintaining S&P Global Ratings leverage within the 2x-3x range,
inclusive of future acquisitions and shareholder returns. S&P
believes maintaining this level of leverage over the longer term
would demonstrate the company's commitment to an investment-grade
rating.
INTERMEDIA HOLDINGS: S&P Places 'B' ICR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating and
issue-level ratings on U.S.-based cloud communications and
collaboration provider Intermedia Holdings Inc. on CreditWatch with
positive implications.
S&P said, "The CreditWatch placement reflects our expectation that
the proposed debt reduction and public shareholder base due to the
IPO could lead to leverage staying below 5x on a sustained basis,
which we consider in line with a higher rating. We intend to
resolve the CreditWatch placement within the next 90 days and upon
completion of the IPO."
The partial term loan repayment related to the IPO will lead to
closing leverage being below our upgrade threshold. The
CreditWatch placement follows the stated intention to repay about
$125 million of outstanding term loans using net IPO proceeds of
about $228 million. S&P said, "We expect this to lead to a leverage
reduction toward the 4x area, which is below our 5x threshold for a
higher rating. At the same time, we also expect the lower debt
balance to result in annual cash interest savings of $5 million-$8
million, benefiting the company's free operating cash flow
generation."
While Intermedia will remain controlled by a financial sponsor, its
post-IPO financial policy could become more conservative. S&P
said, "We expect Madison Dearborn Partners' funds to control about
80% of the company's common stock after the IPO (excluding the
underwriters' option to buy more shares). Hence, the private equity
firm will remain the controlling owner of the company and be able
to nominate all directors on the board, including the chairperson.
However, we also believe the introduction of a public shareholder
base should cause Intermedia's financial policy to be more
conservative than when it was a privately owned company."
S&P said, "The positive CreditWatch placement reflects our view
that the IPO will improve Intermedia's credit profile through the
prepayment of about $125 million of its outstanding debt. We
believe this would lead to a leverage reduction to the 4x area at
close from 7x currently, with the potential for further slight
deleveraging in 2021 depending on the extent of growth investments
made. We could raise the issuer credit rating after performing a
full assessment of Intermedia's pro forma credit profile including
its post-IPO financial policy and ownership, final capital
structure and long-term strategy. However, we will also consider
business risk characteristics such as the company's limited scale
relative to other rated software peers. We expect to resolve our
CreditWatch listing within the next 90 days and upon completion of
the IPO."
Based in Sunnyvale, Calif., Intermedia Holdings Inc. provides
cloud-based communications and collaboration and business
productivity software mainly to U.S.-based small and midsize
businesses (SMBs). These solutions include video, voice, chat,
contact center, email, productivity, file sharing, backup,
archiving and security. Intermedia delivers all of its IT-based
solutions on a unified platform with a common user interface.
Since February 2017, the company has been owned by private equity
sponsor, Madison Dearborn Partners.
INVESTVIEW INC: To Purchase SSA Technologies, MPower Trading
------------------------------------------------------------
Investview, Inc. entered into securities purchase agreements to
purchase 100% of the business or outstanding equity interests of
SSA Technologies LLC, an entity that owns and operates a
FINRA-registered broker-dealer, and MPower Trading Systems LLC, the
developer and owner of Prodigio, a proprietary software-based
trading platform with applications within the brokerage industry.
Pursuant to these agreements, Investview has agreed to acquire each
of the SSA and MPower businesses for the issuance of non-voting
membership interests in Investview wholly-owned subsidiaries that
are in the future redeemable for, respectively, 242,000,000 and
565,000,000 Investview common shares on a one-for-one basis. In
connection with the closing under the Agreement, the redeemable
membership interests being issued to the SSA and MPower equity
holders, as well as the resulting shares of Investview common stock
issued upon the exercise of such redemption rights, will be issued
as shares of restricted securities issued in reliance upon the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. Following closing, Investview
has agreed to file a registration statement with the Securities and
Exchange Commission registering the resale of the shares issuable
upon conversion of the membership interests.
These acquisitions are part of an overall strategy to expand the
scope of Investview's business to enable it to develop and operate
a U.S. and non-U.S. brokerage and financial technologies services
firm intended to deliver professional trading services catering
primarily to a diverse base of self-directed (DIY) and active
online brokerage investors, professional fund managers, buy-side
professionals, registered investment advisors and other
broker-dealers.
Each of SSA and MPower are controlled by persons who have an
interest in Investview; with Joseph Cammarata, Investview's chief
executive officer, being the majority owner of SSA Technologies,
and James Bell and David Rothrock, two Investview directors, being
the managers and majority owners of MPower. Following full
disclosure of their interest in the transactions, the transactions
were approved by the full Investview Board of Directors, including
unanimous support by its two independent directors. The purchase
price for each entity was determined through negotiations with the
Investview directors without a conflicting interest in the
transaction.
In addition to the usual and customary conditions, closing of the
transactions is subject to:
* Resolution of certain governance rights regarding minority
ownership of SSA Technologies;
* Completion of audited financial statements for both SSA and
MPower in accordance with applicable SEC regulations;
* FINRA approval of the change of ownership of the SSA registered
broker-dealer, LevelX Capital LLC;
* Extension of an existing lock-up agreement among certain of
Investview's shareholders.
It is contemplated that upon closing of the transactions, each of
the equity owners of the respective businesses to be acquired, will
enter into a Lock-Up Agreement with Investview that imposes
significant limitations upon the redemption of the exchangeable
membership interests and sale of the resulting Investview common
stock.
Commencing upon execution of the agreements and through the closing
of the transactions, Investview will provide certain transition
service arrangements to SSA and MPower. In connection with the
transactions, Investview entered into a Working Capital Promissory
Note with SSA under which SSA will advance up to $1,500,000 before
the end of 2021. The note will be due and payable by Jan. 31,
2022, will bear interest at the rate of 0.11% per annum, and will
be secured by the pledge of 12,000,000 shares of Investview's
common stock.
Additionally, in conjunction with the transactions covered by this
Report, the Amended and Restated Securities Purchase Agreement,
dated as of Nov. 9, 2020, between Investview and DBR Capital, LLC
(also an affiliate of Mr. Bell and Mr. Rothrock) was amended. The
DBR Purchase Agreement contemplated, among other things, the
potential issuance of convertible notes to DBR by Investview to
fund a newly formed broker-dealer entity. This provision was
superseded by the transactions described in this Report, and the
DBR Purchase Agreement was amended to reflect this change, as well
as to include payment of the Working Capital Promissory Note in the
allowed uses of the proceeds of the convertible notes issued
thereunder.
About Investview
Headquartered in Salt Lake City, Utah, Investview, Inc., is a
diversified financial technology organization that operates through
its subsidiaries, to provide financial products and services to
individuals, accredited investors and select financial
institutions.
Investview reported a net loss of $21.28 million for the year ended
March 31, 2020, compared to a net loss of $4.98 million for the
year ended March 31, 2019. As of Dec. 31, 2020, the Company had
$10.77 million in total assets, $23.79 million in total
liabilities, and a total stockholders' deficit of $13.02 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered losses
from operations and its current cash flow is not enough to meet
current needs. This raises substantial doubt about the Company's
ability to continue as a going concern.
IRM EXPRESS: Seeks Use of Cash Collateral
-----------------------------------------
IRM Express, LLC asks the U.S. Bankruptcy Court for the Northern
District of Ohio for authority to use cash collateral on an interim
basis and set adequate protection payments.
The Debtor requires immediate authority to use cash collateral to
fund its day-to-day operations and ultimately put forth a viable
plan. Specifically, the Debtor needs to pay for operating expenses
as provided in the budget in order to maintain and preserve its
assets and continue the operation of its business.
The parties with an interest in cash collateral are First Security
Bank of Nevada and Buckeye State Bank.
Prior to the commencement of the Chapter 11 case, the Debtor
guaranteed a loan entered into on October 14, 2014, between
Industrial Repair and Manufacturing, Inc., as borrower, and the
First Security Bank of Nevada, as lender, in the principal amount
of $2,780,000. The FSBN Loan is guaranteed by the U.S. Small
Business Administration.
The FSBN Loan matures on November 5, 2039. Presently, there is due
and owing on the FSBN Loan, more or less the sum of $2,468,816.77.
Under the FSBN Loan, Industrial Repair is required to pay to FSNB
the sum of $18,156.93 per month. At the commencement of the case,
the Industrial Repair was current under the FSBN Loan on the FSBN
Payment.
In addition to the Debtor and Industrial Repair, these entities are
also liable on the FSBN Loan: (1) ULD Logistics, LLC; (2) BSL
Transport Leasing, Inc.; (3) Waterville-Monclova Properties, LLC;
and (4) William and Peggy Toedter as FSBN Loan Guarantors. William
and Peggy Toedter, whether jointly or individually, have sole
ownership of each of the mentioned business entities, as well as
the Debtor.
All of the FSBN Loan Guarantors, with the exception of the
Toedters, have also sought or will also seek bankruptcy relief
under Chapter 11, Subchapter V, of the Bankruptcy Code.
At the commencement of the case, the Debtor believes the value of
personal property constituting cash collateral was:
Asset Value
----- -----
Cash (PPP Loan) $100,000.00
State Bank and Trust Checking 4879 $9,236.48
Huntington Checking Account $350.02
Account Receivables (Collectable) $95,559.30
------------
Total $205,148.80
The Debtor, however, is unable to locate any UCC-1 of record with
the Ohio Secretary of State regarding any interest FSBN may, under
the Loan, claim in the Debtor's property and property of the
estate.
In addition to the FSBN Loan, the Debtor is also indebted to
Buckeye State Bank. The indebtedness to BSB is based upon a loan
made to the Debtor on February 5, 2015, in the principal amount of
$4,600,000. The BSB Loan is guaranteed by the U.S. Department of
Agriculture.
The BSB Loan matures on February 5, 2027. Presently, there is due
and owing on the BSB Loan, more or less the sum of $3,001,306.
Under the BSB Loan, the Debtor is required to pay to BSB the sum of
$45,089.06 per month. Prior to the commencement of the case, the
BSB Loan was in default based upon the Debtor not having made its
contractually due monthly payment.
To secure its obligation under the BSB Loan, the Debtor, on
February 5, 2015, granted to BSB a security interest in
substantially all of its personal property including the Debtor's
accounts and other rights to payment which the Debtor believes may
constitute cash collateral within the meaning of 11 U.S.C. section
363(a). A financing statement, regarding the BSB's security
interest in the Debtor's personal property, was filed with the Ohio
Secretary of State on February 22, 2021, and is designated document
number OH00250177469. The Debtor believes this perfection of BSB's
interest is subject to avoidance by the Debtor under Chapter 5 of
the Bankruptcy Code.
The Debtor believes any and all interests claimed by BSB in the
Debtor's property, including cash collateral, are junior to that of
the interests claimed by FSBN in the property, including its cash
collateral.
As to FSBN, the Debtor proposes these adequate protection as and
for its use of FSBN's Cash Collateral:
(a) Industrial Repair, pursuant to its contractual obligation
under the loan documents with FSBN, will continue to make to FSBN
the FSBN Payment in the monthly amount of $18,156.93.
(b) Notwithstanding the provisions of 11 U.S.C. section
552(a), and in addition to any security interests preserved by
section 552(b), and to the extent the stay or the Debtor's use,
sale, or lease of FSBN's collateral results in a decrease in the
value of FSBN's interest in its Collateral, FSBN will be granted a
post-petition perfected security interest under section 361(2) to
the same extent and with the same priority as FSBN held on a
prepetition basis in the Debtor's property. The FSBN Replacement
Lien that the Debtor proposes to grant to FSBN will be deemed to be
perfected immediately upon the entry of the Court of an Interim
Order by the Court without the need for filing any further
documentation.
As to BSB, the Debtor proposes these adequate protection as for its
use of Cash Collateral:
(a) The Debtor will make no payments to BSB based on the fact
that any interest held by FSB in the Debtor's property, is second
in right to the interest held by FSBN in the Debtor's property,
including its cash collateral, and that based upon the amount
presently due on the FSBN Loan, and the value of the Debtor's
property, any interest claimed by BSB in the Debtor's property,
including its cash collateral, is not a secured claim for purposes
of 11 U.S.C. section 506(a). The secured claim of BSB is also
subject to avoidance.
(b) Notwithstanding the provisions of section 552(a), and in
addition to any security interests preserved by section 552(b), and
to the extent the stay or the Debtor's use, sale, or lease of BSB's
collateral results in a decrease in the value of BSB's interest in
its Collateral, BSB will be granted a post-petition perfected
security interest under section 361(2) to the same extent and with
the same priority as BSB held on a prepetition basis in the
Debtor's property. The BSB Replacement Lien that the Debtor
proposes to grant to BSB will be deemed to be perfected immediately
upon the entry of the Court of an Interim Order by the Court
without the need for filing any further documentation.
As to both FSBN and BSB, the Debtor proposes these adequate
protection as and for its use of Cash Collateral:
(a) Except with Court approval, and upon notice being provided
to FSBN and BSB, the Debtor will operate within the Budget, except
that the Debtor also requests that it be authorized: (i) to exceed
any line item on the Budget by an amount up to 15% of each such
line item; or (ii) to exceed any line item by more than 15% percent
so long as the total of all amounts in excess of all line items for
the Budget do not exceed 10% in the aggregate of the total Budget.
With respect to the Budget, the Debtor also asks, upon approval by
the Court, that it be allowed to pay reasonable professional fees,
and other necessary administrative fees, including those fees owed
to the office of the U.S. Trustee, as well as any further adequate
protection payments ordered by the Court and after notice and the
opportunity for hearing, any further expenses and/or costs allowed
pursuant to court order.
(b) The Debtor will maintain insurance on all its Property in
amount which is customarily appropriate for the nature of the
Property.
(c) The Debtor will pay appropriate taxes and account for all
cash use.
A copy of the motion is available for free at
https://bit.ly/3deHGin from PacerMonitor.com.
About IRM Express, LLC
IRM Express, LLC is a licensed and bonded shipping and freight
company and operates from Delta, Ohio. Its business operations are
primarily operating as a third-party logistics service which allows
companies to outsource all things associated with logistics
including warehousing, transportation and pick-pack. It also
employs a FAA Repair Station. It leases most of its vehicles from a
related company, BSL Transport Leasing, Inc.
IRM Express sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30506 on March 26,
2021. In the petition signed by William Toedter, managing member,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Eric R. Neuman, Esq., at Diller and Rice, LLC is the Debtor's
counsel.
KAISER AND ASSOCIATES: Gets Cash Collateral Access on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, has authorized Kaiser and Associates,
DDS, P.A. to use cash collateral on a final basis in accordance
with the April 2021 budget, with a 10% variance.
The Court acknowledges that the Debtor requires access to cash
collateral generated by its operations in order to allow it to
remain in business.
On June 13, 2016, the Debtor and BB&T were parties to a Promissory
Note and Security Agreement in the amount of $800,000. The
Promissory Note appears to be secured by the Debtor's personal
property, as set forth in the Security Agreement and UCC-1 filed on
behalf of BB&T on June 13, 2016 bearing file number 201690059975F.
Further, on January 3, 2019, BB&T filed a UCC-1 against the Debtor
bearing file number 20190000885E. Finally, on March 1, 2019, BB&T
filed a UCC-1 against the Debtor bearing file number 20190020836B.
BB&T subsequently assigned its interest in the Promissory Note,
including the one on the Debtor's real property, and the secured
creditor is now Yellow Breeches Capital, LLC.
The Debtor granted to the Creditor a security interest in all of
the Debtor's present and future accounts, chattel paper, deposit
accounts, personal property, assets and fixtures, general
intangibles, instruments, equipment, inventory wherever located,
and proceeds now or hereafter owned or acquired by the Debtor.
The Debtor acknowledges and does not dispute validity, priority,
and enforceability of the liens asserted by the Creditor or the
amounts due to Creditor under promissory notes and agreements. The
Debtor's accounts generated from operations constitute cash
collateral of the Creditor within the meaning of section 363 of the
Bankruptcy Code.
The Debtor is authorized to use cash collateral for its
post-petition, necessary operating expenses, consistent with the
April budget. The Debtor must receive written authorization from
the Creditor for expenditures in excess of the budgeted amounts,
except that the Debtor is authorized to exceed an individual line
item by a maximum of 10% without prior approval. The budget
contains a $2,000 payment for Chapter 11 Administrative Fees.
As adequate protection, the Creditor is granted a continuing
post-petition lien and security interest in all property and
categories of property of the Debtor in which and of the same
priority as said creditor held a similar, unavoidable lien as of
the Petition Date, and the proceeds thereof, whether acquired
pre-petition or post-petition, equivalent to a lien granted under
sections 364(c)(2) and (3) of the Bankruptcy Code.
The post-petition liens will survive the term of the Order to the
extent the pre-petition liens were valid, perfected, enforceable,
and non-avoidable as of the Petition Date.
As further adequate protection, the Debtor will commence monthly
adequate protection payments to the Creditor in the amount of
$2,500, to be paid no later than the 15th day of each subsequent
month, so long as the Order is in effect.
The Debtor is also directed to deposit all cash, checks, and other
cash items received from the operation of the business encumbered
by liens in favor of the Creditor into its Debtor-in-Possession
Operating bank account and provide the Creditor with reasonable
access to the Debtor's financial records and statements as it may
reasonably request from time-to-time.
These events constitute Events of Default:
a. The Debtor fails to comply with any of the terms or
conditions of the Order;
b. The Debtor fails to maintain insurance;
c. The Debtor uses cash collateral other than as agreed in the
Order; or
d. Appointment of a trustee or examiner in the proceeding, or
the conversion of the case to a proceeding under Chapter 7 of the
Bankruptcy Code.
The Debtor is prohibited from disposing any asset out of the
ordinary course of its business without approval of the Court and
the advance written consent of the Creditor.
In the event that the interests of the Creditor in its cash
collateral are not adequately protected by the terms of the Order,
the Creditor is entitled to, among seeking any other relief, an
administrative expense claim pursuant to section 507(b) in the case
and any ensuing Chapter 7 case, which will be superior to any and
all other costs and expenses of the kind specified in and pursuant
to sections 507(a)(1), 506(c), and 726(b).
A copy of the order and the Debtor's budget for April is available
for free at https://bit.ly/2Pypyb0 from PacerMonitor.com. The
Debtor projects a gross profit of $35,000, according to the
budget.
About Kaiser and Associates
Kaiser and Associates, DDS, P.A. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
21-00072) on Dec. 16, 2020, listing under $1 million in both assets
and liabilities.
Judge David M. Warren oversees the case.
William H. Kroll, Esq. at Everett Gaskins Hancock LLP, is the
Debtor's legal counsel.
John G. Rhyne is the Chapter 11 trustee appointed in the Debtor's
case. The trustee is assisted by his own firm, John G. Rhyne,
Attorney at Law.
Yellow Breeches Capital, LLC, as creditor, is represented by Louis
Spencer, Esq., at Alexander Ricks PLLC.
KIDS WONDERLAND: Wins Cash Collateral Access Thru March 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Kids Wonderland Academy, LLC to use cash collateral on
an interim basis through March 31, 2021.
The Debtor is authorized to use cash collateral to pay for expenses
set forth in the budget filed on February 12, 2021, for March 2021,
excluding legal fees. The actual expenses will not exceed the total
budgeted expenses by more than 10% in the aggregate.
As adequate protection for any diminution in its interest due to
the use of Cash Collateral, the Small Business Administration is
granted replacement liens in postpetition assets of the same kind,
type, and nature as the prepetition collateral of the SBA and any
proceeds thereof. The liens will have the same priority as the
prepetition liens of the SBA and will be deemed valid, enforceable
and perfected only to the extent that the prepetition liens of SBA
are valid, enforceable and perfected. Nothing in the Order
constitutes a determination of the validity, enforceability,
perfection or priority of any liens.
A continued non-evidentiary hearing on the matter by video is
scheduled for March 31 at 2:30 p.m.
About Kids Wonderland Academy
Kids Wonderland Academy, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
20-12182) on Nov. 4, 2020, listing under $1 million in both assets
and liabilities.
Judge Janet E. Bostwick oversees the case.
The Law Office of Vladimir von Timroth serves as the Debtor's legal
counsel.
KUAKINI HEALTH: S&P Lowers 2002A Revenue Bond Rating to 'CCC'
-------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the Hawaii State
Department of Budget & Finance's series 2002A revenue bonds to
'CCC' from 'B-'. The bonds were issued for the Kuakini Health
System (Kuakini). The outlook is negative.
Pledged revenues of the obligated group, which includes Kuakini
Health System, Kuakini Medical Center, Kuakini Geriatric Care, and
Kuakini Support Services, secure the bonds. Kuakini Foundation,
which is outside the obligated group but fully controlled by the
parent, guarantees obligations of the obligated group, including
the series 2002A bonds. S&P considers the obligated group core to
the group credit profile as it encompasses nearly all operating
revenue, though just 33% of underlying unrestricted reserves as of
June 30, 2020 given most investments are held at the foundation.
"The lower rating reflects Kuakini's rapid earnings and cash
deterioration this past year, with unrestricted reserves falling to
$9.9 million as of Dec. 31, 2020, or just 23 days' cash on hand,
from $23.3 million as of June 30, 2020," said S&P Global Ratings
credit analyst Patrick Zagar. S&P saidm "In addition, we believe
the rating action is also driven by our view of increased
governance risks under our assessment of environmental, social, and
governance (ESG) factors due to leadership's inability to achieve
sustainable operations in recent years and effectively adjust the
organization's strategy such that operating earnings sufficiently
cover debt service and support the hospital's mission and
longer-term viability. Management has consistently expressed its
desire to remain independent despite broad sector pressures
continuing to foster a precarious financial situation at the
hospital, with a recent reliance on donations and foundation
transfers to subsidize clinical operations. Finally, we note that
interim fiscal 2021 losses through Dec. 31, 2020, are technically
ahead of budget, despite contributing to immense balance sheet
weakening and negative cash flow. We believe this is indictive of
weaker operational effectiveness and a factor supporting the
downgrade and our view of heightened governance risk."
LAKE CHARLES: Seeks Approval to Hire Special Counsel
----------------------------------------------------
Lake Charles Center, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ H. Kent
Aguillard, Esq., an attorney practicing in Eunice, La., as its
special counsel.
The Debtor needs the assistance of a special counsel to provide
advice regarding motions, contested matters, adversary proceedings,
the preparation and filing of schedules, attendance at the Section
341 meeting of creditors, appeals of any orders or judgments of the
bankruptcy court, initial debtor interview, monthly operating
reports, case management, or any other matters in this Chapter 11
case.
The attorney will receive a fixed, earned fee of $50,000 for his
services.
Mr. Aguillard, Esq., disclosed in a court filing that he has no
connection with the Debtor, its creditors or any other party in
interest.
The attorney can be reached at:
H. Kent Aguillard, Esq.
141 S. 6th Street
Eunice, LA 70535
Telephone: (337) 457-9331
Facsimile: (337) 457-2917
Email: kent@aguillardlaw.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 Mar. 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.
The Debtor tapped J. David Andress, Esq., at Andress Law Firm, LLC
as legal counsel and H. Kent Aguillard, Esq., as special counsel.
LATAM AIRLINES: Stockholder Wants Official Committee
----------------------------------------------------
Ezra Fieser and Jeremy Hill of Bloomberg News report that a Latam
Airlines stockholder are seeking a bigger voice for stockholders in
the Chapter 11 case.
Latam Airlines Group SA investors think the air carrier's stock is
worth something, even as it goes through bankruptcy. A stockholder
has asked the airline's Chapter 11 bankruptcy judge to form an
official committee that could negotiate on behalf of small
shareholders. His aim is to preserve the value of common stock,
which is often, but not always, wiped out when a company
reorganizes in the U.S.
About LATAM Airlines Group SA
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise.
LATAM Airlines Group S.A. is the largest passenger airline in South
America. Before the onset of the COVID-19 pandemic, LATAM offered
passenger transport services to 145 different destinations in 26
countries, including domestic flights in Argentina, Brazil, Chile,
Colombia, Ecuador and Peru, and international services within Latin
America as well as to Europe, the United States, the Caribbean,
Oceania, Asia and Africa.
LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25,
2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United
States are part of the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general
bankruptcy counsel; FTI Consulting as restructuring advisor; and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. Lee Brock Camargo Advogados, is the Debtors' local
Brazilian litigation counsel to the Debtors. Prime Clerk LLC is the
claims agent.
The Official Committee of Unsecured Creditors formed in the case
tapped Dechert LLP as its lead counsel, UBS Securities LLC, as
investment banker, and Conway MacKenzie, LLC. Klestadt Winters
Jureller Southard & Stevens, LLP is the conflicts counsel. Ferro
Castro Neves Daltro & Gomide Advogados, is the Committee's
Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
LEE DILL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lee Dill Inc.
DBA Tiger Manufacturing
2631 FM 3034
Abilene, TX 79601
Business Description: Lee Dill Inc. --
https://www.tigermfgco.com --
is a full Department of Transportation
facility, specializing in the manufacture of
steel and aluminum tanks, trailers and
equipment. In addition to its manufacturing
side, the Company also provides parts,
repair and service on all tanks and
trailers.
Chapter 11 Petition Date: March 26, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 21-10041
Debtor's Counsel: Weldon L. Moore, III, Esq.
SUSSMAN & MOORE, LLP
2911 Turtle Creek Blvd.
Ste. 1100
Dallas, TX 75219
Tel: 214-378-8270
Fax: 214-378-8290
E-mail: wmoore@csmlaw.net
Total Assets: $1,883,017
Total Liabilities: $7,477,732
The petition was signed by Lee Dill, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PZ5TEEA/Lee_Dill_Inc__txnbke-21-10041__0001.0.pdf?mcid=tGE4TAMA
LET'S GO: Seeks to Hire Apex Juris PLLC as Special Counsel
----------------------------------------------------------
Let's Go Aero, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Apex Juris, PLLC as special
counsel.
The Debtor needs the assistance of a special counsel in connection
with the prosecution of its intellectual property rights.
The hourly rates of Apex Juris' counsel and staff are as follows:
Tracy M. Heims, Esq. $485
Other Attorneys $395 - $485
Paralegals and Law Clerks $95 - $150
Tracy Heims, Esq., an attorney at Apex Juris, disclosed in a court
filing that the firm has no connection with the Debtor, its
creditors or any other party in interest.
The firm can be reached through:
Tracy M. Heims, Esq.
Apex Juris, PLLC
12733 Lake City Way North East #101
Seattle, WA 98125
Telephone: (206) 664-031
Email: office@apexjuris.com
About Let's Go Aero
Let's Go Aero, Inc. is a Colorado outdoor lifestyle products
company for gear transport, storage and recreation. It offers
cargo carriers, trailers, camping trailers, bicycle carriers,
silent towing, shelters and accessories. Visit
https://letsgoaero.com for more information.
Let's Go Aero filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-17582) on
Nov. 23, 2020. Let's Go Aero President Marty L. Williams signed
the petition. In the petition, the Debtor disclosed total assets
of $1,865,072 and total liabilities of $4,458,199.
Judge Michael E. Romero oversees the case.
The Debtor tapped Wadsworth Garber Warner Conrardy, PC as legal
counsel and Apex Juris, PLLC as special counsel.
LINEAR MOLD: Seeks Cash Collateral Access
-----------------------------------------
Linear Mold & Engineering, LLC asks the U.S. Bankruptcy Court for
the Eastern District of Michigan, Southern Division, for authority
to, among other things, use cash collateral.
The Debtor proposes to use Cash Collateral for the payment of
post-petition employee wages and salaries, payroll taxes, supplies
and other post-petition general operating and working capital
purposes, including amounts paid for such purposes which may
constitute administrative expense claims under the Bankruptcy Code
directly attributable to the operation of the Debtor's business
post-petition as authorized by final Court order.
Prior to the onset of the COVID-19 pandemic, the Debtor has been
losing money due to the excessive tooling debt and was maintaining
operations through the infusion of capital by John Tenbusch, the
Debtor's majority member. In September 2019, Level One Bank offset
a Charles Schwab cash collateral account pledged by Tenbusch in the
amount of $2,189,951.78 in order to reduce Mold & Engineering's
debt load.
At the time of the offset, the Debtor auctioned unneeded equipment
to sustain the continuing molding operations. The proceeds were
used to further reduce the Bank debt.
Continuing losses have been driven chiefly by a change in the
structure of the auto industry and shifting demands for the
services offered by the Debtor. Historical profit prior to the
period of ownership by Moog were largely driven by customers in the
aerospace industry, metal 3D printing and tooling customers. With
the loss of the aerospace customer base to Moog and loss
attributable to the tooling business, the Debtor has shifted its
focus to metal 3D printing and plastic 3D printing services for the
auto industry. This has helped supplement the loss of the tooling
revenue but, has not generated sufficient cash flow to service the
debt associated with the shutdown of the tooling business.
In addition, the Debtor has recently been faced with costly
litigation in the U.S. District Court for the Northern District of
Illinois and in the state courts in Michigan. The litigation has
had a drain on the Debtor's personnel and financial resources.
By early 2020, after having successfully shed the tooling business,
the Debtor was trending toward a positive cash flow -- this despite
continuing to carry the tooling debt. Unfortunately, COVID-19 hit
the auto industry heavy in March 2020, wiping out the positive
gains made by the Debtor in late 2019 and 2020.
The shutdown due to COVID-19 pursuant to Governor Whitmer's
Executive Orders, had a significant negative impact on the Debtor's
operations and revenue. Orders and customer requirements deceased
substantially at the outset of the shutdown due to reduced
production and workflows. The Debtor's revenue dropped by
approximately 40% compared to 2019 revenue reduced by the revenue
generated by the tooling operations.
On April 15, 2020, the Debtor received a loan under the Small
Business Administration's Paycheck Protection Program in the amount
of $554,100, which has been forgiven in full.
In addition, the Debtor submitted a request directly to the SBA for
an Economic Injury and Disaster Loan. On August 31, 2020, the SBA
issued a secured disaster loan to the Debtor in the amount of
$150,000 with an annual interest at the rate 3.75%. Monthly
payments in the amount of $731.00 on the EIDL Loan are scheduled to
begin in August 2021. The SBA has recorded a blanket UCC Financing
Statement with respect to the EIDL Loan.
The Debtor applied for and received a second PPP loan in the amount
of $554,133.00 through Level One. The funds were disbursed on
February 2, 2021. The Debtor intends to seek forgiveness of the
entire loan amount. It is anticipated that the entire PPP loan will
be forgiven.
Since the resumption of production in the auto industry and the
lifting of the shutdown orders, the Debtor has experienced a
recovery in its revenue. Assuming no additional shutdowns or
production stoppages, it is anticipated the Debtor's revenue will
return to 2019 level, less the revenue generated by tooling
operation, by mid-2021.
On July 17, 2017, the Debtor executed a Promissory Note (Line of
Credit-Prime), a Loan Agreement and two Security Agreements with
respect specific equipment and all assets, in the principal amount
of $2.5 million in favor of Level One Bank. On November 1, 2018,
the Debtor executed an Allonge to the Promissory Note reducing the
face amount of the Linear Note from $2.5 million to $2 million. In
support of the Mold & Engineering Note, the John Tenbusch Revocable
Trust, Young and Tenbusch executed a Continuing Guaranty.
The approximate outstanding balance due on the Level One Bank Debt
as of the Petition Date is $957,945.02, including principal and
interest.
On October 11, 2019, Linear Acquisition, Mold & Engineering, the
John Tenbusch Revocable Trust, Young and Tenbusch entered into a
Loan Affirmation and Restructure Agreement with the Bank in
connection with the Level One Bank Debt. On April 2, 2020, an
Amendment to Loan Affirmation and Restructure Agreement was
executed. The Forbearance Period under the Amended Forbearance
Agreement expires on April 1, 2021.
As of the Petition Date, the Debtor's assets were chiefly made up
of earned accounts receivable, equipment and vehicles used in the
operations of the Debtor's business, and executory contracts and
going concern value.
The Debtor has been in contact with counsel for the Bank regarding
the use of Cash Collateral. The Debtor and the Bank have negotiated
for the consensual use of Cash Collateral.
As adequate protection, the Debtor proposes to make monthly
payments to the Bank in the amount of $13,600 on April 25, 2021,
and continuing on the 25th day of each consecutive month until the
effective date of a confirmed of a plan of reorganization or
conversion or dismissal of the case. In addition, the Debtor will
grant the Bank replacement liens in the Debtor's post-petition
assets, effective as of the Petition Date.
The Bank will retain its first priority lien and the payment
priorities, subject and subordinate to a carveout, which will be
comprised of: (i) all approved and unpaid fees to be paid to the
Subchapter Trustee and (ii) the Debtor's unpaid professional fees
directly associated with services provided to Debtor in the
bankruptcy case, which have, (a) been incurred post-petition,
accrued postpetition and invoiced post-petition, and (b) remain
unpaid upon confirmation of a Chapter 11 Plan or a conversion of
the Chapter 11 Case up to the aggregate amount of $75,000.
The Debtor is proposing to provide the SBA whose lien was fixed on
the Petition Date, adequate protection payments as outlined in the
EIDL Loan scheduled to begin August 2021. The SBA will be granted a
post-petition continuing lien in the post-petition assets in the
same priority and to the same extent as such existed on the
Petition Date.
In 2015, Moog Inc., a New York corporation and worldwide designer,
manufacturer and integrator of precision control components and
systems, acquired 70% of the stock of Mold, Inc., with the
objective of integrating into Mold, Inc.'s customer relationships,
specifically its aerospace customer base. Tenbusch negotiated the
sale of the remaining 30% of the Mold, Inc. stock and settled with
Moog in January 2017. After Moog's acquisition of the Mold, Inc.
stock, Tenbusch served as a vice-president and director of Moog and
facilitated its integration into the Mold, Inc. customers. After a
short period with Moog, Tenbusch resigned to pursue other
opportunities.
After two years of operation, Moog determined that it would
transition the aerospace customers into Moog and divest itself of
the Mold, Inc. operations. In June 2017, Tenbusch organized Linear
Acquisition, LLC with the intent of re-purchasing the Mold, Inc.
stock from Moog. After the re-purchase of the Mold, Inc., stock by
Acquisition, Mold, Inc., was merged into Mold & Engineering.
Acquisition is the sole member of Mold & Engineering. On September
1, 2018, Mold & Engineering entered into a five-year lease for the
property located at 12163 Globe Street, Livonia, Michigan.
However, in order to effectively grow the molding operations, the
Globe Street Property needed to supplement its power supply.
Unfortunately, over the course of nine months Mold & Engineering
was unable to adequately increase the power supply at the Globe
Street Property and determined that the molding operations needed
to be moved to a new location with sufficient power resources.
Consequently, Mold & Engineering entered into a lease for the
property located at 400 Parkland Drive, Charlotte, Michigan. The
molding operations were permanently relocated to Charlotte.
By June 2019, it was clear that revenue from the tooling operations
had fallen sharply and would not recover in a reasonable timeframe.
The tooling operations were no longer profitable and were draining
resources from other profitable operations. Therefore, a decision
was made to shut down the tooling operations and to focus on the
plastics, injection molding and additive business. This left Mold
& Engineering with substantial debt associated with the tooling
business and no active tooling operations or ability to generate
revenue associated with the tolling industry to satisfy that debt.
In 2017, at the time Acquisition acquired the stock of Mold, Inc.,
from Moog, the company had approximately 91 employees. Mold &
Engineering immediately began trimming the employee base to only
those employees needed for continued operations.
The management team is made up of Tenbusch and Louis Young. The
corporate offices are located in the Globe Street Property.
Tenbusch is the Chief Executive Officer and the 96.5% member of
Acquisition. Tenbusch has a background in design engineering for
tooling and am involved in all aspects of operations, sales and
production.
Young, an industrial engineer, joined Mold, Inc., in 2003 when it
was originally established. He stayed with the company throughout
the time it was under the ownership of Moog. Young has remained
with the Company as its President. He holds a 3.5% interest in
Acquisition.
The Debtor requests the Court to set a date for the Final Hearing.
A copy of the motion is available at https://bit.ly/3lWbFzn from
PacerMonitor.com.
About Linear Mold & Engineering, LLC
Linear Mold & Engineering, LLC was incorporated on May 23, 2003, as
a full-service plastics mold tooling and production service
provider. John Tenbusch was the sole shareholder and Mold, Inc.
started as a two-man operation with limited customers.
Linear Mold sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-42617) on March 26,
2021. In the petition signed by John Tenbusch, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Lynn M. Brimer, Esq., at Strobl Sharp PLLC is the Debtor's counsel.
LS MOTORCARS: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
LS Motorcars, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Texas, Sherman Division, for authority to use cash
collateral on an emergency basis.
The Debtor is in immediate need to use the cash collateral to
maintain operations of the business. The Debtor seeks interim use
of cash collateral in accordance with the proposed budget.
Good Floor Loans, LLC, Next Gear Capital and the Small Business
Administration assert a lien claims in among other things the
inventory of the Debtor. This Collateral may constitute the cash
collateral of Good, Next and the SBA as that term is defined in the
Bankruptcy Code.
An emergency exists in that the entire chance of the Debtor's
reorganizing depends on the Debtor's ability to immediately obtain
use the alleged Collateral of Good, Next and the SBA to continue
operations of the company while effectuating a plan of
reorganization.
The Debtor is willing to provide Good, Next and the SBA with
replacement liens pursuant to 11U.S.C. section 552 co-existent with
their current lien priority.
A copy of the motion is available for free at
https://bit.ly/3w6WAQb from PacerMonitor.com
About LS Motorcars, LLC
LS Motorcars, LLC's business consists of the ownership and
operation of a automobile sales lot. LS Motorcars sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case
No. 21-40441) on March 26, 2021. In the petition signed by Robert
Morales, manager, the Debtor disclosed up to $50,000 in assets and
up to $10 million in liabilities.
Eric A. Liepins, Esq., represents the Debtor as counsel.
MAIN STREET INVESTMENTS: Seeks Approval to Hire Legal Counsel
-------------------------------------------------------------
Main Street Investments III, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Corey B.
Beck, Esq., an attorney practicing in Las Vegas, to handle its
Chapter 11 case.
Mr. Beck will render these legal services:
(a) institute, prosecute or defend any lawsuits, adversary
proceedings or contested matters arising out of the Debtor's
Chapter 11 case;
(b) assist in obtaining court approval for recovery and
liquidation of estate assets;
(c) assist in determining the priorities and status of claims
and in filing objections thereto where necessary;
(d) if applicable, assist in the preparation of a disclosure
statement and Chapter 11 plan; and
(e) perform all other legal services which may be necessary to
administer the case.
Mr. Beck, his paralegal and law clerk will be billed at hourly
rates of not exceeding $350, $125, and $35, respectively.
In addition, the attorney will seek reimbursement for expenses
incurred.
Mr. Beck 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:
Corey B. Beck, Esq.
Law Office of Corey B. Beck, P.C.
425 South Sixth Street
Las Vegas, NV 89101
Telephone: (702) 678-1999
Facsimile: (702) 678-6788
Email: becksbk@yahoo.com
About Main Street Investments III
Main Street Investments III, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10841) on Feb.
22, 2021. At the time of the filing, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities. Judge
Natalie M. Cox oversees the case. Corey B. Beck, Esq., serves as
the Debtor's legal counsel.
MARAVAI TOPCO: S&P Upgrades ICR to 'B' on Improving Performance
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Maravai Topco
Holdings LLC to 'B' from 'B-' and its issue-level rating on its
first-lien senior secured debt to 'B' from 'B-'. S&P's '3' recovery
rating on the first-lien debt remains unchanged, indicating its
expectation for meaningful recovery in a hypothetical default
scenario.
S&P said, "The positive outlook on Maravai reflects the potential
that we will upgrade the company in the next 12 months if we become
increasingly confident it will sustain its improved operating
performance beyond 2021 and maintain leverage of firmly below 5x
while pursuing acquisitions.
The company's CleanCap sales have benefited from the COVID-19
vaccine development programs, which almost doubled its revenue and
improved its adjusted leverage to about 4x in 2020. This contrasts
with its leverage of about 8x in 2018 and 2019. The application of
CleanCap in the research and development (R&D) of mRNA vaccines
leads to greater efficiency and lower cost compared with existing
methods. CleanCap has been used by over 110 customers as a
stand-alone reagent and has been incorporated into development
programs that target immunization against COVID-19. Because of the
elevated demand amid the pandemic, the company reported a 98%
increase in its revenue in 2020 and we expect it to double its
revenue to about $600 million in 2021. Maravai's adjusted EBITDA
also expanded significantly to about $145 million in 2020 and we
forecast it will expand further to at least $300 million in 2021.
S&P believes the nucleic acid production facility that it built in
San Diego in 2019 will provide it with sufficient capacity to meet
its demand.
S&P said, "While we expect Maravai to pursue moderate-size
acquisitions, we project it will maintain leverage of less than 5x
as its continued significant EBITDA growth leads to strong cash
flow generation of at least $50 million in 2021, providing it with
ample debt capacity. The company's revenue and EBITDA expansion
significantly reduced its adjusted leverage to about 4x in 2020
from just under 8x in 2019. Although we believe that the additional
EBITDA expansion we project in 2021 will further reduce its
leverage, financial-sponsor GTCR continues to control the majority
of the company's voting power (about 70%). We believe its financial
sponsor will prioritize acquisitions over additional leverage
reduction, which will likely lead Maravai to sustain leverage in
the 4x-5x range. In addition, given the uncertainty around the
sustainability of its COVID-19 related demand beyond 2021 and its
lack of a publicly stated leverage target, we see some risk that
the company's leverage will rise above 5x if it pursues a sizeable
transaction or its CleanCap sales dramatically decrease when the
pandemic subsides.
"Although mRNA technology is still new and the company's
pandemic-driven demand may eventually taper off, we believe
Maravai's product portfolio is well-positioned to continue to
support double-digit percent growth in its non-COVID-19 related
businesses catering to the cell and gene therapy, vaccine, and
biologics markets. We believe Maravai is positioned for high
growth in its non-COVID-19 related products because it supplies a
wide variety of reagents to rapidly growing markets in the cell and
gene therapy, vaccines, and biologic drug manufacturing
subsegments." The company also commercially launched plasmid
products in the first quarter of 2021 and offers new biologic
safety testing kits, which will provide additional organic growth
opportunities.
The company's narrow focus in a few highly competitive and
fragmented niches in the life sciences industry remains a key risk.
Despite Maravai's rapid revenue expansion, it continues to have
only a niche position in the estimated $4 billion reagents end
market. In addition, it competes against significantly larger and
well-capitalized players, such as Thermo Fisher Scientific Inc.,
Danaher Corp., and Charles River Laboratories Inc. Thermo Fisher
Scientific is the largest oligonucleotide manufacturer in the U.S.
Integrated DNA Technologies, which Danaher acquired in April 2018,
is also a major player. Furthermore, some of Maravai's largest
customers also serve as its distributors or compete with it in
certain product categories. While the company has maintained
long-term relationships with many of these customers, S&P does not
believe there would be significant barriers if they chose to
in-source the manufacture of these products.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The positive outlook reflects the potential that we will
upgrade Maravai in the next 12 months if we become more confident
that its improved operating performance is sustainable beyond 2021,
enabling it to maintain leverage of firmly below 5x.
"We could consider upgrading Maravai if we become more confident
that its improved operating performance is sustainable beyond 2021
and will allow it to maintain leverage of firmly below 5x while
pursuing acquisitions.
"We could revise our outlook on Maravai to stable if its
performance deteriorates or the company completes a large
debt-funded acquisition that causes it to sustain adjusted leverage
of more than 5x."
MARSHALL MEDICAL: Fitch Affirms 'BB+' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Marshall Medical Center's (MMC) Issuer
Default Rating (IDR) at 'BB+'.
The Rating Outlook is Stable.
SECURITY
Bond security is not applicable since MMC's only rating is the
IDR.
ANALYTICAL CONCLUSION
The 'BB+' IDR reflects MMC's still weak, albeit improving,
financial profile assessment. Its cash to adjusted debt metric
declined over the past year as a result of debt issued in April
2020.
A portion of the bond proceeds last year reimbursed MMC for capex,
and the receipt of CARES Act and provider fee funds in fiscal 2020
bolstered MMC's liquidity position; however, Fitch still views
MMC's cash to adjusted debt metric as consistent with Fitch's 'BB'
category expectations. The rating continues to reflect MMC's
leading market position as the sole provider in its primary service
area (PSA) and leading market share presence. Additionally, MMC
benefits from the California's Hospital Quality Assurance Fee
(HQAF) program given its demographics and rural designation, which
Fitch expects will continue.
The outbreak of coronavirus created an uncertain and generally
challenging environment for the entire healthcare sector. While
Fitch expects not-for-profit healthcare sector to continue to face
uncertainty and considerable pressure in the coming months, with
the continued rollout of coronavirus vaccines, the long-term
outlook for the sector should stabilize.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Leading Market Share and Adequate Payor Mix
MMC's revenue defensibility is midrange reflecting its position as
the sole health care provider in a rural and economically healthy
community with limited competition for acute care services. The
hospital holds an inpatient market share lead of 46%. Exposure to
Medicaid and self-pay patients was 21% of gross revenues in fiscal
2020, which remained stable despite the economic disruption caused
by the pandemic last year. However, exposure has continued to
gradually shift from Medicaid to Medicare due to the area's aging
population.
Operating Risk: 'bbb'
Stable Operations Expected
MMC's operating risk assessment is midrange driven by stable
operations over the past two years. Despite pandemic-related
disruptions on volume and operations, MMC generated an operating
EBITDA margin of 15.3% in fiscal 2020. This includes $20.1 million
of CARES Act funding recognized in fiscal 2020. Further
contributing to the strong margins was receipt of $26.8 million in
HQAF provider fee revenues received in fiscal 2020 with a large
portion received for services performed in prior years. This is
typical of how the program pays, which can contribute to volatility
in operating performance year over year.
With the current rendition of the HQAF program running from July
2019 through December 2021 approved by the Centers for Medicare and
Medicaid Services (CMS), the hospital should be able to recognize
the provider fee revenues in the same year services are performed,
at least through December 2021. Fitch expects operations will be
pressured to some extent in the interim period considering the
spike in coronavirus cases over the last several months. However,
operations are expected to improve in the last half of the fiscal
year and stabilize to about an 8% operating EBTIDA margin over the
medium term.
Average age of plant is good at 12 years as of fiscal 2020. Capex
plans are considered manageable with facilities meeting
California's structural and seismic requirements up to 2030.
However, over the longer-term, MMC will likely need to undertake
several structural and nonstructural improvements in order to use
its facilities beyond 2030.
Financial Profile: 'bb'
Weak But Improving Capital-Related Ratios
Fitch views the hospital's financial profile assessment as weak
considering its cash to adjusted debt metric of 55.8% as of fiscal
2020. Fiscal 2020 unrestricted cash and investments of $72.9
million excluded $30 million of Medicare advance payments received
as these funds will eventually be paid back, in addition to $3.9
million in deferred FICA payments. MMC also has a defined benefit
pension plan that was 72% funded. As such, Fitch's adjusted debt
calculation includes the hospital's pension liability as well as
Fitch's 5x estimate for lease liability as debt equivalents.
Net adjusted debt to adjusted EBITDA (NADAE) was adequate at 1.2x
in fiscal 2020. Given the hospital's midrange revenue defensibility
and operating risk assessments, Fitch expects capital-related
metrics will gradually improve to levels that remain consistent
with 'BB' category expectations over the medium term.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk considerations were used in this rating
determination. MMC has no exposure to swap instruments or direct
bank held debt. The hospital's asset allocation is somewhat
conservative having the majority of its assets in cash and fixed
income with about 32% invested in equities and hedge funds.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Maintenance of MMC's operating risk assessment with sustained
operating EBITDA margins of 8% or greater post pandemic;
-- If cash to adjusted debt improves to 75% or higher coupled
with improvement in NADAE below 1.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- If MMC fails to meet operating performance based on
management's budgeted expectations over the medium term and
operating EBITDA margins trend below 6% on a consistent basis;
-- If cash levels significantly deteriorate resulting in capital
related ratios that are no longer is consistent with the
current rating category.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
Marshall Medical Center (MMC) is a not-for-profit stand-alone
hospital located in Placerville, CA, approximately 45 miles east of
Sacramento. The hospital operates a 111-bed general acute-care
hospital as well as several rural clinics and provides health care
services to the residents of El Dorado County. MMC maintains a
strong market position in its service area with competition mainly
from Kaiser Permanente as well as other tertiary providers in the
Sacramento area. The hospital generated approximately $315 million
of revenues as of fiscal 2020 (year-end Oct. 31).
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
MARX STEEL: Court Allows Cash Collateral Use Until May 31
---------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, authorized Marx Steel, LLC to
use cash collateral until May 31, 2021.
Judge Isgur approved the Tenth Interim Budget, which declared total
expenses in the amount of $15,140, consisting of general and
administrative expenses, U.S. Trustee Fees, and Professional Fees
for the Debtor's counsel, Accountant and UCC Attorney.
The final hearing on the Debtor's Motion to Use Cash Collateral is
scheduled for April 1, 2021 at 10 a.m. by electronic means.
About Marx Steel LLC
Marx Steel, LLC is a steel fabricator and plate processing company
that manufactures sub-components and sells raw steel plate material
to companies in the oil & gas, gas compression and construction
industries.
Marx Steel, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31849) on March 19,
2020, listing under $1 million in both assets and liabilities.
The Hon. Marvin Isgur oversees the case.
Melissa A. Haselden, Esq. at Hoover Slovacek LLP represents the
Debtor as counsel. Jason Medley, Esq. at Clark Hill Strasburger
represents Amerisource Funding Inc.
MARZILLI MACHINE: Gets Cash Collateral Access Thru June 24
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Marzilli Machine Co. to continue using cash collateral.
As previously reportedly by the Troubled Company Reporter, the
court approved the Debtor's use of cash collateral in which Bristol
County Savings Bank and Massachusetts Growth Capital Corp. assert a
security interest, through March 26, 2021.
The Debtor was permitted to collect and use those prepetition
assets in which the Secured Creditors claim a security interest,
including any proceeds of prepetition accounts receivable, rent and
cash on hand, for the purposes and on the terms proposed in the
Motion in the operation of its business as debtor-in-possession.
As adequate protection to the Secured Creditors for the Debtor's
use of Cash Collateral, Bristol County and Mass Growth wee granted
continuing post-petition replacement liens and security interests
in all post-petition property of the Debtor and its estate of the
same type and kind as the collateral of Bristol County and Mass
Growth.
The Court scheduled a Telephonic Hearing for June 24, 2021, at
10:00 a.m. to consider the Debtor's continued use of cash
collateral. Objections are due June 22.
About Marzilli Machine Co.
Marzilli Machine Co. -- https://marzmachine.com -- is a
manufacturer of military, aerospace, medical and firearms
components.
Marzilli Machine filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no.
20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne
Marzilli signed the petition. At the time of filing, the Debtor
disclosed $1,155,586 in assets and $1,763,992 in liabilities.
Judge Christopher J. Panos oversees the case.
Madoff & Khoury, LLP serves as Debtor's legal counsel.
MIKEN OIL: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
Miken Oil, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Texas, Tyler Division, for authority to use cash
collateral on an emergency basis.
The Debtor requires the use of cash collateral to make payroll and
other immediate expenses to its doors open.
WCII I, LLC, Austin Bank and the Small Business Administration
assert a lien claims in among other things the accounts receivable
of the Debtor. This Collateral may constitute the cash collateral
of WC, Austin and the SBA as that term is defined in the Bankruptcy
Code.
An emergency exists in that the entire chance of the Debtor's
reorganizing depends on the Debtor's ability to immediately obtain
use of the alleged Collateral of WC, Austin and the SBA to continue
operations of the company while effectuating a plan of
reorganization.
The Debtor is willing to provide WC, Austin and the SBA with
replacement liens pursuant to 11U.S.C. section 552 co-existent with
their current lien priority.
A copy of the motion is available for free at
https://bit.ly/3ssTYtQ from PacerMonitor.com.
About Miken Oil, Inc.
Miken Oil, Inc.'s business consists of the ownership and operation
of an oil services company. It sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-60115) on
March 26, 2021. In the petition signed by Mike Tate, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities. Eric A. Liepins, Esq., is the Debtor's counsel.
MILLENIUM 47C: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Millenium 47C, LLC, according to court dockets.
About Millenium 47C
Millenium 47C, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-11713) on Feb 23. 2021. Anastasio Lorente, manager, signed the
petition. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $1 million
and $10 million.
Judge Laurel M. Isicoff oversees the case.
Joel M. Aresty, PA serves as the Debtor's legal counsel.
NANYAH VEGAS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nanyah Vegas, LLC
6490 S. McCarran Blvd., Ste. F-46
Reno, NV 89509
Chapter 11 Petition Date: March 29, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-50226
Judge: Hon. Bruce T. Beesley
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
4777 Cauglin Parkway
Reno, NV 89519
Tel: 775-322-1237
Fax: 775-996-7290
E-mail: kevin@darbylawpractice.com
Total Assets: $0
Total Liabilities: $1,491,831
The petition was signed by Yoav Harlap, the managing member.
A copy of the petition containing, among other items, a list of the
Debtor's five unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VKGJA3I/NANYAH_VEGAS_LLC__nvbke-21-50226__0001.0.pdf?mcid=tGE4TAMA
NATIONAL RIFLE ASSOCIATION: Delays Showdown on Bankruptcy Case
--------------------------------------------------------------
Steven Church and Neil Weinberg of Bloomberg News report that the
National Rifle Association and the New York Attorney General, who
has vowed to dissolve the gun-rights group, put off a showdown in
federal court over the non-profit group's bankruptcy case.
The two sides delayed from March 29 to April 5, 2021, a trial on
whether the Chapter 11 case should be dismissed because the NRA
acted in "bad faith" by seeking to use bankruptcy as a shield
against New York regulators.
The delay was confirmed by a spokesman for the New York attorney
general's office.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
NATIONAL RIFLE: Appointment of Member Committee Sought
------------------------------------------------------
A group of former and current members of National Rifle Association
of America's board of directors asked the U.S. Bankruptcy Court for
the Northern District of Texas to issue an order directing the
appointment of an official committee to represent members of the
gun rights organization.
In court papers, M. Jermaine Watson, Esq., of Bonds Ellis Eppich
Schafer Jones, LLP, the group's attorney, said the NRA is
financially solvent, which will allow the gun rights organization
to continue paying its creditors, offering programs and operating
for the benefit of its members.
"Similar to a for-profit company that successfully returns value to
its shareholders, the NRA is financially positioned to provide
significant value to its members," Mr. Watson said.
Mr. Watson cited the NRA's schedules of assets and liabilities in
which they report assets valued at over twice its liabilities.
"Moreover, there have been no allegations of cash flow issues or
other financial problems that would indicate any sort of economic
duress," the attorney further argued.
The NRA has approximately 5 million members and its programs reach
millions more, including firearm safety, promotion and awareness.
It is governed by a 76-member board of directors directly elected
by its members. Members pay annual or lifetime dues and also
provide financial contributions.
Although NRA members are not equity holders in the literal sense of
the term, the court should treat them as equity holders in the
absence of any other residual interest holder and for the purpose
of analyzing adequate representation, according to Mr. Watson.
"The membership of the NRA operates as the equity of the non-profit
organization and, therefore, the court should consider them as such
in evaluating whether they have adequate representation in [NRA's]
bankruptcy case," the attorney argued.
Mr. Watson can be reached at:
M. Jermaine Watson, Esq.
Joshua N. Eppich, Esq.
H. Brandon Jones, Esq.
Clay M. Taylor, Esq.
J. Robertson Clarke, Esq.
Bonds Ellis Eppich Schafer Jones, LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Phone: (817) 405-6900
Fax: (817) 405-6902
Email: jermaine.watson@bondsellis.com
joshua@bondsellis.com
brandon@bondsellis.com
clay.taylor@bondsellis.com
robbie.clarke@bondsellis.com
About National Rifle Association
of America and Sea Girt
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Texas Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
NINE POINT ENERGY: April 8 Stock Deduction Procedures Hearing Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on April 8, 2021, at 10:30 a.m. (Prevailing Eastern Time)
to approve, on a final basis, the motion for orders establishing
notification procedures and approving restrictions on certain
transfers of, or worthlessness deductions with respect, to stock of
Nine Point Energy Holdings Inc. and its debtor-affiliates.
Objections, if any, must be filed no later than 4:00 p.m.
(Prevailing Eastern Time) on April 1, 2021.
On March 17, 2021, the Court entered an interim order of the
Debtors' motion.
About Nine Point Energy
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 (Case No. 21-10572), and Leaf Minerals, LLC (Case
No. 21-10573). The cases are assigned to Judge Mary F. Walrath.
In the petitions signed by Dominic Spencer, authorized signatory,
the Debtors estimated assets and liabilities (on a consolidated
basis) in the range $100 million to $500 million.
The Debtors tapped as counsel 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 hired AlixPartners LLP as their
Financial Advisor, Perella Weinberg Partners L.P. as their
Investment Banker, and Lyons, Benenson & Co., Inc. as their
Compensation Consultant.
NN INC: S&P Withdraws 'B+' ICR on Recapitalization, Debt Repayment
------------------------------------------------------------------
S&P Global Ratings withdrew all its ratings on NN Inc. at its
request following the company's recapitalization and repayment of
all its rated debt. At the time of the withdrawal, S&P rated the
company 'B+' with a negative outlook.
NTH SOLUTIONS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nth Solutions, LLC
15 East Uwchlan Avenue
Suite #412
Exton, PA 19341
Business Description: Nth Solutions, LLC --
https://nth-solutions.com/ -- is a
vertically-integrated product development
and manufacturing company.
Chapter 11 Petition Date: March 26, 2021
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 21-10782
Judge: Hon. Eric L. Frank
Debtor's Counsel: Frank S. Marinas, Esq.
MASCHMEYER MARINA P.C.
629A Swedesford Road
Swedesford Corporate Center
Malvern, PA 19355
Tel: (610) 296-3325
E-mail: Fmarinas@msn.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Susan Springsteen, managing partner,
member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/A4BAVCA/Nth_Solutions_LLC__paebke-21-10782__0001.0.pdf?mcid=tGE4TAMA
NUVISTA ENERGY: S&P Upgrades ICR to 'B-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on NuVista
Energy Ltd. to 'B-' from 'CCC+' and its issue-level rating on the
company's C$220 million of senior unsecured notes to 'B' from 'B-'.
S&P's '2' recovery rating (70%-90% recovery; 85% capped estimate)
is unchanged.
The stable outlook incorporates S&P's expectation that the company
will maintain adequate liquidity over the next 12 months and use
excess cash flows to lower borrowings under the credit facility.
S&P said, "We estimate NuVista to generate improved credit measures
following the upward revision to our oil and gas pricing
assumptions. We recently revised our oil and AECO price
assumptions. The oil price increase is largely driven by
significant OPEC and Russian supply cuts and global stimulus
policies that have improved demand and the economic outlook and led
the recent rebound in prices. At the same time, we raised our AECO
natural gas price assumption for 2022 as the decline in U.S.
associated gas production in tandem with lower shale oil production
has increased Canadian gas volume exports to the U.S. and we
believe U.S. demand for Canadian gas exports will be sustained
through 2022. In addition, differentials between condensate (30% of
NuVista's production) and West Texas Intermediate (WTI) prices have
narrowed considerably and we expect they will remain tight over our
forecast period. Reduced import volumes (production curtailments in
Permian) and lower domestic supply while demand remains strong,
with relatively stable production from oil sands projects, underpin
our expectation.
"Based on these pricing updates, we expect the company to generate
improved cash flow and leverage metrics. Specifically, we expect an
adjusted FFO-to-debt ratio of about 30% in 2021, increasing to
close to 45% in 2022. The improvement in fiscal 2022 is also led by
our expectation for higher production. Although the company's
hedges limit the overall impact of higher prices in 2021, they
provide for some downside cushion in a weak pricing environment.
NuVista has hedged about 53% of its 2021 liquids production at
C$60.76 per barrel and 37% of its gas production at an average AECO
equivalent floor price of C$2.05 per thousand cubic feet. That
said, only minimal hedges have been entered into for 2022 and
therefore our financial risk assessment incorporates potential for
volatility in credit measures. We estimate, all else being equal, a
US$0.25 per million Btu decline in natural gas and US$5/barrel
decline in crude oil prices would result in EBITDA falling by 20%
in 2022 and the adjusted FFO-to-debt ratio declining to 30%.
"We believe management will increase capital spending but remain
prudent in maintaining sufficient liquidity over our forecast
period. Based on the relatively strong pricing environment,
management has increased the capital budget to expand production
and capitalize on existing infrastructure, which currently can
accommodate about 90,000 barrels of oil equivalent (boe) per day of
production. Growth is expected to be focused on the Pipestone North
asset, which has relatively better well economics. We estimate
capital spend of C$250 million in 2021, with growth spending
heavily weighted in the second half of the year. While we expect
the higher capital spend to increase production in 2022 by 20%, we
estimate the company to outspend cash flows in 2021 by C$40
million.
"Despite the high drawn amount under the credit facility (C$360
million drawn on the C$440 million credit facility as of December
2020), we believe spending will be supported by the recent sale of
noncore assets for about C$94 million, a portion of which will also
be used toward repaying outstanding amounts under the credit
facility. Based on our forecasts and hedges in place, we believe
NuVista should have more than C$100 million available under the
credit facility at the end of the quarter and through 2021. Our
assumption is underpinned by our expectation that the borrowing
base is unlikely to decline below current levels of C$440 million
given the current pricing outlook and expected increase in proved
reserves from new wells being brought onstream. At the same time,
we believe management will be prudent and lower capital spending if
commodity prices meaningfully deteriorate. Accordingly, we believe
liquidity will be sufficient over our forecast period and in the
current pricing environment, management will use excess cash to
reduce the high drawn amount under the credit facility.
Furthermore, we believe that access to capital markets has improved
considerably and assume NuVista will refinance its senior unsecured
notes well in advance of the March 2023 maturity.
"We believe the company's scale of production and low proved
developed ratio limit upside to the business risk assessment and
overall rating. Our assessment of NuVista's business risk reflects
the company's high exposure to natural gas (60% of production),
concentration in one producing region, the Montney basin, and low
proved developed (PD) reserves ratio (31% of proved reserves). We
believe a low PD ratio indicates relatively higher development risk
and associated required spending. In addition, the company's scale,
at 50,000 boe per day, remains significantly smaller than that of
peers. Partially offsetting these factors is the company's
end-market diversification through long-term contracts with
midstream companies and financial contracts, which limits exposure
to spot AECO prices; meaningful exposure to Canadian condensate
production, a natural gas liquid priced near the West Texas
Intermediate crude price, and a competitive cost structure. We
believe the company's cash operating costs and breakeven
(three-year finding and development) unlevered costs are among the
lowest in the peer group. We assume NuVista will maintain its unit
operating cash flow, which we assess using unit earnings before
interest and taxes, in the midrange of the global rated exploration
and production company peer group ranking.
"The stable outlook reflects our view that credit measures will
remain in line with our expectations for the rating over the next
12 months, including a FFO-to-debt ratio of about 30% in 2021. The
outlook also reflects our expectation that NuVista will maintain
adequate liquidity over the next year by using excess cash to
reduce borrowings under the credit facility. We also expect the
company to address its 2023 notes maturity prior to year-end.
"We could lower the rating if availability under the credit
facility deteriorates meaningfully or if credit measures weaken
more than our expectation, specifically the adjusted FFO-to-debt
ratio declining below 20%. We could envision this scenario if
commodity prices fall significantly and management fails to
correspondingly reduce capital spending, resulting in material
negative free cash flows.
"We could raise the rating if NuVista generated material free
operating cash flows and strengthened its liquidity position, while
maintaining an FFO-to-debt ratio above 45%. Although unlikely, this
could occur if commodity prices improve materially and the company
is prudent with its spending while continuing to expand its
production."
OER SERVICES: Seeks to Use CIBC Bank Cash Collateral
----------------------------------------------------
OER Services LLC asks the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, for authority to, among
other things, use cash collateral on an interim basis.
The Debtor seeks to use cash collateral in which CIBC Bank USA, as
Secured Lender, may claim an interest. The Debtor intends to use
the Cash Collateral to operate its business in the ordinary course
and thereby maintain value as a going concern.
The Debtor's prepetition capital structure includes approximately
$4,853,308.93 in outstanding debt as of the Petition Date,
consisting of approximately $3,723,854.71 in secured debt owed to
the Secured Lender.
CIBC Bank USA, an Illinois chartered bank, has served as the
Debtor's principal secured lender supporting Debtor's business
operations since February 27, 2018 provided through a loan facility
pursuant to the Loan and Security Agreement dated February 27,
2018, Term Note dated February 27, 2018, Revolving Note dated
February 28, 2018, and ancillary agreements, instruments and
documents related thereto each by and between the Debtor and
Secured Lender. The Debtor agreed to incur certain loans and enter
into certain revolving credit facilities, as well as other
financial accommodations, with the Secured Lender.
The Secured Lender perfected its security interest and lien in the
Debtor's Collateral by filing a UCC-financing statement on February
28, 2018, with the Illinois Office of Secretary of State.
In connection with the Secured Loan Documents, the Secured Lender,
pursuant to those U.S. Small Business Administration Unconditional
Guarantees namely: (1) Unconditional Guaranty of April Zaimi,
Debtor's member-owner, dated February 28, 2018 ("April Revolving
Note Guaranty"); (2) Unconditional Guaranty of April Zaimi, the
Debtor's member-owner, dated February 28, 2018 ("April Loan
Guaranty"); (3) Unconditional Guaranty of Ali Zaimi, the Debtor's
President, dated February 28, 2018 ("Ali Revolving Note Guaranty");
and (4) Unconditional Guaranty of Ali Zaimi, Debtor’s President,
dated February 28, 2018 ("Ali Loan Guaranty") to guaranty the
obligations and debts of Debtor owed to Secured Lender and incurred
by Debtor under the Secured Loan Documents.
The Guarantors provided the Secured Lender a junior mortgage on
real property as additional security for the Secured Loan
Documents, pursuant to a Mortgage, Assignment of Leases and Rents
and Security Agreement-Fixture Filing dated February 27, 2018, by
and between Secured Lender and guarantors related to the real
property located at 615 E. Appletree Lane, Arlington Heights,
Illinois 60004 as security for the obligations and debts of Debtor
owed to Secured Lender and incurred by Debtor under the Secured
Loan Documents.
Following execution of the Secured Loan Documents, the Debtor made
regular monthly payments of interest and principal to Secured
Lender in accordance with the Secured Loan Documents but by August
2019, an Event of Default occurred which led to a negotiated
forbearance of payments to the Secured Lender which required Debtor
to obtain a Chief Restructuring Officer, who has been Greg Paulus,
the Declarant in support of the Motion.
The Debtor has not repaid the Loan to the Secured Lender but the
Debtor has been in extensive arm's-length and good faith
negotiations with the Secured Lender regarding the potential
restructuring of the Secured Loan Documents. As of the Petition
Date, the Debtor owed the Secured Lender not less than
$3,723,854.71 in principal and accrued interest and other
outstanding under the Secured Loan Documents.
Events of Default have occurred and are continuing under the
Secured Loan Documents including, the Debtor's failure to pay the
balance owed thereunder when due.
As a result of the Events of Default under the Secured Loan
Documents, the Debtor and the Secured Lender scheduled a UCC
Article 9 foreclosure sale of the Debtor's Collateral to be closed
on March 31, 2021. Negotiations with the buyer of the Debtor's
Collateral have broken down and the parties have been unable to
come to terms related to the sale and disposition of the Debtor's
Collateral.
The Debtor requests authority to grant adequate protection to the
Lender on account of its respective asserted prepetition liens and
security interests by provisionally paying interest to the Secured
Lender and by granting the Secured Lender replacement liens.
Moreover, to the extent that the replacement liens and provisional
interest payments do not adequately protect the Secured Lender from
the diminution in the value of its interests in the Cash
Collateral, they may assert an administrative claim against the
Debtor's estate under Section 507(b) of the Bankruptcy Code.
A copy of the Debtor's motion is available for free at
https://bit.ly/39g01KE from PacerMonitor.com.
About OER Services LLC
OER Services LLC is a small business certified operator whose
business caters to the rental, leasing, and sale of construction
equipment in connection with municipal, state and local government
agencies' construction projects. OER Services' principal place of
business is located at 1650 Carmen Drive, Elk Grove, Illinois
60007.
OER Services sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03981 on March 26,
2021. In the petition signed by AliR. Zaimi, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Steve Jakubowski, Esq., at Robbins, Salomon & Patt, Ltd. represents
the Debtor as counsel.
OUTLOOK THERAPEUTICS: Signs Deal to Sell $40M in Common Shares
--------------------------------------------------------------
Outlook Therapeutics, Inc. entered into an At the Market Offering
Agreement with H.C. Wainwright & Co., as sales agent, under which
the Company may issue and sell shares of its common stock, $0.01
par value per share, from time to time through Wainwright as sales
agent.
The offering has been registered under the Securities Act of 1933,
as amended, pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-231922), which was declared effective by
the Securities and Exchange Commission on June 26, 2019. The
Company will file a prospectus supplement, dated March 26, 2021,
with the Commission in connection with the offer and sale of the
shares of Common Stock, pursuant to which the Company may offer and
sell shares of Common Stock having an aggregate offering price of
up to $40,000,000, from time to time through Wainwright.
Wainwright may sell the Shares by any method that is deemed to be
an "at the market offering" as defined in Rule 415 of the
Securities Act, including, without limitation, sales made directly
on The Nasdaq Capital Market or any other existing trading market
for the Common Stock. Wainwright may also sell Shares under the
Agreement in privately negotiated transactions with the Company's
consent, and in block transactions. Wainwright will use
commercially reasonable efforts to sell the Common Stock under the
Agreement from time to time, based upon instructions from the
Company (including any price, time or size limits or other
customary parameters or conditions the Company may impose). The
Company is not obligated to make any sales of Common Stock under
the Agreement.
The Agreement contains customary representations, warranties, and
agreements by the Company, and customary indemnification rights and
obligations of the parties. The Company will pay Wainwright a
commission equal to 3.0% of the aggregate gross proceeds of any
sale of Shares under the Agreement. In addition, the Company has
agreed to reimburse certain legal expenses and fees incurred by
Wainwright in connection with the offering up to a maximum of
$50,000 (excluding periodic due diligence fees).
The offering of Shares pursuant to the Agreement will terminate
upon the earlier of (i) the sale of all Common Stock subject to the
Agreement or (ii) termination of the Agreement in accordance with
its terms.
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com-- is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010, its
investigational ophthalmic formulation of bevacizumab, is approved,
Outlook Therapeutics expects to commercialize it as the first and
only on-label approved ophthalmic formulation of bevacizumab for
use in treating retinal diseases in the United States, Europe,
Japan and other markets.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.87 million for the year ended Sept. 30, 2020,
compared to a net loss attributable to common stockholders of
$36.04 million for the year ended Sept. 30, 2019. As of Sept. 30,
2020, the Company had $19.73 million in total assets, $16.91
million in total liabilities, and $2.82 million in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2015, issued a "going concern" qualification dated Dec. 23,
2020, citing that the Company has incurred recurring losses and
negative cash flows from operations since its inception and has an
accumulated deficit of $289.7 million as of Sept. 30, 2020 that
raise substantial doubt about its ability to continue as a going
concern.
PEOPLE SPEAK: Gets Approval to Hire Bankruptcy Counsel
------------------------------------------------------
People Speak, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of Louisiana to employ Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard as its legal counsel.
The firm will provide legal advice with respect to the Debtor's
business and management of its property, and will perform other
legal services necessary to administer its Chapter 11 case.
The firm's attorneys and staff will be paid at hourly rates as
follows:
Stewart F. Peck $375
Christopher T. Caplinger $350
James W. Thurman $275
Coleman L. Torrans $275
Other Associates $275
Paralegals $100
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $11,750 from the Debtor and will
receive additional retainer of $5,000.
Stewart Peck, Esq., an attorney at Lugenbuhl, Wheaton, Peck, Rankin
& Hubbard, 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:
Stewart F. Peck, Esq.
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
601 Poydras St., Suite 2775
New Orleans, LA 70130
Telephone: (504) 568-1990
Facsimile: (504) 310-9195
Email: speck@lawla.com
About People Speak
People Speak, LLC, a privately held company that operates in the
traveler accommodation industry, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10315) on March
11, 2021. Rachele Riley, owner and member, signed the petition.
In the petition, the Debtor disclosed $1 million to $10 million in
both assets and liabilities.
Judge Meredith S. Grabill oversees the case.
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, led by Stewart F. Peck,
Esq., serves as the Debtor's counsel.
PHUNWARE INC: Terminates Factoring Agreement With Bay View
----------------------------------------------------------
Phunware, Inc. exercised its right to terminate its Factoring
Agreement dated June 14, 2016 with CSNK Working Capital Finance
Corp., doing business as Bay View Funding, effective March 22,
2021, pursuant to which the Company previously sold select accounts
receivable with recourse.
The Company will work with Bay View to obtain the necessary
releases for all collateral securing obligations of the Company
under the terms of the Factoring 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.
PILGRIM'S PRIDE: S&P Rates New $1.0BB Senior Unsecured Notes 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery
ratings to Pilgrim's Pride Corp.'s proposed $1.0 billion senior
unsecured notes due 2031. The company intends to use the proceeds
from the issuance to refinance its existing 5.75% senior unsecured
notes due 2025 and pay for fees and expenses. S&P based its ratings
on the proposed credit facilities on preliminary terms, which are
subject to review upon the receipt of final documentation.
S&P said, "All of our ratings on Pilgrim's Pride, including our
'BB+' issuer credit rating and stable outlook, are unaffected by
this transaction, which we expect will be mostly neutral for net
leverage. Pilgrim's Pride ended 2020 with 2.8x debt to EBITDA,
which was slightly higher than the mid-2x area we previously
expected. The higher leverage was primarily due to excess supply,
weak poultry pricing, and higher safety and labor costs related to
COVID-19. We expect earnings to rebound steadily in 2021 given a
modest return in foodservice demand, improved chicken pricing as
the industry cuts back production, and a continued strong export
market for chicken. Although 50% of the company's EBITDA is exposed
to foodservice, that business is skewed toward quick-service
restaurants, which have rebounded to near historical levels. Demand
at supermarkets and other retail channels also remains strong with
more dining at home. Based on these trends likely continuing, we
expect EBITDA will rebound to approximately over $1 billion in
fiscal 2021 and allow the company to restore leverage to historical
levels, including debt to EBITDA just below 2x at year-end 2021."
Litigation risk appears contained. On Feb. 23, the company signed
the plea agreement with the U.S. District Court of Colorado and
paid with cash a fine of $107 million for restraint of competition
that affected three contracts for the sale of chicken products to
one U.S. customer. The company also settled with one of three
classes (the direct purchasers) for $75 million in its civil class
action lawsuit. The company has yet to settle with the other two
classes. Although the outcome of these cases is uncertain, S&P
believes any liabilities will not meaningfully increase balance
sheet debt and will be in line with previous settlements.
PILGRIMS PRIDE: Fitch Assigns BB+ Rating on Proposed Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the proposed 10- year
senior unsecured notes issued by Pilgrim's Pride Corporation (PPC).
The company expects to use the proceeds to refinance its existing
debt.
The company will adopt a sustainability-bond framework for this
issuance with a reduction target for green gas emission.
KEY RATING DRIVERS
Conservative Leverage: Fitch forecasts PPC's net debt/EBITDA to
remain below 2x at YE 2021 (from 2.2x at YE 2020) due to EBITDA
growth and positive FCF. Fitch expects PPC to generate close to
$900 million of EBITDA up from $787 million in 2020, based on
higher prices and stronger consumer demand. The company's
performance is expected to benefit from the gradual economic
recovery, less disruption caused by the pandemic, and better
performance of the foodservice segment.
Resilient Business Profile: PPC's ratings are supported by its
resilient business profile as one of the world's largest chicken
processors, with a presence in the U.S., Europe and Mexico; its
diversified product portfolio; and vertically integrated
operations. Approximately half of PPC's sales go to food retailers,
and the other half to the foodservice segment, predominately
quick-service restaurants (QSRs). U.S. sales represented about 62%
of group sales as of YE 2020.
Product types include fresh chicken products, prepared chicken
products and value-added export chicken products. Fresh chicken
accounted for 86%, 47% and 95% of total U.S., U.K. and Europe, and
Mexico chicken sales in 2020. U.K. and Europe pork sales
represented about 11% of total sales, while prepared foods
represented about 17% of sales.
Parent Linkage: The rating is tempered by the rating of parent
company, JBS S.A. Fitch believes PPC's parent linkage with JBS is
moderate. PPC has minority shareholders represented by independent
board members who are governed by U.S. law due to its listing on
Nasdaq. In addition, no cross-default, acceleration clauses or
upstream guarantees exist between PPC and its parent. Despite these
insulating factors, JBS controls PPC and influences its business
and financial strategies. Fitch estimates that PPC represented
about 23% of JBS's consolidated EBITDA during 2020.
Acquisition Appetite: The rating is tempered by PPC's record of
debt-financed acquisitions. Fitch expects the company to pursue
acquisitions that will add more added-value products. The company
acquired Tulip Limited in 2019 for $354 million in cash, or 5.4x
its implied expected EBITDA. Tulip is a leading integrated prepared
pork supplier headquartered in Warwick, U.K. Tulip operates 14
fresh and value-added facilities. This acquisition follows 2017
acquisitions of Moy Park, a leading poultry and prepared foods
supplier with operations in the U.K. and continental Europe for $1
billion, and GNP, a provider of premium branded chicken products in
the upper Midwest, in an all-cash $350 million transaction. During
2015, the company acquired Tyson Foods, Inc.'s Mexican operations
for $400 million.
Protein Outlook: U.S. chicken production is expected to grow less
than 1% in the USA in 2021, according to the U.S. Department of
Agriculture, and demand from exports should remain robust. The
sector should benefit from the gradual economic recovery and the
reopening of outdoor dining activities. Among significant industry
risks are downturns in the economy or consumer demand, imposition
of increased tariffs, sanitary risks and higher feed costs.
PPC has an ESG Relevance Score of '5' for Governance for Ownership
Concentration due to parent JBS S.A.'s control of the company. The
shareholders' strong influence upon management could result in
decisions that are detrimental to the company's creditors, which
would have a negative impact on the credit profile and is relevant
to the rating in conjunction with other factors.
DERIVATION SUMMARY
PPC's business profile is in line with the 'BB+' rating category
due to its size, profitability, and geographical diversification.
The company operates in the U.S., Mexico and Europe (Moy Park) with
PPC's U.S. operations representing about 62% of sales as of fiscal
year-end (FYE) 2020.
PPC is smaller than other U.S. peers such as Tyson Foods, Inc.
(BBB/Negative) and Cargill Incorporated (A/Stable), which receive
synergistic benefits from their scale. PPC has a less diversified
product portfolio than its parent company JBS or Tyson Foods, which
exposes the company to higher industry risks. In late October 2020,
PPC settled for $107 million with the U.S. Department of Justice
(DOJ) for restraint of competition that affected three contracts
for the sale of chicken products to one U.S. customer. PPC also
settled with the direct purchasers lawsuit class action for $75
million in early 2021.
The company's credit profile is in line for its rating 'BB+'
category due to its leverage. PPC reported a total debt/ EBITDA
ratio of about 2.9x as of FYE 2020, which is better than BRF S.A.
(BB/Stable).
Constraining the ratings is the weak corporate governance due to
its shareholder structure and the more aggressive acquisition
strategy of PPC's controlling shareholder and ultimate parent
company JBS.
No country-ceiling or operating environment aspects impact the
rating. Fitch's parent-subsidiary linkage criteria are applicable
due to the shareholder ownership.
KEY ASSUMPTIONS
-- EBITDA of about $0.9 billion in 2021;
-- Capex of about $350 million in 2021;
-- A certain amount of share buybacks in 2021;
-- Total net debt/EBITDA below 2x in 2021.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An upgrade of JBS's ratings to 'BBB-' could lead to an upgrade
for PPC;
-- Strong FCF.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Significant debt-financed acquisitions and/or excessive
shareholder distributions;
-- A one-notch downgrade of JBS would not likely trigger a
downgrade of PPC if net leverage is sustained below 3.5x. A
two-notch downgrade of JBS would most likely result in a
downgrade of PPC. Fitch would not likely exceed a two-notch
differential between JBS and PPC at this level.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch views PPC's liquidity as ample and
supported by adequate cash on hands, revolver availability, strong
cash flow generations, and comfortable amortization profile. As of
Dec. 27, 2020, PPC had approximately $548 million of cash and $25
million of short-term debt
ESG CONSIDERATIONS
PPC has an ESG Relevance Score of '5' for Governance for Ownership
Concentration due to parent JBS S.A.'s control of the company. The
shareholders' strong influence upon management could result in
decisions that are detrimental to the company's creditors, which
would have a negative impact on the credit profile and is relevant
to the rating in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
POLYMER ADDITIVES: S&P Upgrades ICR to 'CCC+', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Polymer
Additives Holdings Inc. (Valtris) to 'CCC+' from 'CCC'. The outlook
is stable. In addition, S&P raised its issue-level rating on the
company's first-lien debt to 'CCC+', in line with the issuer
upgrade. The '4' recovery rating on the debt is unchanged.
The stable outlook reflects S&P's expectation for modest
improvement in operating performance over the next 12 months and
our belief that the company will maintain liquidity sources over
uses of at least 1.2x.
Despite a challenging operating environment, Valtris has improved
its credit metrics and liquidity position. The company had a
challenging 2019 that was exacerbated by a weak 2020 due to the
coronavirus pandemic. The company experienced a sharp decline in
demand in key end markets in the second quarter of 2020, such as
construction and autos, that was partially offset by increased
demand in sanitation products. Demand has since mostly recovered in
all segments. This resulted in an upper single-digit top-line
decline in 2020. The company implemented cost controls quickly at
the start of the pandemic and benefited from lower raw material
prices. This led to better performance than previously expected,
and we anticipate the economic recovery will support continued
improved performance. However, credit metrics remain at
unsustainable levels with weighted average debt to EBITDA between
8x and 9x and funds from operations (FFO) to debt in the
mid-single-digit percentage area.
In addition, the company fully drew on the revolving credit
facility in mid-March and sprung its covenant with limited cushion.
The potential for a covenant breach and tight liquidity was a
driver of the downgrade to 'CCC'. Now, the covenant is no longer
sprung, and we do not expect the company to spring it over the next
12 months. If, against its expectations, the company did spring the
covenant, S&P expects it to comply with sufficient cushion.
S&P said, "The stable outlook reflects our view that a default in
the next 12 months is not likely given the company's manageable
debt maturity profile, sufficient covenant headroom, adequate
liquidity, and expectations for improved 2021 performance. The
company's nearest maturity is its revolver in 2023. The company has
paid down the majority of its borrowings under the revolver, no
longer springing the covenant, and has improved liquidity such that
sources to uses is greater than 1.2x. Although we expect the
company's performance to continue strengthening into 2021, we still
forecast its credit metrics to remain at unsustainable levels on a
weighted-average basis, with debt to EBITDA between 8x and 9x."
Valtris' position in the plastic additives business continues to
drive its business. The company benefits from its market position
in product lines such as benzyl plasticizers, which give plastics
improved flexibility, and biocides, which add protection from
microorganisms. The company also produces solvents for industrial
use, precursors for cleaning products, and flavor and fragrance
chemicals. Valtris benefits from geographic diversification. Still,
the company derives most of its revenue from the U.S. and Europe.
Valtris has had some end-market concentration, with about one-third
of its sales coming from the cyclical building products market.
Despite customer and geographic diversity, Valtris operates in a
small, niche, and fragmented market with many product lines. Also,
its profitability is weighed down by its many product lines and low
capacity utilization rates at several of its nine manufacturing
facilities, resulting in high operating leverage and low margins.
Furthermore, most of its customer contracts do not have raw
material cost pass-throughs, which could deteriorate already-weak
margins when raw material prices rise, particularly oil. Given this
backdrop, S&P considers Valtris' EBITDA margins to be below average
among other specialty chemical companies it rates.
S&P said, "The stable outlook reflects our expectation for modest
improvement in operating performance over the next 12 months, but
we still expect leverage metrics to remain at unsustainable levels.
We expect the company to maintain liquidity sources over uses of at
least 1.2x, and we expect the company not to spring its covenant.
However, if it does spring, we expect the company to have
sufficient cushion. In our base case scenario, we expect the
company to remain highly leveraged, with weighted-average debt to
EBITDA between 8x and 9x.
"We could take a negative rating action on Valtris within the next
12 months if the company's liquidity weakened such that liquidity
sources over uses fell below 1.2x or if operating conditions were
to worsen such that free cash flow generation turned significantly
negative and debt to EBITDA were consistently over 10x. In
addition, we could lower the rating if we expected management to
not maintain the current leverage or if we expected the owners to
take dividends. We do not factor in any significant debt-funded
acquisitions, and we could lower the rating if metrics weakened as
a result of such an acquisition.
"We could consider a positive rating action over the next 12 months
if adjusted debt to EBITDA improved to below 8x on a sustained
basis. This could happen if the economy recovered faster than our
base case expectation, supporting increased demand for Valtris'
products, leading to EBITDA margin expansion of 100 basis points
greater than our current expectations. These conditions would
benefit free cash flow and improve the company's ability to
sustainably pay down debt. To consider an upgrade, we would also
need to believe the company would maintain financial policies that
would sustain its improved leverage profile."
PRODIGY NETWORK: Hits Chapter 7 Liquidation
-------------------------------------------
Quality Construction Alliance reports that the harassed real estate
company Prodigy Network filed for bankruptcy on Thursday, March 25,
2021, as lawsuits accumulated and its properties headed for
foreclosure.
Prodigy Network, along with 10 affiliates in Delaware, filed for
Chapter 7 bankruptcy, meaning the company has no plans to
restructure. According to the filing, the company and its
affiliates currently have assets of $102.4 million and liabilities
of $6.4 million.
Applications show that the largest asset of Prodigy and its
affiliates is tied to its assets of 1,400 North Orleans in
Chicago's Old Town, for which it originally decided to raise $ 45
million, according to Brain. Prodigy founder Rodrigo Niño, who
died in Mayand his widow Juanita Galvis signed as the Debtor's
authorized representative in the bankruptcy files.
Prodigy has been besieged by more than a dozen lawsuits from
investors who have poured an estimated $690 million into real
estate in New York and Chicago through their crowdfunding platform.
Some investors claim that they saw almost no return on their
investment and that this was the case left in the dark since Nin's
death. Other lawsuits allege fraud.
Prodigy was one of the first real estate companies to take
advantage of crowdfunding, which opened up real estate investments
beyond its traditional audience of wealthy patrons or institutional
investors. The company has had particular success in obtaining
funding from people in South America.
An investigation The real solution showed that the company's
history of misleading marketing, mismanagement and dubious
investment strategies has set in motion a collapse that has been
going on for some time.
Many of the company's properties have been sold or taken over by
creditors. In June, she sold the building on West 25th Street $ 10
million loss. And in November, Vanbarton Group took control of the
AKA Wall Street Hotel from Prodigy through the closure of the UCC
market -- the third building this year to be taken over by the
company's creditors.
About Prodigy Network
Prodigy Network -- http://www.prodigynetwork.com/-- is an online
real-estate crowdfunding platform. It crowdfunds real-estate
investments to investors. It is supported by capital from
individual and institutional investors.
Prodigy Network, LLC, along with 10 affiliates, filed for Chapter 7
bankruptcy (Bankr. D. Del. Case No. 21-10622) on March 25, 2021, as
lawsuits accumulated and its properties headed for foreclosure.
According to the filing, the company and its affiliates currently
have assets of $102.4 million and liabilities of $6.4 million.
Prodigy Network's counsel:
Michael G. Busenkell
Gellert Scali Busenkell & Brown, LLC
Tel: 302-425-5812
E-mail: mbusenkell@gsbblaw.com
PRODUCERS INC: To Seek Approval of Settlement Plan on May 13
------------------------------------------------------------
Judge Catherine Peek McEwen has entered an order conditionally
approving the Disclosure Statement of The Producers, Inc.
The Court will conduct a hearing on confirmation of the Plan on May
13, 2021, at 3:00 p.m. in Tampa, FL - Courtroom 8B, Sam M. Gibbons
United States Courthouse, 801 N. Florida Avenue.
Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing. Objections to
confirmation shall be filed and served no later than seven days
before the date of the Hearing.
The Chapter 11 Plan
The Plan is a result of an intensive effort by the Debtor to design
a plan that is fair and equitable to all parties in interest, that
restructures the Debtor's obligations to its creditors such that
its creditors receive more than they would receive in a forced
liquidation, and that enables the Debtor to restart its operations
after repatriation of its assets via the Settlement. In this case,
the remaining creditors have agreed to impaired treatment in order
to conserve the Debtor's capital and liquidity necessary for
restarting the Debtor's business operations.
As of March 1, 2021, the Debtor is in possession of approximately
$422,856 in cash turned over from the Chapter 7 Trustee. The value
of the Debtor's other assets is unknown at this time. The Internal
Revenue Service valued the Debtor's business on or about Feb. 22,
2011, at approximately $141.65 million. Following the repatriation
and return of substantial assets and operations as a result of the
Settlement, the Debtor's assets and operations will likely be less
than the Internal Revenue Service's February 2011 valuation, but
they will be significant.
Four claims have been filed in the case:
Claim No. Holder Amount
--------- ------ ------
1 Sigmund Solares $3,398,043
2 DNC Holdings, Inc. $3,295,172
3 Michael Gardner $1,742,305
4 Donald Simonton $1,800,000
Pursuant to the Settlement, the claim of DNC Holdings, Inc., was
disallowed or has otherwise already been satisfied. By agreement,
with respect to the claims of the other creditors, Messrs. Solares,
Gardner and Simonton's claims will all be allowed but they will not
receive distributions on account of their claims.
The Plan treats claims as follows:
* Class 1: Priority Claims. To the extent not already satisfied
prior to the Effective Date, all Allowed Priority Claims will be
paid in full as of the Effective Date, or as soon as is practicable
thereafter, unless the holder of such claim has previously agreed
or agrees to an alternative treatment.
* Class 2: General Unsecured Claims. The Debtor estimates that
the total amount of General Unsecured Claims (of Mssrs. Solares,
Gardner, and Simonton), as of Confirmation and as a result of the
Settlement, is $6,940,347.50.By agreement, all Allowed General
Unsecured Claims will receive no distribution on account of their
filed claims.
* Class 3: Equity Interests. On the Effective Date, Equity
will retain its interest in the Debtor and shall receive an
equal percentage of equity security interests in the Reorganized
Debtor on the Effective Date following confirmation of this Plan
A copy of the Disclosure Statement https://bit.ly/3fqxG8c
About The Producers Inc.
The Producers, Inc., is a Florida corporation. The Debtor's
shareholders are Sigmund Solares and Michael Gardner. Its Chief
Executive Officers is Mr. Solares. The Debtor's three primary
lines of business include domain name registrar; domain name
ownership; and domain name monetization through advertising,
arbitrage, sales, and leasing.
On Feb. 21, 2017, following his discovery of certain events and
actions described in great detail in litigation filed both in this
Court and the state court in Louisiana, Mr. Solares filed a lawsuit
in state court in Louisiana, styled Sigmund Solares v. Gregory
Faia, Michael Gardner, Vernon Decossas, DNC Holdings, Inc., Domain
Apps, LLC, Faia and Associates, LLC, and Faia Development Group,
LLC (the "Fraudulent Transfer Case").
Two years later, in May 2019, DNC Holdings and Domain Apps filed a
third-party complaint against TPI, Snow Turtles LTD, Directnic LTD,
and Parked.com LTD. The claims and factual allegations contended
DNC Holdings and Domain Apps were defrauded into purchasing TPI's
assets based on the actions of their own owners, Mr. Faia and Mr.
Decossas, and requested rescission of the transaction.
The claims asserted in the third-party complaint were also pursued
when, on September 12, 2019, DNC Holdings filed the Chapter 7
Involuntary Petition against TPI (Bankr. M.D. Fla. Case No.
19-08638). Larry Hyman was appointed as Chapter 7 trustee.
Following 13 months of hard-fought litigation in Bankruptcy Court,
the parties reached a conceptual settlement which was eventually
memorialized in the Settlement, resolving all outstanding disputes
between the parties to the Fraudulent Transfer Case and the related
litigation pending in Bankruptcy Court.
At the behest of the parties, the involuntary case was converted to
a Chapter 11 case on March 1, 2021.
The Debtor's counsel:
SHUMAKER, LOOP & KENDRICK, LLP
Steven M. Berman
Seth P. Traub
101 East Kennedy Blvd., Suite 2800
Tampa, Florida 33602
Tel: (813) 229-7600
Fax: (813) 229-1660
PROFESSIONAL DIVERSITY: To Acquire Interests in RemoteMore USA
--------------------------------------------------------------
Professional Diversity Network, Inc. has entered into a stock
purchase agreement to acquire equity interests in RemoteMore USA,
Inc., an innovative company that provides remote-hiring marketplace
services for developers and companies. The transaction is subject
to satisfaction of closing conditions and is expected to close in
the second quarter of 2021. Upon completion the Company will have
ability to become RemoteMore's largest shareholder and obtain
significant influence on its operations.
RemoteMore is a technology company that addresses the increasing
demand for qualified candidates by connecting them with businesses
through an extensive, remote services network. The virtual network
will allow businesses to access candidates from a wider scope,
transcending the current geographic limitations. It serves growing
needs for businesses to find quality candidates in long range radar
scope rather than in local sources. Companies will have a much
bigger pool of quality candidates to screen that is beyond their
normal geographic limitation.
"This transaction will provide us with a partner that shares our
commitment to customers and can add strategic and operational
value," said Boris Krastev, RemoteMore's founder. "We are
confident that PDN's support will enable RemoteMore to execute on
its strategy and next phase of growth."
PDN, being one of the largest diverse networks in the nation, aims
to facilitate the process of matching qualified job seekers with
employers through a system that reduces the costs and resources
needed to operate efficiently. "We believe that working remotely
is the trend for high-tech companies, and the Covid-19 pandemic is
a catalytic factor for this approach. While this trend will
inevitably evolve after the pandemic, the marriage between PDN and
RemoteMore will not only effectively address technology companies'
hiring needs, but also help whole society access a larger,
diversified pool of qualified candidates. Meanwhile, the platform
also gives programmers the ability to overcome the physical barrier
of commuting to find their desired employers. This deal is in line
with PDN's core business strategy," said Adam He, chief executive
officer of PDN.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse professionals. Through an online platform and its
relationship recruitment affinity groups, the Company provides its
employer clients a means to identify and acquire diverse talent and
assist them with their efforts to recruit diverse employees. Its
mission is to utilize the collective strength of its affiliate
companies, members, partners and unique proprietary platform to be
the standard in business diversity recruiting, networking and
professional development for women, minorities, veterans, LGBT and
disabled persons globally.
Professional Diversity recorded a net loss of $3.84 million for the
year ended Dec. 31, 2019, compared to a net loss of $15.08 million
for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the
Company had $9.06 million in total assets, $5.87 million in total
liabilities, and $3.19 million in total stockholders' equity.
Ciro E. Adams, CPA, LLC, in Wilmington, DE, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated May 1, 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.
QUINCY REAL ESTATE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 12 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Quincy Real Estate Company, Inc.
About Quincy Real Estate Company
Quincy Real Estate Company, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 21-00201) on
March 18, 2021. At the time of the filing, the Debtor disclosed
assets of between $500,001 and $1 million and liabilities of the
same range. The Debtor is represented by the Law Offices of Robert
J. Murphy.
RAHMANIA PROPERTIES: Plan Requires Refinancing by May 31
--------------------------------------------------------
Mohammed M. Rahman and 74th Street Funding Inc. filed a Second
Amended Joint Chapter 11 Plan and a corresponding Disclosure
Statement for Rahmania Properties. LLC.
In general, the Amended Plan contemplates two paths to
consummation. First, the Reorganizing Debtor has until May 31,
2021, time being of the essence to cause the Refinance Closing in
an amount of cash and net financing proceeds sufficient to pay all
Allowed Claims in Classes 1-5 and administrative expenses to occur.
If the Refinance Closing occurs in such amount the Amended Plan
can be substantially consummated by making all required Amended
Plan payments and the Amended Plan contemplates a discharge of any
and all of the debts of the Reorganizing Debtor. If the Refinance
Closing does not occur in at least the amount set forth above on or
before May 31, 2021, the Amended Plan contemplates the orderly
liquidation by the Plan Administrator of all properly or the
Debtor's estate and as such, under the liquidation alternative, the
Amended Plan does not entitle the Debtor to a discharge.
From the entry of the Confirmation Order until May 31, 2021, the
Reorganizing Debtor shall control and manage all of the
Post-Confirmation Assets. If by May 31, 2021, the Refinance
Closing in an amount of cash and net refinance proceeds sufficient
to pay all allowed claims in classes 1-5 and all allowed
administrative expenses has occurred, the Reorganizing Debtor shall
continue to shall control and manage all of the Post-Confirmation
Assets and continue after such date and in that case the Plan
Administrator's authority over Post-Confirmation Assets shall never
vest. If as of 12:01 a.m. on June 12, 2021, the Refinance Closing
in an amount of cash and net financing proceeds sufficient to pay
all allowed claims in classes 1-5 and all allowed administrative
expenses has not occurred, as of that date and time, the Plan
Administrator shall control and manage for all purposes, pending
entry of a Final Decree in this case, all of the Debtor's property
Including the Property, and all bank accounts of the Debtor and any
other assets, and the Property shall be operated and managed by the
Plan Administrator (or its designee Mohammed A. (A Rahman"), who
shall be, as set forth herein, removable for a cause) and such
Property and funds shall be property of the Post-Confirmation
Estate.
The Plan Administrator or as set forth in the Amended Plan, the
designated property manager that may be employed shall be
authorized to continue shall the usual and ordinary operations of
the Property pending the Auction Sale and Closing for the Properly
in accordance With the terms hereof, and to spend funds of the
Post-confirmation Estate as may be necessary to carry out the terms
of this Amended Plan. In the event that the Refinance Closing in
an amount of cash and net financing proceeds sufficient to pay all
allowed claims in classes 1-5 and all administrative expenses does
not timely occur, the Plan Administrator shall cause the Property
to be sold at a public auction in accordance with the terms hereof,
including the Auction Sale Procedures.
The Amended Plan is centered around the settlement of the Removed
Litigation between Mohammed M. Rahman and the Debtor and affiliated
parties. The Removed Litigation Settlement Agreement resolved the
Removed Litigation by the Debtor agreeing, among other things, to
pay $800,000 to Mohammed M. Rahman on account of his Removed
Litigation Claim, which effectively resolves his disputes regarding
his alleged Claim and Interest in the Debtor. The Removed
Litigation Settlement Agreement also provides for the Debtor to
lease a commercial space to M. Rahman as well as the return of a
residential apartment from M. Rahman back to the Debtor.
In order to fund payment of the Removed Litigation Claim, the
Debtor has sought time to obtain exit financing in an amount
sufficient to satisfy the Removed Litigation Claim, the 74th Street
Secured Claim, Other Secured Claims, Administrative Claims,
Priority Claims and Unsecured Creditors. As of this date, the
Debtor has been unable to obtain that exit financing.
Under the proposed Amended Plan, M. Rahman will receive $800,000 as
long as the Debtor closes on a refinancing defined in the Amended
Plan as the Refinance Closing in an amount of cash and net
financing proceeds sufficient to pay all allowed claims in classes
1-5 and all allowed administrative expenses on or before May 31,
2021. If the debtor does not, then pursuant to the Amended Plan, a
Plan Administrator (the "PA") is immediately appointed without
further court order and the PA will take overall control and
management of all of the Debtor's assets as of 12:01 a.m. June 1,
2021, and the property will be placed up for sale on or about June
24, 2021, in accordance with the auction sale procedures with a
stalking horse bid by M. Rahman for $5,600,000. Upon the sale, M.
Rahman will receive $800,000 as a credit if he is the winning
bidder. In other words, if he is the winning bidder, M. Rahman
will not have to come up with $800,000 in cash to pay himself on
his claim. If M. Rahman is not the winning bidder, then there will
be enough cash to pay all Allowed Claims of all creditor classes in
full and, in that case, M. Rahman shall receive $800,000, plus
interest from July 1, 2020, and the sale is subject to the lease
between the Debtor and M. Rahman at rent of $4,300 per month for 10
years commencing July l, 2021. Under no circumstances, would M.
Rahman's claim be paid ahead of an Allowed Claim of a senior
class.
Attorneys tor Mohammed M. Rahman:
Marc A. Pergament, Esq.
Weinberg, Gross & Pergament LLP
400 Garden City Plaza
Suite 403
Garden City, New York 11010
Attorneys for 74th Street Funding, Inc.
Gary O. Ravert, Esq.
Ravert PLLC
116 West 23 Street, Suite 500
New York, NY 10011
A copy of the Second Amended Disclosure Statement is available at
https://bit.ly/3crrZ8l from PacerMonitor.com.
About Rahmania Properties
Rahmania Properties LLC owns and operates a mixed-use property in
Queens, N.Y. Rahmania Properties filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 15-43971) on Aug. 28, 2015. In the
petition signed by Mohammed A. Rahman, president, the Debtor
disclosed $6.8 million in assets and $3.3 million in liabilities.
ROBERT F. TAMBONE: $31K Private Sale of Boat to Hohmann Approved
----------------------------------------------------------------
Judge Janet E. Bostwick of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Robert F. Tambone's private
sale of all of his right, title, and interest in a certain 2018
Boston Whaler 170 Montauk and related personal property to Scott
Hohmann or his nominee for $31,000.
The sale is free and clear of any liens, claims, encumbrances and
interests.
The hearing on the Motion scheduled for March 23, 2021, is
canceled.
Robert F. Tambone sought Chapter 11 protection (Bankr. D. Mass.
Case No. 20-11378) on June 22, 2020. The Debtor tapped Kathleen
Cruickshank, Esq.
ROCKWOOD SERVICE: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B' issuer credit rating on Rockwood Service Corp.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's credit facility. The '3' recovery rating remains
unchanged, indicating our expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) in the event of a payment
default.
"The stable outlook reflects our expectation that the company will
sustain its improved operating performance, resulting in debt to
EBITDA around 5x in 2021.
"Although revenues declined in mid-2020, some delayed project work
resumed in the back-half of the year and EBITDA margins improved
from 2019 levels, driven by cost initiatives. We expect volumes
will continue to improve in 2021 as U.S. and Canada refinery and
chemical customers resume delayed projects and maintenance work. We
forecast revenue growth in 2021 and view much of the company's
service revenue as relatively stable, since most testing is driven
by regulation or risk-based inspection programs at the facility
level. We expect the company will benefit from cost controls
implemented to offset reduced billable hours at the outset of the
pandemic. The company's relatively flexible cost structure should
help maintain EBITDA margins in the low- to mid-teen percent area
through 2021, although some costs may return to support top-line
growth.
"The stable outlook on Rockwood reflects our belief that the
company will maintain good profitability over the next 12 months,
with the potential for revenue growth in 2021 due to demand for the
maintenance of an aging installed base of industrial assets. We
expect debt to EBITDA around 5x and FOCF to debt around 5% in
2021.
"We could lower our rating on Rockwood during the next 12 months if
debt to EBITDA increases above 6x or if FOCF to debt approaches the
low-single-digit percentage area. This could occur if EBITDA
margins deteriorate substantially beyond our expectations to less
than 10% on a sustained basis. This could occur if, for example,
market conditions in its refinery and chemical business end-markets
deteriorate. This could also occur if the company pursues large
debt-financed acquisitions, materially increasing debt balances.
"Although unlikely, we could raise the rating if we believe the
company's financial sponsor owners would support debt levels
approaching 4x on a sustained basis, along with free operating cash
flow to debt consistently around 10%, and if we believed the
chances of the company re-leveraging beyond 5x were minimal."
RYDER MEMORIAL HOSPITAL: S&P Affirms 'CCC' Rating on 1994A Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'CCC' rating on Puerto Rico Industrial Medical &
Higher Education & Environmental Pollution Control Facilities
Finance Authority's series 1994A bonds, issued for Ryder Memorial
Hospital.
S&P said, "On April 21, 2020, we revised the outlook on Ryder's
debt outstanding to negative as part of a larger rating action on
speculative grade ratings in response to additional pressures from
the COVID-19 pandemic. The return to stable outlook reflects our
view of Ryder's improved operating performance and cash flow
through fiscal 2020 with very modest COVID-19 provider relief
funds, which we expect will continue as operations normalize
following repairs resulting from Hurricane Maria in 2017 and a
rebound in volumes following COVID-19. We also note that Ryder
received an additional $1.3 million in COVID-19 relief funds
following Sept. 30, 2020, which is not reflected in the financial
table, but lends further stability to operations. Furthermore, the
stable outlook reflects our view of Ryder's adequate though still
very light reserves, the hospital's continued timely debt service
payments, debt service reserve funds (DSRFs) to cover payments if
needed, and management's confirmation that no covenants have been
violated in fiscal 2020 with no expected issues in 2021.
"The rating reflects our view of Ryder's weakened operating and
financial profiles and ongoing uncertainty related to the
hospital's ability to return to full operations following the
devastating impact of Hurricane Maria in September 2017 and
COVID-19. Ryder required extensive repairs following the hurricane
and while the hospital received insurance proceeds to address the
repairs, operations have been negative though improving. Ryder
initially paid debt service through its DSRF after the hurricane,
but the hospital has paid through operations through fiscal 2020
and management does not indicate future payment issues. Management
and the trustee have also confirmed that Ryder has not violated
financial covenants that would result in an event of default and
the hospital does not anticipate violating covenants in fiscal 2021
as volumes are rebounding. We believe, however, that Ryder is
vulnerable to default given the volatility in the hospital's
operations and cash flow following the hurricane and reduced
utilization through COVID-19 in fiscal 2020, combined with the very
limited liquidity.
"The 'CCC' rating, by definition, indicates the obligation is
vulnerable to nonpayment. In our view, Ryder depends on favorable
business, financial, and economic conditions for it to meet its
financial commitment on the obligation. Should any of these
conditions worsen, the obligor will likely fail to meet its
financial commitment.
"We view Ryder's environmental risk as elevated compared with that
of sector peers as the hospital operates in an area susceptible to
hurricanes and it was catastrophically damaged by Hurricane Maria
in 2017, which drastically affected operations. We also view
Ryder's governance risk as somewhat elevated as the timing and
comprehensiveness of data received from management is not in line
with that of sector peers, although it does meet minimum
requirements. Finally, while we view Ryder's social risk as in line
with that of sector peers and we recognize the hospital has high
exposure to governmental payers. Furthermore, the core mission of
health care facilities is protecting the health and safety of
communities, which is further evidenced by responsibilities to
serve the potential COVID-19-related surge in patient demand. We
believe this exposes Ryder to additional social risks that could
present financial pressure in the short term, particularly if
revenues and other federal and state support are insufficient to
cover reduced utilization.
"We could lower the rating if Ryder cannot pay its upcoming debt
service payments or if Ryder violates covenants on the debt that
trigger an event of default. In addition, diminished liquidity
could result in a negative outlook or downgrade.
"We could revise the outlook to positive or raise the rating if
there is sustained improvement in financial performance, including
positive operating margins and adequate MADS coverage. We would
also view favorably improved unrestricted reserves and operational
liquidity as measured by days cash on hand."
SANITECH LLC: Gets Cash Collateral Access on Interim Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky,
Covington Division, has authorized Sanitech, LLC to use cash
collateral on an interim basis in the ordinary course of its
business until further Court order.
The Debtor is directed to file, as a supplement to its motion, a
budget that provides details about the Debtor's revenues and about
how the Debtor proposes to use the cash collateral.
A hearing on the Debtor's motion to use cash collateral is
scheduled for April 6, 2021 at 11 a.m. Objections are due April 2.
A copy of the order is available for free at https://bit.ly/3sru7CF
from PacerMonitor.com.
About Sanitech, LLC
Sanitech, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Ky. Case No. 21-20120) on February 22,
2021. In the petition signed by Patrick W. Dunn, member, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Tracey N. Wise oversees the case.
J. Christian A. Dennery, Esq., at Dennery PLLC is the Debtor's
legal counsel.
SAONA HOLDING: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Saona Holding LLC
1214 NW 137th Ter
Pembroke Pines, FL 33028-2335
Chapter 11 Petition Date: March 29, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 21-12880
Judge: Hon. Peter D. Russin
Debtor's Counsel: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N Andrews Ave Ste 450
Fort Lauderdale, FL 33301-1012
Tel: (954) 765-3166
E-mail: chad@cvhlawgroup.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jose D. Mejia, managing member.
A copy of the Debtor's list of six unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JKFTUEQ/Saona_Holding_LLC__flsbke-21-12880__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/JPTYZTQ/Saona_Holding_LLC__flsbke-21-12880__0001.0.pdf?mcid=tGE4TAMA
SC SJ Holdings: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of SC SJ Holdings, LLC and its affiliates.
The committee members are:
1. San Jose Water Company
Attn: Celeste Angelich
110 West Taylor Avenue
San Jose, CA 95110
Phone: 408-316-3017
Email: celeste@angelich@sjwater.com
2. Minibar North America, Inc.
Attn: Anthony J. Torano
7340 Westmore Road
Rockville, MD 20850
Phone: 301-354-5051
Email: tony.torano@minibar.com
3. Pacific Coast Trane Service
Attn: J.P. O'Connell
310 Soquel Way
Sunnyvale, CA 94085
Phone: 408-481-3600
Email: jpoconnell@trane.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
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.
SHILOH INDUSTRIES: Creditors' Committee Backs 2.6% to 3.6% Plan
---------------------------------------------------------------
SHL Liquidation Industries, Inc., et al., known as Shiloh
Industries, Inc., et al., prior to the sale of their assets,
submitted a First Amended Joint Plan of Liquidation and a
corresponding Disclosure Statement.
The Creditors' Committee has independently concluded that the Plan
is in the best interest of creditors and urges creditors to vote in
favor of the Plan.
Under the Plan, Class 3 Prepetition Credit Agreement Claims
totaling $242,725,726 will recover 50% to 53% of their claims.
Each Holder of an Allowed Prepetition Credit Agreement Claim will
receive, on account of its Class 3 Claim, its Pro Rata share of the
Class 3 Distributable Funds.
Class 4 General Unsecured Claims totaling $98,558,000 will recover
2.6% to 3.6%. Each Holder of an Allowed Claim in Class 4 will
receive its: (a) Pro Rata share of the Unencumbered Cash, unless
the Holder of an Allowed Class 4 claim is a Prepetition Lender, as
the Prepetition Lenders have waived their right to receive any
Distributions from the Unencumbered Cash; and (b) share of the
proceeds of any Shared Assets based upon any Contribution Split.
Attorneys for the Debtors:
DANIEL J. DEFRANCESCHI
PAUL N. HEATH
ZACHARY I. SHAPIRO
DAVID T. QUEROLI
RICHARDS, LAYTON & FINGER, P.A.
ONE RODNEY SQUARE
920 N. KING STREET
WILMINGTON, DELAWARE 19801
A copy of the First Amended Joint Disclosure Statement is available
at https://bit.ly/3w4k6xh from PacerMonitor.com.
About Shiloh Industries
Shiloh Industries, Inc., and its subsidiaries are global innovative
solutions providers focusing on lightweighting technologies that
provide environmental and safety benefits to the mobility markets.
On Aug. 30, 2020, Shiloh Industries and its subsidiaries sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-12024). The petitions were signed by Lillian
Etzkorn, authorized person.
The Debtors reported total consolidated assets of $664,170,000 and
total consolidated debt of $563,360,000 as of April 30, 2020.
The Debtors have tapped Jones Day and Richards, Layton & Finger
P.A. as their legal counsel; Houlihan Lokey Capital Inc. as
financial advisor, Ernst & Young LLP as restructuring advisor, and
Prime Clerk LLC as claims and noticing agent.
On Sept. 15, 2020, the United States Trustee appointed the
five-member official committee of unsecured creditors. The
committee selected Foley & Lardner LLP as its lead counsel, and
Morris James as Delaware counsel.
* * *
In November 2020, auto-parts supplier Shiloh Industries Inc. won
bankruptcy court approval to sell its business to a subsidiary of
MiddleGround Capital LLC for $218 million in cash, paving the way
for a consensual restructuring plan. Shiloh's estate will receive
up to $400 million in net value from the inclusion of assumed
contracts and liabilities in the deal, the company said.
SHILOH INDUSTRIES: To Seek Plan Confirmation on May 6
-----------------------------------------------------
SHL Liquidation Industries Inc., formerly known as Shiloh
Industries, and its Debtor Affiliates submitted the First Amended
Joint Disclosure Statement describing the First Amended Joint Plan
of Liquidation on March 25, 2021.
The Plan contemplates a liquidation of the Debtors and their
Estates and is therefore referred to as a "plan of liquidation."
The primary objective of the Plan is to maximize the value of
recoveries to Holders of Allowed Claims and to distribute all
property of the Debtors' Estates that is or becomes available for
distribution in accordance with the priorities established by the
Bankruptcy Code. The Debtors believe that the Plan accomplishes
this objective and is in the best interests of their Estates, and
therefore seek to confirm the Plan.
Class 2 consists of Other Secured Claims with $79,000 estimated
amount of claims and 100% recovery. Each Holder of an Allowed Other
Secured Claim will receive, from the Debtor Liquidating Trust and
at the sole and exclusive option of the Debtor Liquidating Trustee,
(a) Cash equal to the amount of such Claim; (b) the collateral
securing such Claim; (c) to the extent applicable, the same
treatment as Priority Tax Claims receive; or (d) satisfaction of
such Claim pursuant to such other terms and conditions as may be
agreed upon by the Debtor Liquidating Trustee and the Holder of
such Claim.
Class 3 consists of Prepetition Credit Agreement Claims with
$242,725,726 estimated amount of claims and 50%-53% recovery. Each
Holder of an Allowed Prepetition Credit Agreement Claim will
receive, on account of its Class 3 Claim, its Pro Rata share of the
Class 3 Distributable Funds.
Class 4 consists of General Unsecured Claims with $98,558,000
estimated amount of claims and 2.6%-3.6% recovery. Each Holder of
an Allowed Claim in Class Each Holder of an Allowed Claim in Class
4 will receive its: Pro Rata share of the Unencumbered Cash, unless
the Holder of an Allowed Class 4 claim is a Prepetition Lender, as
the Prepetition Lenders have waived their right to receive any
Distributions from the Unencumbered Cash; and share of the proceeds
of any Shared Assets based upon any Contribution Split.
Prior to the closing of the SAPA, Shiloh held directly or
indirectly 100% of the outstanding shares or interests of each of
the Other Debtors, and each of the Other Debtors directly or
indirectly owned and/or operated the Debtors' domestic and foreign
manufacturing facilities. Pursuant to the SAPA, the Debtors sold
their equity interests in any non-debtor affiliate of the Debtors
to the Buyer, except for the equity interests of Shiloh Industries
Italia S.R.L. On the Closing Date, the equity interests of Shiloh
Industries Italia S.R.L. were transferred to Debtor SHL Liquidation
International Inc.
The Bankruptcy Court has scheduled April 27, 2021 as the voting
deadline. The deadline to file objections to confirmation of the
Plan is April 27, 2021, at 4:00 p.m.
The Confirmation Hearing will commence on May 6, 2021, at 10 a.m.,
before the Honorable Laurie Selber Silverstein, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the
District of Delaware, 824 N Market St, Sixth Floor, Courtroom 2,
Wilmington, Delaware 19801.
Attorneys for Debtors:
DANIEL J. DEFRANCESCHI
PAUL N. HEATH
ZACHARY I. SHAPIRO
DAVID T. QUEROLI
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
About Shiloh Industries
Shiloh Industries, Inc., and its subsidiaries are global innovative
solutions providers focusing on lightweighting technologies that
provide environmental and safety benefits to the mobility markets.
On Aug. 30, 2020, Shiloh Industries and its subsidiaries sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-12024). The petitions were signed by Lillian
Etzkorn, authorized person.
The Debtors reported total consolidated assets of $664,170,000 and
total consolidated debt of $563,360,000 as of April 30, 2020.
The Debtors have tapped Jones Day and Richards, Layton & Finger
P.A. as their legal counsel; Houlihan Lokey Capital Inc. as
financial advisor, Ernst & Young LLP as restructuring advisor, and
Prime Clerk LLC as claims and noticing agent.
On Sept. 15, 2020, the United States Trustee appointed the five
member official committee of unsecured creditors. The committee
selected Foley & Lardner LLP as its lead counsel, and Morris James
as Delaware counsel.
* * *
In November 2020, auto-parts supplier Shiloh Industries Inc. won
bankruptcy court approval to sell its business to a subsidiary of
MiddleGround Capital LLC for $218 million in cash, paving the way
for a consensual restructuring plan. Shiloh's estate will receive
up to $400 million in net value from the inclusion of assumed
contracts and liabilities in the deal, the company said.
SPHERATURE INVESTMENTS: Melody Yiro Out as Committee Member
-----------------------------------------------------------
The U.S. Trustee for Region 6 disclosed in a notice filed with the
U.S. Bankruptcy Court for the Eastern District of Texas that as of
March 25, these creditors remain as members of the official
committee of unsecured creditors in the Chapter 11 cases of
Spherature Investments, LLC and its affiliates:
1. Christine Villar
FSP Legacy Tennyson Center, LLC
401 Edgewater Place, Suite 200
Wakefield, MA 01880
Phone: 781-557-1377
E-mail: Cvillar@fspreit.com
2. David Watson
9029 S. Yosemite #2303
Lone Tree, CO 80124
Phone: 507-312-0290
E-mail: Davewatson22@hotmail.com
3. Randy Hanson
iCentris
707 W. 700 S
Woods Cross, UT 84087
Phone: 801-383-3262
E-mail: Randy.hanson@iCentris.com
Melody Yiro was previously identified as member of the creditors
committee. Her name no longer appears in the new notice.
About Spherature Investments
Spherature Investments LLC and its affiliates sought Chapter 11
protection (Bankr. E.D. Texas Lead Case No. 20-42492) on Dec. 21,
2020. Its affiliates include WorldVentures Marketing, LLC, a
company that sells travel and lifestyle community memberships
providing a diverse set of products and experiences.
Spherature Investments estimated $50 million to $100 million in
assets and liabilities at the time of the filing.
The Hon. Brenda T. Rhoades is the case judge.
The Debtors tapped Foley & Lardner, LLP as their legal counsel and
Larx Advisors, Inc. as their restructuring advisor. Stretto is the
claims agent.
The U.S. Trustee for Region 6 appointed an official unsecured
creditors' committee on Jan. 22, 2021. The committee tapped
Pachulski Stang Ziehl & Jones, LLP as its legal counsel and
GlassRatner Advisory & Capital Group LLC as its financial advisor.
STUDIO MOVIE: Reduces Debt on Bankruptcy Exit, Keeps Theaters Open
------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Studio Movie Grill Holdings
LLC is slashing debt and leaving a majority of its dine-in theaters
open, under a court-approved bankruptcy plan aimed at a return to
profitability.
The Dallas-based chain's Chapter 11 plan, approved Friday, March
26, 2021, calls for keeping open about 20 of 33 theater locations
and handing equity over to secured lenders led by Goldman Sachs.
The plan also cuts more than $100 million of funded debt and
infuses the company with $25 million of new liquidity.
The company expects to generate profit once audiences and diners
return to theaters following pandemic-related business shutdowns,
chief restructuring officer William Snyder said.
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 20-32633) on Oct. 23,
2020. Studio Movie Grill was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Law Offices of Frank J. Wright, PLLC, is the Debtors' counsel.
Donlin Recano is the claims agent.
TAPESTRY INC: Fitch Affirms 'BB' LT IDR & Alters Outlook to Stable
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Fitch Ratings has affirmed Tapestry Inc.'s ratings, including its
Long-Term Issuer Default Rating (IDR) at 'BB'. The Outlook is
revised to Stable from Negative.
Tapestry's ratings reflect significant business interruption
resulting from the coronavirus pandemic. Adjusted debt/EBITDAR
increased to approximately 4.5x in calendar 2020 from approximately
3.5x in calendar 2019 as EBITDA declined to approximately $815
million from approximately $1.24 billion in calendar 2019 on a
nearly 25% sales decline to $4.6 billion.
The Stabilization of Tapestry's Outlook follows improving operating
performance, including 7% revenue declines in the December 2020
quarter; quarterly EBITDA actually grew 7% on expense reductions.
These results improve Fitch's confidence in the company's ability
to reduce adjusted leverage to the low-4x as it laps
pandemic-affected periods.
Tapestry's ratings continue to reflect its strong brand positioning
at Coach (75% of segment EBITDA), and its leading market share
within the U.S. premium handbag and small leather goods market.
KEY RATING DRIVERS
Coronavirus Pandemic: The pandemic has severely impacted revenue
trajectories for retailers in categories like apparel and
accessories, which have suffered from mandated or proactive store
closures and weak traffic. Numerous unknowns regarding the pandemic
remain, including the timing of vaccine deployment, economic
conditions exiting the pandemic such as unemployment and household
income trends, the level and impact of ongoing government support,
and the effect on longer term consumer behavior.
Tapestry's calendar 2020 revenue declined approximately 23% to $4.6
billion, with EBITDA down over 30% to approximately $815 million
from calendar 2019. Results have shown good improvement since
trough levels, with December quarter revenue down 7% and EBITDA up
7% on strong cost controls and merchandising actions to protect
gross margin. The recovery has been led by Tapestry's primary brand
Coach (71% of fiscal 2020 revenue), whose revenue fell 3.5% in the
December 2020 quarter.
Fitch expects Tapestry to grow both revenue and EBITDA beginning in
its fiscal 3Q (ending March 2021) as it laps the onset of the
pandemic. Fitch projects fiscal 2021 (ending June 2021) revenue at
around $5.3 billion, with EBITDA in the $1.05 billion to $1.1
billion range; this compares to fiscal 2020 revenue of $5.0 billion
and EBITDA of approximately $740 million. Fiscal 2022 revenue and
EBITDA could be $5.6 billion and $1.15 billion, respectively, on a
continued recovery.
Like many retailers, during 2020 Tapestry accelerated a number of
internal actions to expand omnichannel initiatives, transition
marketing to digital platforms and streamline various processes to
improve corporate speed and agility. While early results are
promising in terms of cost reductions and new customer
acquisitions, the longer-term impact of these changes will be
determined over the next several years.
Leading Position in Competitive Industry: With its Coach ($4.3
billion pre-pandemic revenue) and Kate Spade ($1.4 billion
pre-pandemic revenue) brands, Tapestry is one of the largest global
handbag and accessory players. Coach is essentially tied with
Michael Kors (owned by Capri Holdings Limited) for leading market
share in the U.S. handbag market. Tapestry's scale relative to
smaller, less cash-generative competitors provides key benefits,
including a greater ability to invest in revenue-driving activities
like design, merchandise, and marketing.
Coach Brand Stabilized Pre-pandemic: The Coach brand demonstrated
stabilized operations prior to the pandemic. Over the past five or
so years, the company has undertaken a number of actions,
particularly in North America, to position the brand for long term
growth. Topline began to stabilize in fiscal 2016 and brand comps
generally trended in the 1% to 2% range from fiscal 2018 through
the end of calendar 2019.
Kate Spade's Topline Challenges: The Kate Spade brand (23% of
fiscal 2020 revenue) has experienced topline dislocation since its
acquisition by Tapestry for $2.4 billion, or 9x EBITDA, in July
2017. Comparable store sales fell 7% in both fiscal 2018 and fiscal
2019; Fitch expects topline weakness is the result of a combination
of incumbent brand challenges and Tapestry's efforts to reposition
the brand by elevating product quality and reducing both
promotional flash sales and its wholesale presence. Recent results
have remained relatively challenging, with September 2020 and
December 2020 quarter revenue down 21% and 13%, respectively,
weaker than the negative 9.4% and negative 3.5% seen at Tapestry's
flagship Coach brand.
Fitch expects the Kate Spade brand to show growth in calendar 2021
against weak results in 2020. However, its challenged pre-pandemic
trajectory could prevent Tapestry from returning revenue to its $6
billion calendar 2019 peak if its topline issues are not fully
addressed. In March 2021, the company announced a new creative
organizational structure at Kate Spade in which creative director
Nicola Glass is departing after just over three years in the role.
The announcement indicates brand changes are not yet complete.
Good Cash Flow: Tapestry's scale and strong EBITDA margins above
20% have allowed it to generate substantial cash flow, permitting
ample re-investment into business initiatives, with capital
intensity sustained around 5% and with FCF (after dividends)
margins averaging 4% from fiscal 2017 through fiscal 2019. After an
outflow of $180 million in fiscal 2020, Fitch expects FCF in fiscal
2021 to improve to approximately $800 million, the result of
rebounding EBITDA and the suspension of Tapestry's nearly $400
million dividend. FCF could return to the $300 million to $350
million range beginning fiscal 2022 assuming Tapestry resumes
paying its dividend and capex returns to its historical $250
million range from the projected $150 million level in fiscal
2021.
DERIVATION SUMMARY
Tapestry's 'BB' ratings reflect the significant business
interruption resulting from the coronavirus pandemic and changes in
consumer behavior, which have materially reduced sales of apparel
and accessories. Adjusted debt/EBITDAR (capitalizing leases at 8x)
increased to approximately 4.5x in the TTM ended December 2020 from
approximately 3.5x in the TTM ended December 2019 as EBITDA
declined to approximately $815 million from approximately $1.24
billion in calendar 2019 on a nearly 25% sales decline to $4.6
billion from $6.0 billion.
The Stabilization of Tapestry's Outlook is the result of its
improving operating performance, including a 7% revenue decline in
the seasonally important December 2020 quarter; EBITDA in the
quarter actually grew 7% on gross margin expansion and expense
reductions. These results improve Fitch's confidence in the
company's ability to reduce adjusted leverage to the low-4x, as
appropriate for its 'BB' rating, in the coming quarters as it laps
pandemic-affected periods.
Tapestry's ratings continue to reflect its strong brand positioning
at Coach, which generates over 75% of Tapestry's segment EBITDA,
and its leading market share within the U.S. premium handbag and
small leather goods market, albeit a market which is somewhat
exposed to fashion and brand risk.
Capri Holdings Limited's (BB+/Stable) ratings reflect the
significant business interruption resulting from the coronavirus
pandemic and changes in consumer behavior, which have materially
reduced sales of apparel and accessories. Adjusted debt/EBITDAR
(capitalizing leases at 8x) increased to approximately 4.8x in the
TTM ended December 2020 from approximately 3.9x in the TTM ended
December 2019 as EBITDA declined to approximately $682 million from
approximately $1.1 billion in calendar 2019 on a nearly 29% sales
decline to $4.1 billion from $5.7 billion.
Capri's ratings continue to reflect the company's longer-term
growth trajectory, strong positioning in the U.S. handbag and small
leather goods market, and efforts to deploy FCF toward debt
reduction. The rating also considers the fashion risk inherent in
the accessory and apparel space, illustrated by the Michael Kors
brand's topline weakness in recent years pre-pandemic.
Levi Strauss & Co. ('BB'/Negative Outlook) is of similar size and
profitability to Tapestry and competes in a space (clothing) that
is susceptible to fashion risk. Adjusted leverage increased to
approximately 6.0x in fiscal 2020 (ended November 2020) from 3.1x
in fiscal 2019. Adjusted leverage is expected to be in the
high-3.0x in fiscal 2021, assuming sales and EBITDA declines of
around 12% from fiscal 2019 levels. Increased confidence in Levi's
ability to achieve Fitch's projections and bring adjusted leverage
to under 4x would lead to a stabilization in Fitch's Ratings
Outlook.
Macy's ('BB'/Negative Outlook) adjusted leverage is expected to be
in the mid-4x range in 2021, assuming revenue of $19.7 billion, a
20% decline from 2019 levels, and EBITDA of approximately $1.3
billion. Leverage could return to the low 4x in 2022 assuming a
sustained topline recovery, EBITDA close to $1.5 billion and
further debt paydown, with $450 million of debt maturing in January
2022.
Tempur Sealy International, Inc. ('BB'/Stable), operates within a
very different competitive environment and its ratings reflects its
leading market position as a vertically integrated global bedding
company with well-known, established brands across a wide variety
of price points offered through broad distribution channels. The
ratings are tempered by the single-product focus in a highly
competitive, fragmented market that is exposed to potential
pullbacks in discretionary consumer spending during periods of
macroeconomic weakness. Fitch expects the company's capital
allocation over the medium to longer term will be focused on
capital investments, bolt-on acquisitions and shareholder returns
while maintaining its net debt/EBITDA between the range of
2.0x-3.0x. Tempur Sealy's net leverage calculation is comparable to
Fitch's gross leverage calculation and equates to 3.0x-4.0x on
Fitch's adjusted debt/EBITDAR calculation.
KEY ASSUMPTIONS
-- Fitch projects Tapestry's calendar 2021 revenue could expand
approximately 20% to $5.6 billion from depressed 2020 levels,
although remain below calendar 2019 revenue of approximately
$6.0 billion. Fiscal 2021 (ending June 2021) revenue could
expand 6.6% to $5.3 billion, inclusive of a 53rd week. Revenue
growth could trend in the mid-single digits in fiscal 2022 as
traffic and interest in apparel and accessories continues to
rebound. Beginning fiscal 2023, Tapestry could resume low
single digit topline growth.
-- EBITDA in fiscal 2021 could rebound toward $1.1 billion from a
trough of $738 million in fiscal 2020 and $1.3 billion in
fiscal 2019. Tapestry has benefited from gross margin
enhancing efforts and strong expense control, which has offset
some of the topline decline experienced from the pandemic.
EBITDA in the December 2020 quarter grew 7% compared with the
prior year. Beginning fiscal 2022, EBITDA growth could mirror
revenue growth, with margins sustained around 20.5%, slightly
below the 21.5% recorded in fiscal 2019.
-- FCF in fiscal 2021 could improve to $800 million from an
outflow of $180 million in fiscal 2020, benefitting from
EBITDA growth and the suspension of Tapestry's nearly $400
million dividend. Fitch projects FCF in the $300 million to
$350 million range beginning 2022, assuming Tapestry resumes
paying its dividend at pre-pandemic levels. FCF could be
directed toward share repurchases or growth investments.
-- Adjusted debt/EBITDAR, which was 3.3x in fiscal 2019, climbed
to 5.4x in fiscal 2020. Adjusted leverage moderated to
approximately 4.5x in the TTM ending December 2020 on EBITDA
growth and repayment of Tapestry's proactive revolver draw.
Adjusted leverage could moderate further to the 3.6x-3.7x
range beginning fiscal 2021 on EBITDA growth.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- A positive rating action could result from EBITDA growth
toward $1.2 billion, which would yield total adjusted
debt/EBITDAR (capitalizing rent at 8x) sustaining in the high
3x range.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A negative rating action could result from ongoing weak
operating trends, yielding EBITDA in the $900 million range
and consequently adjusted debt/EBITDAR (capitalizing rent at
8x) sustained above the low-4x range.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
As of December 26, 2020, Tapestry had approximately $2.35 billion
in total liquidity, consisting of $1.65 billion in cash and
short-term investments and $700 million in borrowing capacity on
its $900 million unsecured revolver maturing October 2024. The
company drew $700 million on its revolver in March, 2020 as a
proactive measure at the start of the pandemic. Tapestry paid down
$500 million of these borrowings during the quarter ending December
26, 2020, and paid down the remainder of borrowings on January 25,
2021. The company's debt structure includes three tranches of
unsecured notes totalling $1.6 billion including a $400 million
tranche maturing in 2022 and two tranches of $600 million maturing
in 2025 and 2027. Fitch expects Tapestry will refinance these notes
maturities although the company could use cash on hand and FCF to
reduce debt as the notes mature.
The company suspended its regular quarterly dividend effective the
June 2020 quarter and suspended its share repurchase program in
April 2020. Fitch expects Tapestry could resume both its dividend
and share repurchase programs in fiscal 2022.
RECOVERY CONSIDERATIONS
Fitch does not employ a waterfall recovery analysis for issuers
assigned ratings in the 'BB' category. The further up the
speculative-grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes. Fitch
assigned a 'BB/RR4' to Tapestry's senior unsecured revolving credit
facility and unsecured notes.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA is adjusted to add back non-cash
stock based compensation and exclude non-recurring charges. For the
year ending, June 27, 2020, Fitch added back $53 million in stock
based compensation, $28.5 million in ERP Implementation expenses,
$33.4 million in integration costs, $840.3 million in impairment
charges, and $87.0 million in acceleration program charges to
EBITDA. Fitch has adjusted the historical and projected debt by
adding 8x annual gross rent expense.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
THAKORJI INC: Unsecured Creditors Will be Paid 25% Under Plan
-------------------------------------------------------------
Thakorji, Inc., d/b/a Comfort Suites Stonecrest, filed a Chapter 11
Plan and a Disclosure statement.
The Debtor operates a single hotel known as Comfort Suites
Stonecrest. The Hotel is located at 7900 Mall Ring Road in
Stonecrest, Georgia, and was formerly in Lithonia, Georgia, until
Stonecrest received its own charter in 2016.
The Plan treats claims as follows:
* Class A: Allowed Secured Claims of Oconee State Bank. Oconee
State Bank will be paid $25,000.00 on the twentieth day of each
month through March of 2022, with a step increase to $30,000 on the
20th day of April 2022, and an additional step increase to $36,800
beginning on the 20th day of October 2022.
* Class C: Allowed claim of Choice Hotels International for the
cure of pre-petition franchise. Choice Hotels International will be
paid $45,742.49 on the Effective Date.
* Class D: Administrative Convenience Claims: General unsecured
claimants will be paid 25% of their allowed claims.
* Class E: General Unsecured Claims. Allowed general unsecured
claims will be paid 25% of their allowed claims from the Plan
Funding Pool, with pro-rata monthly distributions of $4,000.00
commencing after payment of Class D Secured claims, with monthly
distributions increasing to $7,000.00 commencing upon the payment
of the Georgia Department of Revenue priority tax claim.
* Class F: Equity Interests. Equity Interests will retain their
respective interests, but will be prohibited from taking any
distributions from the Reorganized Debtor until such time as all of
the other administrative, priority, and unsecured claims in this
Plan have been paid in the amounts and manner provided in this
Plan.
The Plan will be funded from (1) funds accrued during this Chapter
11 Case and (2) future income derived from the Hotel.
Attorneys for Debtor:
Danowitz Legal, PC
1640 Powers Ferry Road
Building 24, Suite 350
Marietta, GA 30067
Tel: 770-933-0960
A copy of the Disclosure Statement is available at
https://bit.ly/31q31zG from PacerMonitor.com.
About Thakorji Inc.
Thakorji, Inc., is a single asset real estate as defined in 11
U.S.C. Section 101(51B). It owns a hotel located at 7910 Mall Ring
Road, Lithonia, Ga.
Thakorji filed a voluntary Chapter 11 petition (Bankr. N.D. Ga.
Case No. 18-70018) on Nov. 30, 2018. At the time of the filing,
the Debtor disclosed assets of between $1 million and $10 million
and liabilities of the same range. Judge Sage M. Sigler oversees
the case. Danowitz Legal, P.C. serves as Debtor's legal counsel.
TRI MECHANICAL: Unsecureds Will Get 40% in 5 Years in Trustee Plan
------------------------------------------------------------------
Thomas E. Springer, the appointed trustee in the chapter 11 case of
Debtor Tri Mechanical, LLC, filed a Disclosure Statement describing
Plan of Reorganization dated March 25, 2021.
Debtor suffered decreased revenues, which it believes was the
result of several former employees who diverted customers to
competing businesses. The Debtor obtained numerous high interest
loans from several receivables lenders. These creditors were
drawing money daily from the Debtor's bank account, and as a result
of draws, the Debtor was unable to pay its debts on a timely basis.
Debtor filed the current Chapter 11 petition to stop the daily
draws from high interest lenders and reorganize its affairs.
On October 19, 2020, Thomas E Springer was appointed as Chapter 11
Trustee and continues to serve in that capacity. The Debtor's
business has been generally profitable since the bankruptcy
petition was filed. The Debtor believes that its profitability will
continue to increase after it exits bankruptcy, as evidenced by its
projections.
Class 1 consists of the Secured Claim of Byline Bank. Byline Bank
filed a secured claim in the amount of $141,349.87, with the
remaining amounts owing being classified as unsecured. The secured
portion of the claim will be paid in full over 60 months with 8.25%
interest at the rate of 2,882.00 per month. Class 1 is impaired.
Class 2 consists of the Unsecured Claim of Byline Bank. Class 2
consists of the unsecured portion of the claim filed by Byline
Bank, totaling $1,281,017.34. Byline Bank will be paid 40% of its
unsecured claim at the rate of $8,540.00 per month for a period of
60 months. Class 2 is impaired.
Class 3 consists of the Secured Claims Paid as Unsecured Claims.
This class consists of various lenders who recorded UCC liens prior
to the Petition Date, but whose security interests are subordinate
to that of Byline Bank. The creditors in Class 3 are being paid as
entirely unsecured and shall release their UCC liens upon
completion of all plan payments. The total amount due to these
creditors is $704,072.00. Class 3 creditors shall be paid 40% of
their claims at the rate of $4,693.81 per month for a period of 60
months. Class 3 is impaired.
Class 4 consists of trade creditors with general, unsecured
non-priority claims. The total amount due to these unsecured
creditors is $294,965. Unsecured creditors will be paid 40% of
their claims at the rate of $1,973 per month for a period of 60
months. Class 4 is impaired.
Existing equity will be canceled. New equity holds to be
determined based upon an auction of the stock in the reorganized
entity. The Post Confirmation ownership of the Debtor will be
dependent upon the successful purchaser of the stock in the
reorganized Debtor at an auction to be conducted on the terms and
conditions.
Payments and distributions under the Plan will be funded by the
continuing Operations of the Debtor. Debtor shall act as the
disbursing agent under the Plan.
A full-text copy of the Disclosure Statement dated March 25, 2021,
is available at https://bit.ly/3lZvWEr from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Thomas E. Springer, Esq.
Joshua D. Greene, Esq.
SPRINGER LARSEN GREENE, LLC
Wheaton Office Center
300 S. County Farm Road, Ste. G
Wheaton, IL 60187
Telephone: (630) 510-0000
E-mail: jgreene@springerbrown.com
About Tri Mechanical
Tri Mechanical LLC is a full-service contracting company that
provides design and build services, equipment, installations,
replacement and upgrade of current systems, and retrofitting
services.
Tri Mechanical sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 20-11762) on May 31, 2020. The petition was signed by Rodd
Duff, manager. At the time of the filing, Debtor disclosed total
assets of $157,155 and total liabilities of $2,551,893. Judge
Jacqueline P. Cox oversees the case. David P. Lloyd, Esq. is
Debtor's legal counsel.
On October 19, 2020, Thomas E. Springer was appointed as trustee in
this chapter 11 case. Joshua D. Greene and the law firm of Springer
Larsen Greene, LLC serve as his attorneys.
UNIVERSAL TOWERS: Monarch Buys Crowne Plaza Orlando
---------------------------------------------------
Ingrid Tunberg of GlobeSt.com reports that Monarch Alternative
Capital LP has reached an agreement to purchase the 400-room,
Crowne Plaza Orlando Universal Boulevard hotel in Orlando, FL.
The hotel was auctioned by Universal Towers Construction Inc.
through a Section 363 sale process, as part of the Debtor's Chapter
11 restructuring.
The full-service, upscale hotel first opened in 2002 and generated
consistent class flow, prior to the pandemic.
Monarch Alternative Capital intends to provide additional capital
to upgrade the hotel, upon closing, which is anticipated for early
May 2021.
Located in the city's International Drive submarket, near
attractions and destinations, such as Universal Orlando Resort, the
Orange County Convention Center, SeaWorld and the Orlando
International Premium Outlets.
"The Crowne Plaza Orlando acquisition exemplifies our strategy of
investing opportunistically in dislocated and distressed situations
across asset classes, and increasingly in real estate, where we
believe there are attractive investment opportunities," states Ian
Glastein, managing principal at Monarch Alternative Capital.
Glastein adds, "Our belief in the potential of this unique property
reflects the strength of its location and our ability to introduce
a new business plan to maximize the value of the hotel going
forward. The opportunity in hospitality, caused by the temporary
but deep disruption of many properties during COVID-19, is just
beginning to emerge and is expected to increase tremendously over
the coming months."
The firm plans to operate the property in partnership with a
management company.
About Universal Towers Construction
Universal Towers Construction, Inc., owns the 400-room Crowne Plaza
Hotel located at 7800 Universal Blvd., Orlando, Fla.
Universal Towers Construction filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-03799) on July 3, 2020. Lis R. Oliveira-Sommerville, president
of Universal Towers, signed the petition.
At the time of the filing, the Debtor was estimated to have $10
million to $50 million in both assets and liabilities.
Eric S. Golden, Esq., at Burr & Forman LLP, serves as the Debtor's
legal counsel.
WATERBRIDGE MIDSTREAM: Fitch Lowers IDR to 'B-', On Watch Negative
------------------------------------------------------------------
Fitch Ratings has downgraded WaterBridge Midstream Operating, LLC's
(WBR) Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'.
Additionally, Fitch has downgraded WBR's senior secured term loan
to 'B'/'RR3' from 'B+'/'RR3'. WBR's ratings have been placed on
Rating Watch Negative.
The downgrade reflects the slow recovery of water volumes on its
system during 2H20 from the 2Q20 bottom, and volume and EBITDA
levels, which remain materially below pre-coronavirus levels. The
significant headwinds faced by the business in 2020 reversed the
company's deleveraging path, reduced the company's FFO fixed charge
coverage, and brought 2020 YE financial metrics significantly
outside of Fitch's negative sensitivities. The Rating Watch
Negative reflects WBR's limited financial flexibility in the
context of the changing outlook for volume and production growth on
its Delaware basin acreage. The currently supportive price
environment is somewhat tempered by WBR's producer customers
guiding to a renewed focus on FCF generation over production
growth.
KEY RATING DRIVERS
Weakening Financial Metrics: WaterBridge's leverage spiked and
fixed charge coverage fell in 2020 as the weak commodity price
environment weighed on crude oil production volumes across its
acreage. The company's leverage as of YE 2020 was just under 10.0x
and FFO fixed charge coverage was approximately 1.3x, well outside
of Fitch's negative sensitivities of 7.0x and 2.0x, respectively.
Produced water volumes on WBR's system dropped precipitously in
2Q20 and only partially recovered from those lows during the second
half of the year. The company did not share in the recovery seen in
other Permian basin gathering peers as the commodity price
environment improved.
Fitch expects WBR's leverage to remain elevated and be in the 9.5x
to 10.0x range at YE 2021. Leverage and coverage are expected to
improve slowly through the forecast as volumes and production
levels regain their growth trajectory and the outlook for Delaware
basin production improves. The Rating Watch will evaluate interim
period EBITDA and coverage metrics, as well as other drivers for
the business.
Volumetric Risk: The outlook for Delaware basin production growth
shifted in 2020 as the uncertain demand environment weighed on
hydrocarbon production forecasts and producers significantly scaled
back capex programs. Fitch expects volume growth on WBR's system in
the southern Delaware to remain sluggish while its producer
customers prioritize FCF generation over production growth. Volumes
on the Arkoma system are highly sensitive to changes in drilling
economics in the region and Fitch expects those volumes to remain
volatile through the forecast. While a rebound in volume growth is
expected in the medium term, near-term volumetric risk is
significant due to the high growth expectations that underpinned
the deleveraging trajectory through the forecast period.
Counterparty Risk: WaterBridge's customer profile is modestly
diverse, but sporadic in terms of credit worthiness. Trinity
Operating (Private, NR), a wholly owned subsidiary of NextEra
Energy, Inc. (A-/Stable), is WBR's largest customer by acreage
dedication. WBR's largest customer by 2020 volumes was Concho
Resources (CXO, WD) who was acquired by ConocoPhillips (COP,
A/Stable) in 2020. Noble Energy (NBL, WD) is another material
customer that was acquired in 2020. While COP and Chevron (CVX,
NR), the respective acquiring entities, are generally considered to
be better credit quality counterparties than the entities they
acquired, they also have larger and more diverse acreage
portfolios. Increased producer flexibility brings additional risk
that production efforts may be focused elsewhere and growth is
slower within WBR's acreage than it would have been otherwise. Many
of the company's other customers are small exploration and
production (E&P) companies that are either private or high-yield
issuers. Fitch views WBR's counterparty risk as being relatively
high.
Limited Scale & Size: WaterBridge is a water midstream/solutions
provider that operates predominantly in the southern Delaware
region of the Permian basin, with a small percentage of operations
in the Arkoma basin in Oklahoma. Given the predominant single basin
focus and lack of business line diversity, WaterBridge possesses
outsized sensitivity to a slow-down in Delaware basin production as
materialized in 2020. The company is expected to generate annual
EBITDA less than $200 million in the near term. Generally, Fitch
views small-scale, single-basin-focused midstream service providers
with high geographic, customer, and business line concentration as
being consistent with the 'B-' rating level.
Supportive Sponsor: WaterBridge's sponsors, Five Point and GIC have
been, and are expected to remain supportive of WBR's credit
profile. WBR completed several acquisitions in 2019 and funded them
with a combination of common equity and preferred equity that sits
at the sponsor level. The sponsors continued to support WBR through
2020 and injected over $68 million of equity through the year to
help the company manage through the downturn and achieve strategic
goals.
DERIVATION SUMMARY
WaterBridge's leverage is expected to remain high in the near term.
Leverage at the end of 2021 is expected to be in the 9.5x to 10.0x
range. Similarly located single basin Permian gathering and
processing companies generally saw a stronger rebound in their
system volumes during 2H20 than did WBR. Relative to Permian peers
BCP Raptor, LLC (B-/Negative) and BCP Raptor II, LLC (B-/Negative),
WBR's leverage was higher as of YE 2020. Fitch expects that WBR's
deleveraging pace will continue to lag behind its peers as volume
growth remains sluggish. WaterBridge's size and scale is larger
than its Permian focused gas gathering and processing peer Navitas
Midstream Midland Basin, LLC (B/Stable). However, Navitas saw
significant volume growth on its system in 2020 and Fitch expects
its 2021 YE leverage to be just under 6.0x.
WaterBridge is somewhat unique in the midstream sector in that it
is a pure play water solutions business. The only other Fitch rated
midstream company with a significant water solutions focus is
Rattler Midstream, LP (Rattler, BB+/Stable). Rattler's standalone
credit profile is stronger than WBR due to its strategic
integration with its IG parent (Diamondback, BBB/Stable), its
larger size and scale, and its significantly more robust financial
metrics which drives the difference in the ratings. WaterBridge's
midstream industry peers are more traditional midstream entities
engaged in crude oil gathering, or gas gathering & processing. The
company's early mover presence in the independent water solutions
space offers it some competitive advantages through its large
southern Delaware system footprint and strong customer
relationships.
KEY ASSUMPTIONS
-- Fitch base case WTI assumption of $55/bbl in 2021, moving to a
$50 long-term price assumption.
-- Production volume growth is somewhat muted in 2021 and
continues to grow through the forecast; No new acreage
dedications or new producer customers assumed.
-- Deleveraging aided by term loan amortization (1% per annum)
and debt repayment under excess cash flow sweep.
-- Capex spending in line with management's expectations,
-- Libor rates remain generally consistent with Fitch's base case
Global Economic Outlook expectations for U.S. interest rates.
-- The recovery analysis assumes that WaterBridge would be
considered a going-concern in bankruptcy. Fitch has assumed a
10% administrative claim (standard). The going-concern EBITDA
estimate of $121 million reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which we
base the valuation of the company. The going concern EBITDA is
approximately $30 million lower than Fitch's previous going
concern estimate which reflects a revised outlook for
stabilized production levels on WBR's acreage. As per
criteria, the going concern EBITDA reflects some residual
portion of the distress that caused the default;
-- Fitch used a 6x EBITDA multiple to arrive at WBR's going
concern enterprise value. The multiple is in line with recent
reorganization multiples in the energy sector. There have been
a limited number of bankruptcies and reorganizations within
the midstream space, but bankruptcies at Azure Midstream and
Southcross Holdco had multiples between 5x and 7x by Fitch's
best estimates. In Fitch's bankruptcy case study report
"Energy, Power and Commodities Bankruptcies Enterprise Value
and Creditor Recoveries," published in April 2019, the median
enterprise valuation exit multiplies for 35 energy cases for
which this was available was 6.1x, with a wide range of
multiples observed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- The Rating Watch Negative may be resolved to a Stable Outlook
in the event that volume and preliminary financial results
through August indicate that FFO fixed charge coverage will be
meaningfully higher than 1.5x;
-- Leverage (total debt with equity credit/operating EBITDA) at
or below 7.0x on a sustained basis would warrant an upgrade;
-- FFO fixed charge coverage above 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch would take a negative rating action should the 1.1x debt
service coverage ratio (DSCR) covenant be breached;
-- FFO fixed charge coverage below 1.5x;
-- Declining volumes expected across WaterBridge's acreage, as
evidenced by a moderation in daily volumes through its system;
-- Meaningful deterioration in counterparty credit quality or a
significant event at a major counterparty that impairs cash
flow.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Limited: As of Dec. 31, 2020, WBR had approximately $21
million of liquidity consisting entirely of cash on hand. The
company has a super-senior revolving credit facility maturing in
2024. The revolver has a springing net leverage covenant of 5.0x
with any incremental draw, which effectively eliminates the
company's ability to draw on it in the near term. Fitch expects
that WBR would be able to fund its cash needs through a combination
of operating cash flow and cash on hand but would likely require
sponsor support to maintain adequate liquidity while undertaking a
material growth project or acquisition.
WaterBridge's primary cash obligation is the interest payment on
its $1 billion senior secured TLB that matures in 2026. The term
loan requires a DSCR covenant threshold of 1.1x, and standard
mandatory amortization of 1% per annum. The term loan also includes
a 100% excess cash flow sweep stepping down to 50% at 4.5x first
lien net leverage ratio and 0% if the ratio is below 3.5x. The
company was in compliance with its financial covenants as of YE
2020. Fitch expects WaterBridge to maintain compliance with its
covenants through the forecast period.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch included existing preferred securities in its debt
calculations and assigned them 0% equity credit.
ESG Considerations:
WaterBridge has an ESG Relevance Score of '4' for Group Structure
and Financial Transparency as private-equity backed midstream
entities typically have less structural and financial disclosure
transparency than publicly traded issuers. This has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors. Group structure considerations have
elevated scope for WaterBridge due to related party transactions
with affiliate companies.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
WEST DEPTFORD: S&P Lowers Rating on Sr. Secured Term Loan B to 'B+'
-------------------------------------------------------------------
S&P Global Ratings lowered its rating on West Deptford Energy
Holdings LLC's (WDE) senior secured term loan B and credit facility
to 'B+'. The '2' recovery rating is unchanged, reflecting its
estimation of higher projected debt levels at default and
indicating its expectation for substantial (70%-90%; rounded
estimate: 75%) recovery in a default scenario.
The negative outlook reflects S&P's view that WDE could continue to
face a soft market environment and pricing fundamentals that will
pressure debt service coverage ratios and lower potential cash
sweeps.
WDE is a 744-megawatt (MW) combined-cycle natural gas-fired power
plant in Gloucester County, N.J. It dispatches into the Eastern
Mid-Atlantic Area Council (EMAAC) zone of the PJM Interconnection.
The project is owned by LS Power Group (17.8%), Marubeni Corp.
(17.5%), Kansai Electric Power Co. Inc. (17.5%), ULLICO Group
(14.5%), Arctic Slope Regional Corp. (11.6%), Prudential & Lincoln
(11.1%), and Sumitomo Corp. (10%).
West Deptford underperformed in 2020 and continues to lag our debt
paydown expectations. The project did not perform according to our
expectations for 2020 and experienced severe erosion of energy
margin due to the impacts of the mild 2019/2020 winter and the
demand destruction caused by the coronavirus, as well as the
revenue put expiration (which provided some energy margin
protection), and lower capacity factors due to the Regional
Greenhouse Gas Initiative (RGGI). Specifically for 2020, lower
realized price expectation and lower capacity factors have resulted
in lower-than-expected cash flow available for debt service
(CFADS), lower cash flow sweep, and a higher expected debt balance
at year end than was previously projected. Relative to S&P's prior
analysis, it now projects a higher outstanding balance at
refinancing of $360 million-$370 million for the term loan B than
its previous expectation of $290 million-$300 million, and higher
debt service costs in the post-refinance period.
WDE's revenue put expiration leaves the project fully exposed to
merchant forces, while capacity payments could face some upside.
The project continues to benefit from its location in the EMAAC
region, where current capacity prices are at a premium compared to
the rest of the RTO. S&P said, "We continue to foresee a separation
for EMAAC from the RTO for the 2022-2023 delivery year, with a
similar or higher premium than the RTO because of lower capacity
emergency transmission limits and higher load forecasts. Pricing is
somewhat uncertain with the upcoming Base Residual Auction (BRA)
compared to our current assumptions. As a result, we expect EMAAC
prices of $145-$150 per MW/day in the 2022-2023 and 2023-2024
delivery year capacity auctions, increasing 2% in all future
periods. A material deviation of capacity prices post-auction could
pose a risk to the project's capacity revenues, which help mitigate
its more volatile energy margin. However, in our opinion, with
Pennsylvania being slated to join RGGI in the coming year could
provide some uplift to West Deptford's margins. Our expectation is
that plants in Pennsylvania currently not subject to the increased
emissions costs to which plants in RGGI signatory states are
subjected will begin to embed the additional emission cost via
higher daily bids into the energy market." This should benefit
newer and more efficient plants with lower heat rates in both New
Jersey and Pennsylvania. WDE has also engaged in spark spread
hedges to partially support its energy margin over the next year.
S&P said, "We expect the project's performance to remain soft in
2021 similar to 2020 performance. We continue to expect WDE's
energy margins and spark spreads will remain weak in 2021, based on
somewhat depressed forward energy price curves. New Jersey
rejoining the RGGI program in January 2020 has resulted in
incremental variable costs for carbon dioxide emissions for
numerous power generation facilities, including WDE, which will
hamper already-pressured energy margins. While capacity, ancillary,
and other contracted revenue provide good visibility to a large
portion of WDE's cash flow, energy margin makes up the rest, and is
subject to significant price volatility. We currently forecast WDE,
along with similar merchant energy generators, will realize spark
spreads in the mid- to high-single-digits per MW in 2021 and into
2022 as power markets gradually recover. In our base case, we now
expect WDE to generate a debt service coverage ratio (DSCR) around
1.16x for 2021 and above 1.3x for next few years. Our expectation
that operational cash flows from the project will sufficiently
cover debt service assumes reduced cash sweeps in the near term. We
anticipate CFADS of $30 million-$35 million and a modest sweep of
about $3 million-$5 million in 2021. We also expect the project's
near-term debt service costs to be somewhat lower than we
previously forecast because of persistently low LIBOR forward
rates.
"We assume the term loan B will be refinanced at maturity in 2026
with a sculpted repayment profile and anticipate that it will be
fully repaid in 2040 (based on a useful asset life through 2045).
We will continue to monitor market developments and the project's
performance during over the next several quarters."
S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."
S&P said "The negative outlook reflects our view that WDE will
dispatch in the 45%-55% area over the next several years while
maintaining high availability factors. We forecast a DSCR of 1.16x
for 2021, which is also the minimum over the asset's life. We
expect DSCRs to improve in 2022 and beyond for the asset's life,
ranging from 1.2x-1.4x. We also expect that the project will sweep
minimal cash through year-end 2021, increasing thereafter to around
$10 million annually.
"We could consider lowering our rating if the project continues to
sweep less cash than expected before maturity such that its
expected DSCRs consistently fall below 1.2x over the assumed
refinance tenor. This would likely be caused by further mild
weather, continued market impacts due to COVID, or unplanned
operational outages that lead to a higher level of debt outstanding
at maturity. We could additionally consider lowering our rating if
the capacity prices established in the upcoming Base Residual
Auction for PJM are materially lower than expected such that
capacity margins erode.
"While we consider an upside scenario to be unlikely in the near
term, we could raise our rating if the project's minimum DSCR
increases to above 1.35x in our base case, including the
refinancing period, and if the project delevers through its cash
flow sweep mechanism over the next several quarters. This could
stem from improved operational performance, combined with a strong
secular rebound in power and capacity prices in the PJM EMAAC
zone."
YC FERNLEY: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: YC Fernley Hotel LLC
5851 S. Virginia Street
Reno, NV 89502
Business Description: YC Fernley Hotel LLC owns and operates a
hotel.
Chapter 11 Petition Date: March 29, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-52543
Debtor's Counsel: David L. Bury, Jr., Esq.
STONE & BAXTER, LLP
577 Mulberry Street, Suite 800
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
E-mail: dbury@stoneandbaxter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Baldev Johal, managing member and
authorized party.
The Debtor listed Access Point Financial, LLC as its sole unsecured
creditor holding an unknown amount of claim.
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/W2KOMYQ/YC_Fernley_Hotel_LLC__ganbke-21-52543__0001.0.pdf?mcid=tGE4TAMA
[*] Wash. Bankruptcy Court Okays Exculpation, Release Provisions
----------------------------------------------------------------
Mark G. Douglas and Dan B. Prieto of Jones Day wrote an article on
Lexology titled "Washington Bankruptcy Court Approves Chapter 11
Plan Exculpation and Release Provisions."
There is longstanding controversy concerning the validity of
release and exculpation provisions in non-asbestos trust chapter 11
plans that limit the potential exposure of various parties involved
in the process of negotiating, implementing and funding the plan.
The U.S. Bankruptcy Court for the Eastern District of Washington
recently contributed to the extensive body of case law addressing
these issues in In re Astria Health, 623 B.R. 793 (Bankr. E.D.
Wash. 2021). The court ruled that the Bankruptcy Code did not
prohibit and, instead, authorized a chapter 11 plan to include a
plan exculpation clause and voluntary nondebtor releases. Its
reasoning could signal that courts in the Ninth Circuit may be less
hostile to such provisions than in the past.
Releases v. Exculpation Clauses
Releases can provide for the relinquishment of both prepetition and
postpetition claims belonging to the debtor or nondebtor third
parties (e.g., creditors) against various nondebtors. Exculpation
clauses, by contrast, specify the scope of, or the standard of care
governing, an exculpated party's liability (e.g., ordinary
negligence, gross negligence or willful misconduct) for conduct
during the course of the bankruptcy case. See In re Murray
Metallurgical Coal Holdings, LLC, 2021 WL 105622, *40 (Bankr. S.D.
Ohio Jan. 11, 2021); In re Friedman's, Inc., 356 B.R. 758, 764
(Bankr. S.D. Ga. 2005); see also Blixseth v. Credit Suisse, 961
F.3d 1074, 1084 (9th Cir. 2020) (distinguishing releases and
exculpation clauses). Both releases and exculpation clauses have
become common features of chapter 11 plans, but nondebtor releases
are more controversial.
Validity of Chapter 11 Plan Releases and
Exculpation Clauses
It is generally accepted that a chapter 11 plan can release
nondebtors from claims of other nondebtor third parties if the
release is consensual. See generally Collier on Bankruptcy ¶
524.05 (16th ed. 2020) (citing cases). Such consensual releases are
commonly agreed upon by creditors in connection with their vote to
accept the plan. In addition, a plan that establishes a trust under
section 524(g) of the Bankruptcy Code to fund payments to asbestos
claimants can enjoin litigation against certain third parties
(e.g., entities related to the debtor or its insurers) alleged to
be liable for the debtor's conduct. See 11 U.S.C. § 524(g)(4).
The circuit courts of appeals are split as to whether a bankruptcy
court has the authority to approve chapter 11 plan provisions that,
over the objection of creditors or other stakeholders, release
specified nondebtors from liability or enjoin dissenting
stakeholders from asserting claims against such nondebtors. The
minority view, held by the Fifth and Tenth Circuits—and until
2020, arguably the Ninth Circuit (see below)—bans such
nonconsensual releases on the basis that they are prohibited by
section 524(e) of the Bankruptcy Code, which provides generally
that "discharge of a debt of the debtor does not affect the
liability of any other entity on, or the property of any other
entity for, such debt." See Bank of N.Y. Trust Co. v. Official
Unsecured Creditors' Comm. (In re Pac. Lumber Co.), 584 F.3d 229
(5th Cir. 2009); Resorts Int'l, Inc. v. Lowenschuss (In re
Lowenschuss), 67 F.3d 1394 (9th Cir. 1995); In re W. Real Estate
Fund, Inc., 922 F.2d 592 (10th Cir. 1990); see also Blixseth, 961
F.3d at 1083-84 (suggesting, contrary to Lowenschuss and other
previous rulings, that section 524(e) does not preclude certain
nondebtor plan releases of claims that are not based on the debt
discharged by the plan).
On the other hand, the majority of the circuits that have
considered the issue have found such releases and injunctions
permissible under certain circumstances. See SE Prop. Holdings, LLC
v. Seaside Eng'g & Surveying, Inc. (In re Seaside Eng'g &
Surveying, Inc.), 780 F.3d 1070 (11th Cir. 2015); In re Airadigm
Commc'ns, Inc., 519 F.3d 640 (7th Cir. 2008); In re Dow Corning
Corp., 280 F.3d 648 (6th Cir. 2002); In re Drexel Burnham Lambert
Grp., Inc., 960 F.2d 285 (2d Cir. 1992); In re A.H. Robins Co.,
Inc., 880 F.2d 694 (4th Cir. 1989). For authority, these courts
generally rely on section 105(a) of the Bankruptcy Code, which
authorizes courts to "issue any order, process, or judgment that is
necessary or appropriate to carry out the provisions of [the
Bankruptcy Code]." Moreover, as the Seventh Circuit held in
Airadigm, the majority view is that section 524(e) does not limit a
bankruptcy court's authority to grant such releases. Airadigm, 519
F.3d at 656 ("If Congress meant to include such a limit, it would
have used the mandatory terms 'shall' or 'will' rather than the
definitional term 'does.' And it would have omitted the
prepositional phrase 'on, or … for, such debt,' ensuring that the
'discharge of a debt of the debtor shall not affect the liability
of another entity'—whether related to a debt or not.").
Some courts have also relied on section 1123(b)(6) of the
Bankruptcy Code, which provides that a chapter 11 plan may "include
any other appropriate provision not inconsistent with the
applicable provisions of [the Bankruptcy Code]," as authority for
involuntary releases. See Airadigm, 519 F.3d at 657; In re Scrub
Island Dev. Grp. Ltd., 523 B.R. 862, 875 (Bankr. M.D. Fla. 2015).
The First and D.C. Circuits have suggested that they agree with the
"pro-release" majority that finds such provision permissible under
certain circumstances. See In re Monarch Life Ins. Co., 65 F.3d 973
(1st Cir. 1995) (a debtor's subsidiary was collaterally estopped by
a plan confirmation order from belatedly challenging the
jurisdiction of the bankruptcy court to permanently enjoin lawsuits
against the debtor's attorneys and other nondebtors not
contributing to the debtor's reorganization); In re AOV Indus., 792
F.2d 1140 (D.C. Cir. 1986) (a plan provision releasing liabilities
of nondebtors was unfair because the plan did not provide
additional compensation to a creditor whose claim against the
nondebtor was being released; adequate consideration must be
provided to a creditor forced to release claims against
nondebtors).
In In re Millennium Lab Holdings II, LLC, 945 F.3d 126 (3d Cir.
2019), the Third Circuit refrained from "broadly sanctioning the
permissibility of nonconsensual third-party releases in bankruptcy
reorganization plans," but, based on the "specific, exceptional
facts" of the case, upheld a lower court decision confirming a
chapter 11 plan containing nonconsensual third-party releases,
finding that the order confirming the plan did not violate Article
III of the U.S. Constitution.
Even courts in the majority camp acknowledge that nonconsensual
plan releases should be approved only in rare or usual cases. See
Seaside, 780 F.3d at 1078; Nat'l Heritage Found., Inc. v.
Highbourne Found., 760 F.3d 344, 347-50 (4th Cir. 2014); Behrmann
v. Nat'l Heritage Found., 663 F.3d 704, 712 (4th Cir. 2011); In re
Metromedia Fiber Network, Inc., 416 F.3d 136, 141-43 (2d Cir.
2005).
Majority-view courts employ various tests to determine whether such
releases are appropriate. Factors generally considered by courts
evaluating third-party plan releases or injunctions include whether
they are essential to the reorganization, whether the parties being
released have made or are making a substantial financial
contribution to the reorganization, and whether affected creditors
overwhelmingly support the plan. See Dow Corning, 280 F.3d at 658
(listing factors).
Exculpation provisions have generally been approved provided the
scope of the provisions is not overbroad. See, e.g., Murray
Metallurgical, 2021 WL 105622, at *42 (approving an exculpation
provision that extended protection to non-estate fiduciaries for
claims that might be asserted against them based on the
restructuring and also provided a carve-out for gross negligence,
intentional fraud and willful misconduct; extension of the
provision to acts and omissions occurring prepetition was not
overly broad); In re Aegean Marine Petroleum Network Inc., 599 B.R.
717, 721 (Bankr. S.D.N.Y. 2019) (noting that "an appropriate
exculpation provision should say that it bars claims against the
exculpated parties based on the negotiation, execution, and
implementation of agreements and transactions that were approved by
the Court").
In Blixseth, the Ninth Circuit held that nothing in the Bankruptcy
Code—including section 524(e)—precludes plan exculpation
clauses, and that such clauses may be approved under sections
105(a) and 1123(b)(6). In so ruling, the court wrote:
Section 524(e) establishes that "discharge of a debt of the debtor
does not affect the liability of any other entity on … such
debt." … In other words, "the discharge in no way affects the
liability of any other entity … for the discharged debt."… By
its terms, § 524(e) prevents a bankruptcy court from extinguishing
claims of creditors against non-debtors over the very debt
discharged through the bankruptcy proceedings.
* * *
A bankruptcy discharge thus protects the debtor from efforts to
collect the debtor's discharged debt indirectly and outside of the
bankruptcy proceedings; it does not, however, absolve a
non-debtor's liabilities for that same "such" debt.
Blixseth, 961 F.3d at 1082–83 (citations omitted); accord In re
PWS Holding Corp., 228 F.3d 224, 245–46 (3d Cir. 2000). The Ninth
Circuit also distinguished its previous rulings regarding section
524(e)'s preclusion of third-party plan releases. All of those
cases, the court wrote, "involved sweeping nondebtor releases from
creditors' claims on the debts discharged in the bankruptcy, not
releases of participants in the plan development and approval
process for actions taken during those processes." Blixseth, 961
F.3d at 1083–84.
Although Blixseth involved an exculpation clause, the Ninth
Circuit's reasoning arguably indicates that section 524(e) does not
preclude nondebtor chapter 11 plan releases, provided the claims
released are not based on the "debt" discharged under the plan,
such as claims against co-obligors or guarantors). Thus, with this
caveat, the Ninth Circuit arguably joined the majority camp on the
validity of certain kinds of nondebtor releases.
Astria Health
Astria Health ("Astria") owned and operated hospitals and health
care clinics in Washington. It filed for chapter 11 protection in
May 2019 in the Eastern District of Washington. Astria clashed with
its main secured creditor and postpetition lender, Lapis Advisers
LP ("Lapis"), and Astria's unsecured creditors' committee
("committee") on many aspects of the case during the next year.
However, the combatants ultimately reached a global settlement
incorporated into a plan of reorganization that all voting classes
accepted by significant margins.
The chapter 11 plan included the following release and exculpation
provisions as part of the settlement:
Key case participants, including Astria, Lapis, the committee,
directors and certain other parties would be exculpated from
liability arising from their postpetition conduct in connection
with, among other things, the chapter 11 case or formulating,
confirming or implementing the plan or any related agreements,
except for liability stemming from any act or omission determined
to be gross negligence or willful misconduct.
Astria and its estate would release substantially the same entities
from all causes of action arising from or related in any way to,
among other things, Astria, its assets, management of Astria, the
chapter 11 case or any restructuring of claims or interests
undertaken prior to the plan's effective date.
Various non-debtors, including creditors that voted to accept the
plan and did not affirmatively opt out of the third-party release
on their plan ballots, would release substantially the same parties
for similar claims.
Therefore, under the plan, an individual creditor would not release
any nondebtor unless the creditor voted to accept the plan and did
not opt out of the releases on its ballot. The plan did not treat
creditors that elected not to opt out differently from those that
made the opt-out election.
The Office of the U.S. Trustee ("UST") objected to confirmation of
the plan, arguing that the plan's release and exculpation
provisions were overbroad and inconsistent with Ninth Circuit
precedent.
The Bankruptcy Court's Ruling
The bankruptcy court overruled the UST's objections and confirmed
Astria's chapter 11 plan.
Initially, Bankruptcy Judge Whitman L. Holt explained that
lawmakers "recognized the futility of any exercise to anticipate
the boundless issues requiring treatment in a given chapter 11
plan." For this reason, Congress included section 1123(b)(6) in the
Bankruptcy Code, which "invites creativity in drafting a plan" and
permits plan proponents to tailor a plan to the particular
requirements of any given case, provided the terms of the plan are
not inconsistent with other provisions of the Bankruptcy Code.
Because nothing in the Bankruptcy Code prohibits (or even
addresses) exculpation provisions in a plan, Judge Holt reasoned,
section 1123(b)(6) permits such plan provisions—a conclusion that
the Ninth Circuit validated in Blixseth. He rejected the UST's
argument that the exculpation clause was improperly broad because
it: (i) covered conduct during the entire postpetition period; (ii)
included parties with no role in the reorganization or who were not
bankruptcy estate fiduciaries; and (iii) excused culpable conduct.
According to Judge Holt, "[a]n exculpation provision may sweep
broadly and cover the entire period after the filing of a
bankruptcy petition" because establishing a standard of care in the
bankruptcy case that shields parties from liability under state law
is clearly within a bankruptcy court's power and exclusive
jurisdiction. He further explained that all of the parties covered
by the clause played a significant role during the chapter 11 case
and "engaged in conduct potentially subject to second guessing or
hindsight-driven criticism."
Judge Holt noted that, although some courts in other jurisdictions
limit exculpation to estate fiduciaries, the Ninth Circuit
considered the question and expressly declined to do so in
Blixseth. He further reasoned that such a limitation would be
inconsistent with section 1125(e), which protects parties,
including creditors who are not estate fiduciaries, from liability
for good-faith acts related to soliciting votes for a plan. The
judge explained that, if the Bankruptcy Code provides such
protection for a creditor who is a plan proponent, "then logic and
fairness would not be served by excluding the same creditor from
participating in plan-based exculpation," particularly if the party
actively participated in and contributed to the progress of the
bankruptcy case.
Finally, the judge concluded that the exculpation provision was not
overly broad because it expressly carved out gross negligence or
willful misconduct, consistent with requirements several other
courts have "imposed to prevent exculpation clauses from
transforming into overbroad releases."
Next, Judge Holt ruled that the plan's release of claims belonging
to the estate was appropriate. However, instead of relying on
section 1123(b)(6), he invoked section 1123(b)(3)(A), which
provides that a plan may provide for "the settlement or adjustment
of any claim or interest belonging to the debtor or to the estate."
According to Judge Holt, the proposed estate releases satisfied
Ninth Circuit precedent governing the approval of settlements, even
applying heightened scrutiny to compromises or releases benefiting
insiders. Among other things, he wrote, "the plan's global
settlement, including the releases of estate claims, is in the
paramount interests of creditors as evidenced by key stakeholder
support for confirmation and the overwhelming acceptance of the
plan by voting classes."
Finally, Judge Holt held that the plan's release of claims of
nondebtors against other nondebtors did not violate section 524(e)
and was appropriate under section 1123(b)(6).
In Blixseth, he explained, the Ninth Circuit "clarified and
corrected [the] misguided conventional wisdom" regarding section
524(e). According to Judge Holt, Blixseth clarified that the
limitation in section 524(e) applies only to a "debt" owed by the
debtor, thereby precluding a court from "'extinguishing claims of
creditors against nondebtors over the very debt discharged through
the bankruptcy proceedings'" (quoting Blixseth, 961 F.3d at 1082).
"Based on this crucial distinction," Judge Holt wrote, "section
524(e) prevents a chapter 11 plan from releasing a nondebtor
co-obligor of the debtor from liability on a common claim, but is
inapplicable to the release of other claims against the nondebtor."
Therefore, he ruled, "a release of these other claims is …
permissible using the bankruptcy court's residual reorganizational
powers under the circumstances." Because the nondebtor releases in
Astria's plan did not relate to any liability common to Astria and
any released party, Judge Holt concluded that "section 524(e) has
no relevance to the court's evaluation."
In addition, Judge Holt explained that the nondebtor releases were
"entirely consensual under any framework" because: (i) individual
creditors would not release any nondebtors unless the creditors
affirmatively voted to accept the plan and separately elected not
to opt out; and (ii) any creditor who declined to provide a release
would not be penalized.
Based on all of the foregoing, Judge Holt held that the nondebtor
releases "are a feature permissibly included in a plan pursuant to
Bankruptcy Code section 1123(b)(6)."
Outlook
In Astria Health, the bankruptcy court concluded that the rationale
applied by the Ninth Circuit in Blixseth to plan exculpation
clauses applied to the consensual, nondebtor releases included in
the debtor's chapter 11 plan. Even so, it would be premature to
declare that the Ninth Circuit rests firmly in the majority camp on
the validity of nondebtor releases. The Ninth Circuit did not
consider the validity of a nondebtor release in a chapter 11 plan
in Blixseth, but the court's analysis of the scope of section
524(e) suggests that such releases should not be barred by the
Bankruptcy Code.
It bears adding that neither Astria Health nor Blixseth involved
involuntary nondebtor releases. Thus, these rulings do not clarify
the Ninth Circuit's approach to this controversial issue.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ACCELERATE DIAGN 1A8 GR 93.4 (62.8) 75.0
ACCELERATE DIAGN AXDX US 93.4 (62.8) 75.0
ACCELERATE DIAGN AXDX* MM 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 TH 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 QT 93.4 (62.8) 75.0
ADAMAS PHARMACEU ADMSEUR EU 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 TH 120.0 (50.0) 76.9
ADAMAS PHARMACEU ADMS US 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 GR 120.0 (50.0) 76.9
AEMETIS INC DW51 GR 125.1 (184.7) (93.6)
AEMETIS INC AMTX US 125.1 (184.7) (93.6)
AEMETIS INC AMTXGEUR EU 125.1 (184.7) (93.6)
AEMETIS INC DW51 GZ 125.1 (184.7) (93.6)
AEMETIS INC DW51 TH 125.1 (184.7) (93.6)
AGILITI INC AGLY US 745.0 (67.7) 17.3
ALPINE 4 HOLDING ALPP US 36.6 (13.6) (5.2)
ALTICE USA INC-A ATUS* MM 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GR 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA TH 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUSEUR EU 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GZ 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUS US 33,376.7 (1,177.4) (2,121.5)
AMC ENTERTAINMEN AMC US 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AMC* MM 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AMC4EUR EU 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 TH 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 QT 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 GR 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 GZ 10,276.4 (2,858.2) (1,091.5)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL11EUR EU 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL AV 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL TE 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G SW 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G QT 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL US 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GR 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL* MM 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G TH 62,008.0 (6,867.0) (5,474.0)
AMERICAN RESOURC AREC US 38.4 (20.0) (12.0)
AMERISOURCEB-BDR A1MB34 BZ 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG TH 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC2EUR EU 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GR 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC US 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG QT 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GZ 45,846.8 (511.5) (344.2)
AMYRIS INC AMRS US 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GR 222.8 (167.0) (16.5)
AMYRIS INC 3A01 TH 222.8 (167.0) (16.5)
AMYRIS INC 3A01 SW 222.8 (167.0) (16.5)
AMYRIS INC 3A01 QT 222.8 (167.0) (16.5)
AMYRIS INC AMRSEUR EU 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GZ 222.8 (167.0) (16.5)
APA CORP APA US 12,746.0 (37.0) 538.0
APA CORP APA* MM 12,746.0 (37.0) 538.0
APA CORP APA11EUR EU 12,746.0 (37.0) 538.0
APA CORP 2S3 GR 12,746.0 (37.0) 538.0
APA CORP 2S3 TH 12,746.0 (37.0) 538.0
APA CORP - BDR A1PA34 BZ 12,746.0 (37.0) 538.0
APPTECH CORP APCX US 21.0 (14.4) 1.0
AQUESTIVE THERAP AQST US 62.9 (48.5) 23.5
ARCHIMEDES TECH ATSPU US - - -
ARRAY TECHNOLOGI ARRY US 656.0 (80.9) 86.1
ARYA SCIENCES-A ARYD US 0.0 (0.0) (0.1)
ASANA INC- CL A ASAN US 731.1 (12.8) 282.3
AUSTERLITZ ACQUI AUS/U US 0.2 (0.0) (0.2)
AUTOZONE INC AZ5 GR 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 TH 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO US 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 GZ 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO AV 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 TE 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO* MM 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZOEUR EU 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 QT 14,160.0 (1,523.6) (477.4)
AUTOZONE INC-BDR AZOI34 BZ 14,160.0 (1,523.6) (477.4)
AVID TECHNOLOGY AVID US 305.1 (132.9) 25.7
AVID TECHNOLOGY AVD GR 305.1 (132.9) 25.7
AVIS BUD-CEDEAR CAR AR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR US 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA SW 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA TH 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR* MM 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR2EUR EU 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA QT 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GZ 17,538.0 (155.0) (258.0)
BABCOCK & WILCOX BWEUR EU 605.8 (320.8) 116.9
BABCOCK & WILCOX UBW1 GR 605.8 (320.8) 116.9
BABCOCK & WILCOX BW US 605.8 (320.8) 116.9
BANXA HOLDINGS I BNXA CN 0.1 (0.1) (0.1)
BANXA HOLDINGS I BNXAF US 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 GR 0.1 (0.1) (0.1)
BANXA HOLDINGS I BNXAEUR EU 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 TH 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 QT 0.1 (0.1) (0.1)
BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7)
BBTV HOLDINGS IN BBTVF US 1.0 (1.2) (0.7)
BELLRING BRAND-A BRBR US 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 TH 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GR 680.8 (130.1) 186.3
BELLRING BRAND-A BRBR1EUR EU 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GZ 680.8 (130.1) 186.3
BIOCRYST PHARM BO1 TH 334.7 (19.3) 218.1
BIOCRYST PHARM BCRX US 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 GR 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 SW 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 QT 334.7 (19.3) 218.1
BIOCRYST PHARM BCRXEUR EU 334.7 (19.3) 218.1
BIOCRYST PHARM BCRX* MM 334.7 (19.3) 218.1
BIOHAVEN PHARMAC 2VN GR 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVNEUR EU 687.0 (332.2) 326.6
BIOHAVEN PHARMAC 2VN TH 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVN US 687.0 (332.2) 326.6
BIONOVATE TECHNO BIIO US - (0.5) (0.5)
BLACK IRON INC BKIN MM 1.8 (5.7) 1.1
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLUE BIRD CORP 4RB GR 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GZ 307.8 (54.2) (2.9)
BLUE BIRD CORP BLBDEUR EU 307.8 (54.2) (2.9)
BLUE BIRD CORP BLBD US 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB TH 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB QT 307.8 (54.2) (2.9)
BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BACL CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0
BOMBARDIER INC-B BBDBN MM 23,090.0 (6,657.0) (181.0)
BONE BIOLOGICS C BBLG US 0.0 (11.9) (0.5)
BRIDGEMARQ REAL BRE CN 89.0 (48.4) 8.9
BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5)
BRINKER INTL EAT US 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5)
BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5)
BROOKFIELD INF-A BIPC US 11,930.4 (730.3) (2,775.8)
BROOKFIELD INF-A BIPC CN 11,930.4 (730.3) (2,775.8)
BRP INC/CA-SUB V DOO CN 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V B15A GR 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V DOOO US 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V B15A GZ 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V DOOEUR EU 4,885.9 (474.9) 669.8
CADIZ INC CDZI US 73.4 (22.5) 5.1
CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1
CADIZ INC 2ZC GR 73.4 (22.5) 5.1
CALUMET SPECIALT CLMT US 1,808.3 (128.6) (9.6)
CAMPING WORLD-A CWH US 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 GR 3,256.4 (9.2) 458.7
CAMPING WORLD-A CWHEUR EU 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 TH 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 QT 3,256.4 (9.2) 458.7
CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6)
CDK GLOBAL INC C2G QT 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK* MM 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G TH 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDKEUR EU 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G GR 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK US 2,935.4 (425.2) 392.1
CEDAR FAIR LP FUN US 2,693.4 (666.4) 254.5
CENGAGE LEARNING CNGO US 2,704.3 (177.2) 167.1
CENTRUS ENERGY-A 4CU GR 486.3 (320.6) 40.0
CENTRUS ENERGY-A LEU US 486.3 (320.6) 40.0
CENTRUS ENERGY-A 4CU TH 486.3 (320.6) 40.0
CENTRUS ENERGY-A LEUEUR EU 486.3 (320.6) 40.0
CEREVEL THERAPEU CERE US 150.5 142.6 (1.7)
CHESAPEAKE ENERG CHK US 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CS1 GR 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CHK1EUR EU 6,584.0 (5,341.0) (1,986.0)
CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2)
CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2)
CHOICE HOTELS CZH GR 1,587.3 (5.8) 177.1
CHOICE HOTELS CHH US 1,587.3 (5.8) 177.1
CHUN CAN CAPITAL CNCN US - (0.0) (0.0)
CINCINNATI BELL CBBEUR EU 2,668.6 (191.1) (87.0)
CINCINNATI BELL CBB US 2,668.6 (191.1) (87.0)
CINCINNATI BELL CIB1 GR 2,668.6 (191.1) (87.0)
CLOVER HEALTH IN CLOV US 267.3 (120.6) (1.2)
CLOVIS ONCOLOGY C6O GR 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVS US 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O QT 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O TH 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVSEUR EU 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O GZ 605.6 (158.7) 125.9
COGENT COMMUNICA CCOI US 1,000.5 (293.2) 361.9
COGENT COMMUNICA OGM1 GR 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOIEUR EU 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOI* MM 1,000.5 (293.2) 361.9
COMMUNITY HEALTH CG5 GR 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CYH US 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 QT 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CYH1EUR EU 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 TH 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 GZ 16,006.0 (1,054.0) 1,695.0
CPI CARD GROUP I PMTS US 266.2 (138.0) 95.6
CPI CARD GROUP I PMTS CN 266.2 (138.0) 95.6
CRUCIAL INNOVATI CINV US 0.0 (0.1) (0.1)
D AND Z MEDIA AC DNZ/U US 0.2 (0.0) (0.2)
D AND Z MEDIA-A DNZ US 0.2 (0.0) (0.2)
DELEK LOGISTICS DKL US 956.4 (108.3) 1.0
DENNY'S CORP DENN US 430.9 (130.4) (28.5)
DENNY'S CORP DE8 TH 430.9 (130.4) (28.5)
DENNY'S CORP DENNEUR EU 430.9 (130.4) (28.5)
DENNY'S CORP DE8 GR 430.9 (130.4) (28.5)
DIEBOLD NIXDORF DBD SW 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GR 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD US 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBDEUR EU 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD TH 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD QT 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GZ 3,657.4 (831.7) 207.8
DIGITAL MEDIA-A DMS US 202.4 (73.6) 19.9
DIGITAL TRANSFOR DTOCU US 0.0 (0.0) (0.0)
DINE BRANDS GLOB IHP TH 2,074.9 (354.7) 237.9
DINE BRANDS GLOB DIN US 2,074.9 (354.7) 237.9
DINE BRANDS GLOB IHP GR 2,074.9 (354.7) 237.9
DOMINO'S PIZZA EZV TH 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV SW 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZEUR EU 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV GR 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ US 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV GZ 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ AV 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ* MM 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV QT 1,567.2 (3,300.4) 398.6
DOMO INC- CL B 1ON GR 216.4 (83.5) (20.7)
DOMO INC- CL B 1ON GZ 216.4 (83.5) (20.7)
DOMO INC- CL B DOMOEUR EU 216.4 (83.5) (20.7)
DOMO INC- CL B 1ON TH 216.4 (83.5) (20.7)
DOMO INC- CL B DOMO US 216.4 (83.5) (20.7)
DRIVE SHACK INC DS US 449.5 (0.4) (51.4)
DYE & DURHAM LTD DND CN 1,132.0 557.0 210.5
DYE & DURHAM LTD DYNDF US 1,132.0 557.0 210.5
ESPERION THERAPE ESPR US 353.3 (96.1) 251.8
ESPERION THERAPE ESPREUR EU 353.3 (96.1) 251.8
ESPERION THERAPE 0ET TH 353.3 (96.1) 251.8
ESPERION THERAPE 0ET QT 353.3 (96.1) 251.8
ESPERION THERAPE 0ET GR 353.3 (96.1) 251.8
EVERI HOLDINGS I EVRI US 1,477.2 (7.9) 112.1
EVERI HOLDINGS I G2C TH 1,477.2 (7.9) 112.1
EVERI HOLDINGS I G2C GR 1,477.2 (7.9) 112.1
EVERI HOLDINGS I EVRIEUR EU 1,477.2 (7.9) 112.1
EVOLUS INC EVL QT 209.1 (376.1) 119.7
EVOLUS INC EVL GZ 209.1 (376.1) 119.7
EVOLUS INC EOLS US 209.1 (376.1) 119.7
EVOLUS INC EOLSEUR EU 209.1 (376.1) 119.7
EVOLUS INC EVL GR 209.1 (376.1) 119.7
EVOLUS INC EVL TH 209.1 (376.1) 119.7
EXTRACTION OIL & XOG US 2,025.2 (847.3) (369.4)
EXTRACTION OIL & EH40 GR 2,025.2 (847.3) (369.4)
EXTRACTION OIL & XOG1EUR EU 2,025.2 (847.3) (369.4)
FINTECH ACQUIS-A FTCV US 0.0 (0.0) (0.0)
FINTECH ACQUISI FTCVU US 0.0 (0.0) (0.0)
FLEXION THERAPEU FLXNEUR EU 251.9 (16.7) 170.5
FLEXION THERAPEU F02 TH 251.9 (16.7) 170.5
FLEXION THERAPEU F02 QT 251.9 (16.7) 170.5
FLEXION THERAPEU FLXN US 251.9 (16.7) 170.5
FLEXION THERAPEU F02 GR 251.9 (16.7) 170.5
FORTUNE VALLEY T FVTI US 0.4 (1.0) (0.9)
FOUNTAIN HEALTHY FHAI US 0.0 (0.1) (0.1)
FRONTDOOR IN FTDR US 1,405.0 (61.0) 223.0
FRONTDOOR IN 3I5 GR 1,405.0 (61.0) 223.0
FRONTDOOR IN FTDREUR EU 1,405.0 (61.0) 223.0
GLOBAL CLEAN ENE GCEHD US 211.8 (21.7) (0.8)
GLOBAL TECH INDU GTII US 0.0 (6.5) (3.0)
GODADDY INC-A 38D TH 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D GR 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D QT 6,432.9 (11.8) (1,022.9)
GODADDY INC-A GDDY* MM 6,432.9 (11.8) (1,022.9)
GODADDY INC-A GDDY US 6,432.9 (11.8) (1,022.9)
GOGO INC GOGO US 673.6 (641.1) 74.1
GOGO INC G0G GR 673.6 (641.1) 74.1
GOGO INC G0G TH 673.6 (641.1) 74.1
GOGO INC GOGOEUR EU 673.6 (641.1) 74.1
GOGO INC G0G QT 673.6 (641.1) 74.1
GOGO INC G0G GZ 673.6 (641.1) 74.1
GOOSEHEAD INSU-A 2OX GR 185.8 (38.4) 30.3
GOOSEHEAD INSU-A GSHDEUR EU 185.8 (38.4) 30.3
GOOSEHEAD INSU-A GSHD US 185.8 (38.4) 30.3
GORES GUGGENHEIM GGPIU US - (0.0) (0.0)
GRAFTECH INTERNA EAF US 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GR 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G TH 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAFEUR EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G QT 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GZ 1,432.7 (329.4) 431.1
GREEN PLAINS PAR GPP US 105.3 (46.5) (101.1)
GREENSKY INC-A GSKY US 1,523.1 (175.5) 841.6
GT BIOPHARMA INC OXI GR 0.9 (29.8) (29.9)
H&R BLOCK - BDR H1RB34 BZ 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB US 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB GR 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB TH 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB QT 3,168.4 (534.6) 529.2
H&R BLOCK INC HRBEUR EU 3,168.4 (534.6) 529.2
HERBALIFE NUTRIT HOO GR 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLF US 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO TH 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO GZ 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLFEUR EU 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO QT 3,076.1 (856.1) 648.5
HEWLETT-CEDEAR HPQ AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQD AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQC AR 34,737.0 (3,235.0) (7,442.0)
HILTON WORLD-BDR H1LT34 BZ 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT US 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT* MM 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTEUR EU 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTW AV 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TE 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 QT 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GR 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TH 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GZ 16,755.0 (1,486.0) 1,771.0
HORIZON GLOBAL HZN US 456.5 (23.9) 80.0
HORIZON GLOBAL 2H6 GR 456.5 (23.9) 80.0
HORIZON GLOBAL HZN1EUR EU 456.5 (23.9) 80.0
HOVNANIAN ENT-A HOV US 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HO3A GR 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HOVEUR EU 1,850.7 (416.3) 870.0
HP COMPANY-BDR HPQB34 BZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ US 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ TE 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP TH 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GR 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ CI 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ* MM 34,737.0 (3,235.0) (7,442.0)
HP INC HPQUSD SW 34,737.0 (3,235.0) (7,442.0)
HP INC HPQEUR EU 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ AV 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ SW 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP QT 34,737.0 (3,235.0) (7,442.0)
IMMUNOME INC IMNM US 12.0 (0.7) 2.1
INFINITY PHARMAC INFI US 39.3 (23.0) 25.0
INFRASTRUCTURE A IEA US 729.1 (72.7) 102.8
INFRASTRUCTURE A IEAEUR EU 729.1 (72.7) 102.8
INFRASTRUCTURE A 5YF GR 729.1 (72.7) 102.8
INSEEGO CORP INO TH 227.4 (27.9) 38.4
INSEEGO CORP INO QT 227.4 (27.9) 38.4
INSEEGO CORP INSG US 227.4 (27.9) 38.4
INSEEGO CORP INO GR 227.4 (27.9) 38.4
INSEEGO CORP INSGEUR EU 227.4 (27.9) 38.4
INSEEGO CORP INO GZ 227.4 (27.9) 38.4
INSPIRED ENTERTA 4U8 GR 324.1 (88.7) 27.1
INSPIRED ENTERTA INSEEUR EU 324.1 (88.7) 27.1
INSPIRED ENTERTA INSE US 324.1 (88.7) 27.1
INTERCEPT PHARMA ICPT US 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GR 580.5 (166.9) 366.7
INTERCEPT PHARMA ICPT* MM 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P TH 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GZ 580.5 (166.9) 366.7
JACK IN THE BOX JBX GR 1,913.6 (749.1) 62.7
JACK IN THE BOX JACK US 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX GZ 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX QT 1,913.6 (749.1) 62.7
JACK IN THE BOX JACK1EUR EU 1,913.6 (749.1) 62.7
JOSEMARIA RESOUR JOSES I2 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSE SS 19.7 (12.4) (24.7)
JOSEMARIA RESOUR NGQSEK EU 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSES IX 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSES EB 19.7 (12.4) (24.7)
JUST ENERGY GROU JE CN 1,069.0 (215.8) (0.5)
KEMPHARM INC KMPHEUR EU 11.2 (66.4) 0.8
KEMPHARM INC 1GDA GR 11.2 (66.4) 0.8
KEMPHARM INC KMPH US 11.2 (66.4) 0.8
KEMPHARM INC 1GDA TH 11.2 (66.4) 0.8
KEMPHARM INC 1GDA QT 11.2 (66.4) 0.8
KITS EYECARE LTD KITS CN 54.7 (0.6) (24.3)
L BRANDS INC LTD GR 11,571.0 (661.0) 2,753.0
L BRANDS INC LB US 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD TH 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD SW 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD QT 11,571.0 (661.0) 2,753.0
L BRANDS INC LBRA AV 11,571.0 (661.0) 2,753.0
L BRANDS INC LBEUR EU 11,571.0 (661.0) 2,753.0
L BRANDS INC LB* MM 11,571.0 (661.0) 2,753.0
L BRANDS INC-BDR LBRN34 BZ 11,571.0 (661.0) 2,753.0
LAREDO PETROLEUM LPI US 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM 8LP1 GR 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM LPI1EUR EU 1,442.6 (21.4) (61.0)
LDH GROWTH CORP LDHAU US - - -
LENNOX INTL INC LXI GR 2,032.5 (17.1) 386.3
LENNOX INTL INC LII US 2,032.5 (17.1) 386.3
LENNOX INTL INC LII* MM 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI TH 2,032.5 (17.1) 386.3
LENNOX INTL INC LII1EUR EU 2,032.5 (17.1) 386.3
LESLIE'S INC LESL US 747.1 (386.4) 162.8
LESLIE'S INC LE3 GR 747.1 (386.4) 162.8
LESLIE'S INC LESLEUR EU 747.1 (386.4) 162.8
LESLIE'S INC LE3 TH 747.1 (386.4) 162.8
LESLIE'S INC LE3 QT 747.1 (386.4) 162.8
LIFEMD INC LFMD US 5.4 (8.0) (4.8)
MADISON SQUARE G MSG1EUR EU 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 GR 1,292.1 (265.1) (172.7)
MADISON SQUARE G MSGS US 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 TH 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 QT 1,292.1 (265.1) (172.7)
MANNKIND CORP MNKD US 108.6 (180.4) 5.8
MANNKIND CORP NNFN SW 108.6 (180.4) 5.8
MANNKIND CORP NNFN QT 108.6 (180.4) 5.8
MANNKIND CORP MNKDEUR EU 108.6 (180.4) 5.8
MANNKIND CORP NNFN GZ 108.6 (180.4) 5.8
MASON INDUS-CL A MIT US 0.5 (0.1) 0.0
MASON INDUSTRIAL MIT/U US 0.5 (0.1) 0.0
MATCH GROUP -BDR M1TC34 BZ 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH US 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH1* MM 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN TH 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN QT 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GR 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN SW 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTC2 AV 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GZ 2,977.0 (1,176.0) 520.2
MCAFEE CORP - A MCFE US 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MC7 GR 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MCFEEUR EU 5,428.0 (1,800.0) (1,471.0)
MCDONALD'S CORP TCXMCD AU 52,626.8 (7,824.9) 62.0
MCDONALDS - BDR MCDC34 BZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD US 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GR 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO TH 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDCL CI 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0
MDC PARTNERS-A MDCA US 1,511.3 (381.8) (204.1)
MEDIAALPHA INC-A MAX US - (9.9) (9.9)
MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7
MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7
MICHAELS COS INC MIKEUR EU 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIK US 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GR 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM TH 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM QT 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GZ 4,528.4 (1,197.2) 556.6
MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3)
MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3)
MONEYGRAM INTERN MGI US 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N GR 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N TH 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN MGIEUR EU 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N QT 4,674.1 (237.0) (20.7)
MONGODB INC 526 GZ 1,407.5 (0.3) 787.3
MONGODB INC MDB US 1,407.5 (0.3) 787.3
MONGODB INC 526 GR 1,407.5 (0.3) 787.3
MONGODB INC MDBEUR EU 1,407.5 (0.3) 787.3
MONGODB INC 526 QT 1,407.5 (0.3) 787.3
MONGODB INC 526 TH 1,407.5 (0.3) 787.3
MONGODB INC MDB* MM 1,407.5 (0.3) 787.3
MONGODB INC- BDR M1DB34 BZ 1,407.5 (0.3) 787.3
MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5)
MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5)
MOTOROLA SOL-BDR M1SI34 BZ 10,876.0 (541.0) 838.0
MOTOROLA SOL-CED MSI AR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA TH 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOT TE 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI US 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI1EUR EU 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GZ 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0
MSCI INC 3HM GR 4,198.6 (443.2) 903.8
MSCI INC MSCI US 4,198.6 (443.2) 903.8
MSCI INC 3HM GZ 4,198.6 (443.2) 903.8
MSCI INC 3HM QT 4,198.6 (443.2) 903.8
MSCI INC MSCI* MM 4,198.6 (443.2) 903.8
MSCI INC 3HM TH 4,198.6 (443.2) 903.8
MSCI INC-BDR M1SC34 BZ 4,198.6 (443.2) 903.8
MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9
MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9
NANTHEALTH INC NH US 200.3 (111.4) (94.2)
NATHANS FAMOUS NATH US 104.6 (63.1) 79.3
NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3
NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3
NATIONAL CINEMED NCMI US 886.2 (268.6) 149.9
NATIONAL CINEMED XWM GR 886.2 (268.6) 149.9
NATIONAL CINEMED NCMIEUR EU 886.2 (268.6) 149.9
NAVISTAR INTL IHR TH 6,118.0 (3,825.0) 811.0
NAVISTAR INTL NAVEUR EU 6,118.0 (3,825.0) 811.0
NAVISTAR INTL NAV US 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR GR 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR QT 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR GZ 6,118.0 (3,825.0) 811.0
NESCO HOLDINGS I NSCO US 768.4 (31.1) 31.9
NEW ENG RLTY-LP NEN US 291.7 (41.5) -
NORTHERN OIL AND 4LT1 GR 872.1 (223.3) (56.8)
NORTHERN OIL AND NOG US 872.1 (223.3) (56.8)
NORTHERN OIL AND NOG1EUR EU 872.1 (223.3) (56.8)
NORTHERN OIL AND 4LT1 TH 872.1 (223.3) (56.8)
NORTONLIFEL- BDR S1YM34 BZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM TH 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GR 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC TE 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC AV 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK US 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK* MM 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMCEUR EU 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM QT 6,357.0 (492.0) 27.0
NUTANIX INC - A 0NU SW 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GZ 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GR 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU TH 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNXEUR EU 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU QT 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNX US 2,311.5 (758.4) 766.2
OMEROS CORP OMER US 181.0 (120.8) 114.5
OMEROS CORP 3O8 GR 181.0 (120.8) 114.5
OMEROS CORP 3O8 QT 181.0 (120.8) 114.5
OMEROS CORP 3O8 TH 181.0 (120.8) 114.5
OMEROS CORP OMEREUR EU 181.0 (120.8) 114.5
OPTIVA INC OPT CN 77.4 (79.4) 3.0
ORTHO CLINCICAL OCDX US 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL 41V GR 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL OCDXEUR EU 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL 41V TH 3,401.5 (1,010.8) 230.8
OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0)
PAPA JOHN'S INTL PP1 GR 872.8 (8.6) 17.5
PAPA JOHN'S INTL PZZA US 872.8 (8.6) 17.5
PAPA JOHN'S INTL PZZAEUR EU 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 GZ 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 TH 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 QT 872.8 (8.6) 17.5
PARATEK PHARMACE N4CN TH 176.9 (102.3) 172.1
PARATEK PHARMACE PRTK US 176.9 (102.3) 172.1
PARATEK PHARMACE N4CN GR 176.9 (102.3) 172.1
PARTS ID INC ID US 48.2 (12.7) (25.8)
PAVMED INC 1P5 GR 19.8 (0.5) (1.0)
PAVMED INC PAVMEUR EU 19.8 (0.5) (1.0)
PAVMED INC PAVM US 19.8 (0.5) (1.0)
PHASEBIO PHARMAC PHAS US 50.4 (25.2) 25.2
PHILIP MORRI-BDR PHMO34 BZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1EUR EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMI SW 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GR 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM US 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1CHF EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 TH 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1 TE 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ EB 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ IX 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 0M8V LN 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMOR AV 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM* MM 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 QT 44,815.0 (10,631.0) 1,877.0
PLANET FITNESS-A 3PL QT 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT1EUR EU 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT US 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL TH 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GR 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GZ 1,849.7 (705.7) 454.9
PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1
PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1
PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1
POWIN ENERGY COR PWON US 15.9 (5.9) (17.6)
PPD INC PPD US 6,293.8 (711.6) 268.6
PRIORITY TECHNOL PRTH US 417.8 (98.6) (13.0)
PRIORITY TECHNOL PRTHEUR EU 417.8 (98.6) (13.0)
PRIORITY TECHNOL 60W GR 417.8 (98.6) (13.0)
PROGENITY INC 4ZU TH 154.4 (107.0) 53.7
PROGENITY INC 4ZU GR 154.4 (107.0) 53.7
PROGENITY INC 4ZU QT 154.4 (107.0) 53.7
PROGENITY INC PROGEUR EU 154.4 (107.0) 53.7
PROGENITY INC 4ZU GZ 154.4 (107.0) 53.7
PROGENITY INC PROG US 154.4 (107.0) 53.7
PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3
PUMA BIOTECHNOLO PBYI US 244.2 (6.0) 31.9
PUMA BIOTECHNOLO 0PB GR 244.2 (6.0) 31.9
PUMA BIOTECHNOLO 0PB TH 244.2 (6.0) 31.9
PUMA BIOTECHNOLO PBYIEUR EU 244.2 (6.0) 31.9
QUALTRICS INT-A XM US 1,039.1 (268.9) (375.9)
QUALTRICS INT-A 5DX0 GR 1,039.1 (268.9) (375.9)
QUALTRICS INT-A 5DX0 QT 1,039.1 (268.9) (375.9)
QUALTRICS INT-A 5DX0 GZ 1,039.1 (268.9) (375.9)
QUALTRICS INT-A XM1EUR EU 1,039.1 (268.9) (375.9)
QUALTRICS INT-A 5DX0 TH 1,039.1 (268.9) (375.9)
QUANTUM CORP QMCO US 185.8 (194.0) 1.6
QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6
QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6
QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6
RADIUS HEALTH IN RDUS US 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 TH 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 QT 191.6 (123.7) 107.4
RADIUS HEALTH IN RDUSEUR EU 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 GR 191.6 (123.7) 107.4
REVLON INC-A RVL1 GR 2,527.7 (1,862.0) 202.2
REVLON INC-A REV US 2,527.7 (1,862.0) 202.2
REVLON INC-A REV* MM 2,527.7 (1,862.0) 202.2
REVLON INC-A REVEUR EU 2,527.7 (1,862.0) 202.2
REVLON INC-A RVL1 TH 2,527.7 (1,862.0) 202.2
RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0
RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0
RIMINI STREET IN RMNI US 279.9 (63.1) (62.1)
RR DONNELLEY & S DLLN TH 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRDEUR EU 3,130.9 (243.8) 466.4
RR DONNELLEY & S DLLN GR 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRD US 3,130.9 (243.8) 466.4
RUSH STREET INTE RSI US 308.6 (97.2) (106.5)
SBA COMM CORP 4SB TH 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC US 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB GR 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB GZ 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC* MM 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBACEUR EU 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB QT 9,158.0 (4,809.2) (141.8)
SBA COMMUN - BDR S1BA34 BZ 9,158.0 (4,809.2) (141.8)
SCIENTIFIC GAMES TJW GZ 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES SGMS US 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW GR 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW TH 7,984.0 (2,524.0) 1,348.0
SEAWORLD ENTERTA W2L GR 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA W2L TH 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA SEAS US 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA SEASEUR EU 2,566.4 (105.8) 190.3
SECOND SIGHT MED EYES US 4.5 (0.7) (0.9)
SECOND SIGHT MED 24PA GR 4.5 (0.7) (0.9)
SECOND SIGHT MED EYESEUR EU 4.5 (0.7) (0.9)
SELECTA BIOSCIEN SELB US 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 GR 165.4 (18.0) 69.8
SELECTA BIOSCIEN SELBEUR EU 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 TH 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 GZ 165.4 (18.0) 69.8
SENSEI BIOTHERAP SNSE US 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 GR 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 GZ 1.2 (21.1) (21.2)
SENSEI BIOTHERAP SNSEEUR EU 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 TH 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 QT 1.2 (21.1) (21.2)
SHELL MIDSTREAM SHLX US 2,347.0 (458.0) 312.0
SIENTRA INC SIEN3EUR EU 169.0 (0.6) 58.6
SIENTRA INC SIEN US 169.0 (0.6) 58.6
SIENTRA INC S0Z GR 169.0 (0.6) 58.6
SINCLAIR BROAD-A SBGIEUR EU 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA GZ 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA TH 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA QT 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBGI US 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA GR 13,382.0 (995.0) 2,183.0
SIRIUS XM HO-BDR SRXM34 BZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GR 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO TH 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI US 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI AV 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO QT 10,333.0 (2,285.0) (2,200.0)
SIX FLAGS ENTERT 6FE GR 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE QT 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIXEUR EU 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIX US 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE TH 2,772.7 (635.2) (145.7)
SLEEP NUMBER COR SNBR US 800.1 (224.0) (474.1)
SLEEP NUMBER COR SL2 GR 800.1 (224.0) (474.1)
SLEEP NUMBER COR SNBREUR EU 800.1 (224.0) (474.1)
SQL TECHNOLOGIES SQFL US 7.0 (22.9) (19.6)
STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP TCXSBU AU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6
STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6
STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6
THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1)
TORTEC GROUP COR TRTK US 0.0 (0.1) (0.1)
TPCO HOLDING COR GRAM/U CN 607.7 (3.3) (3.3)
TPCO HOLDING COR GRAMF US 607.7 (3.3) (3.3)
TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0
TRAVEL + LEISURE WD5A TH 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WYNEUR EU 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A QT 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A GR 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE TNL US 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A GZ 7,613.0 (968.0) 1,545.0
TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1
TUPPERWARE BRAND TUP US 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP GR 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP TH 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP1EUR EU 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP GZ 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP QT 1,219.9 (204.7) (363.6)
UBIQUITI INC 3UB GR 781.2 (181.8) 374.7
UBIQUITI INC UI US 781.2 (181.8) 374.7
UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7
UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7
UNISYS CORP UISEUR EU 2,707.9 (312.1) 570.9
UNISYS CORP UISCHF EU 2,707.9 (312.1) 570.9
UNISYS CORP USY1 TH 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GR 2,707.9 (312.1) 570.9
UNISYS CORP UIS1 SW 2,707.9 (312.1) 570.9
UNISYS CORP UIS US 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GZ 2,707.9 (312.1) 570.9
UNISYS CORP USY1 QT 2,707.9 (312.1) 570.9
UNITI GROUP INC 8XC SW 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC GR 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC TH 4,731.8 (2,072.4) -
UNITI GROUP INC UNIT US 4,731.8 (2,072.4) -
VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 TH 3,156.0 (55.0) 708.0
VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0
VALVOLINE INC VVV US 3,156.0 (55.0) 708.0
VECTOR GROUP LTD VGR US 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR GR 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGREUR EU 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR TH 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR QT 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR GZ 1,343.4 (659.7) 380.6
VERANO HOLDINGS VRNO CN 0.1 (0.0) (0.0)
VERANO HOLDINGS VRNOF US 0.1 (0.0) (0.0)
VERISIGN INC VRS GR 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN US 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN* MM 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS TH 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSNEUR EU 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS GZ 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS QT 1,766.9 (1,390.2) 229.2
VERISIGN INC-BDR VRSN34 BZ 1,766.9 (1,390.2) 229.2
VERISIGN-CEDEAR VRSN AR 1,766.9 (1,390.2) 229.2
VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1
VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1
VERY GOOD FOOD C VERY CN 15.8 9.1 8.1
VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1
VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1
VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1
VININGS HOLDINGS NDYN US 0.2 (0.6) (0.6)
VISION HYDROGEN VIHD US 0.3 (0.3) (0.5)
VITASPRING BIOME VSBC US 0.0 (0.1) (0.1)
VIVINT SMART HOM VVNT US 2,877.5 (1,487.3) (316.5)
W&T OFFSHORE INC UWV GR 940.6 (208.3) (7.8)
W&T OFFSHORE INC WTI US 940.6 (208.3) (7.8)
W&T OFFSHORE INC WTI1EUR EU 940.6 (208.3) (7.8)
WALDENCAST ACQUI WALDU US 0.2 (0.0) (0.2)
WAYFAIR INC- A W US 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A W* MM 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GZ 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF QT 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GR 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF TH 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A WEUR EU 4,569.9 (1,191.9) 880.2
WIDEOPENWEST INC WU5 QT 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WOW1EUR EU 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 TH 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 GR 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WOW US 2,487.0 (212.4) (121.1)
WINGSTOP INC WING1EUR EU 211.6 (341.3) 22.1
WINGSTOP INC WING US 211.6 (341.3) 22.1
WINGSTOP INC EWG GR 211.6 (341.3) 22.1
WINGSTOP INC EWG GZ 211.6 (341.3) 22.1
WINMARK CORP GBZ GR 31.3 (11.4) 6.9
WINMARK CORP WINA US 31.3 (11.4) 6.9
WW INTERNATIONAL WW US 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 GR 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 SW 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 GZ 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTW AV 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTWEUR EU 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 QT 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 TH 1,481.2 (548.2) (40.9)
WYNN RESORTS LTD WYNN US 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN* MM 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GR 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR TH 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNNEUR EU 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GZ 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN SW 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR QT 13,869.5 (737.3) 1,932.3
WYNN RESORTS-BDR W1YN34 BZ 13,869.5 (737.3) 1,932.3
YELLOW CORP YEL GR 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 SW 2,185.8 (223.3) 329.1
YELLOW CORP YELL US 2,185.8 (223.3) 329.1
YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1
YELLOW CORP YEL QT 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1
YUM! BRANDS -BDR YUMR34 BZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TH 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GR 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM* MM 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM US 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMUSD SW 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM AV 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TE 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMEUR EU 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR QT 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM SW 5,852.0 (7,891.0) 14.0
*********
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.
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*** End of Transmission ***