/raid1/www/Hosts/bankrupt/TCR_Public/210401.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 1, 2021, Vol. 25, No. 90
Headlines
1005 LLC: Hilco to Auction Medical Office Building on April 22
2374 VILLAGE: Proposed Bidding Procedures for Properties Approved
595 BROADWAY: Seeks to Hire Shapiro & Hender as Legal Counsel
A & J CONSTRUCTION: Unsecureds Get 10% in Plan; June 30 Hearing Set
ADIENT US: S&P Assigns 'BB-' Rating on New $1.0BB Term Loan B
AEROCENTURY CORP: Seeks Cash Collateral Access
AMERICAN VENTURE: Case Summary & 7 Unsecured Creditors
ARCOSA INC: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable
ARETEC GROUP: S&P Assigns 'CCC' Rating on New $400MM Unsec. Notes
ATLAS INTERMEDIATE: Moody's Affirms B3 CFR on Refinancing
AUGUSTA MOTORS: Malone Seeks to Extend Time to Reply to Assets Sale
AUGUSTA MOTORS: Malone's Objection to All Assets Sale Due April 26
AUSTIN CONVENTION: S&P Lowers Senior Secured Bonds Rating to 'BB+'
AVEANNA HEALTHCARE: Moody's Alters Outlook on B3 CFR to Stable
BAY HARBOR: $28.5M Sale of 3K-Acre Midlothian Ranch to RREAF OK'd
BEAZER HOMES: Moody's Affirms B3 CFR & Alters Outlook to Positive
BELLA HOLDING: Moody's Assigns B3 CFR Following CVC Capital Deal
BRAZOS ELECTRIC: Has 20 Potential Lenders for DIP Loan
BWX TECHNOLOGIES: S&P Rates New $400MM Senior Unsecured Notes 'BB'
CAR STEREO: Files Emergency Bid to Use Cash Collateral
CARROLL COUNTY: Moody's Review Ba2 Rating on Sec. Credit Facilities
CENTRAL SIGNS: Files Emergency Bid to Use Cash Collateral
CHESAPEAKE ENERGY: Court Dismisses Contract Suit Due to Ch.11 Plan
CLEANSPARK INC: Signs Deals to Buy 4,778 Mining Servers for $26.8M
CLEAVER-BROOKS INC: Moody's Alters Outlook on Caa1 CFR to Stable
CMC II LLC: Consulate Affiliates' Creditors Challenge Financing
COLOGIX HOLDINGS: Moody's Rates New $700MM Credit Facilities 'B2'
CONGERS PHARMACY: Seeks to Hire de Ramon & CPA as Accountant
CONSOL ENERGY: S&P Rates Solid Waste Disposal Bonds 'CCC'
CONTINENTAL RESOURCES: S&P Affirms 'BB+' Issuer Credit Rating
CRACKED EGG: Cannot Reopen Restaurant During Appeal
DENNIS M. DANZIK: Hinz Consulting Buying Two Batmobiles for $380K
DENVER SELECT: Seeks to Hire EasonLaw as Litigation Counsel
DENVER SELECT: Taps Weinman & Associates as Bankruptcy Counsel
DUPONT STREET: Gleichenhaus Updates on Haight Creditors' Committee
E.Y. REALTY: NIRLLC Buying Residential Property in Quincy for $370K
EDWARD A. DAWSON: $11.5K Sale of Republic Asset to Robertson OK'd
EHT US1: Auction of All or Substantially All Assets Set for May 20
ENERGY HARBOR: S&P Downgrades ICR to 'BB', Outlook Stable
ENTRUST ENERGY: Hits Chapter 11 Bankruptcy Due After Winter Storm
FAIRFIELD MEDICAL: Moody's Alters Outlook on Ba2 Rating to Stable
FISHER'S AUTO: Seeks to Hire Ballstaedt Law Firm as Legal Counsel
FRANCESCA'S HOLDINGS: Plan Exclusivity Extended Until July 1
GLOBAL PARTNERS: S&P Alters Outlook to Stable, Affirms 'B+' ICR
GREENPOINT TACTICAL: Hires Kopecky Schumacher as Special Counsel
GULFPORT ENERGY: Energy Transfer Slams Creditor Treatment
HENDRIKUS EDWARD TON: Taps Sales Agent to Sell Vehicles for $77.5K
HERTZ CORP: April 16 Hearing on $500K Sale of Anchorage Franchise
HERTZ CORP: April 16 Hearing on Sale of Assets to Rental Services
HERTZ CORP: Auto Rental Buying Locations' Assets for $16 Million
HERTZ CORP: Hearing on Sale of Assets to Byers Car Set for April 16
HERTZ GLOBAL: To Choose One of Two Competing Plans
HPG OF TENNESSEE: Case Summary & 11 Unsecured Creditors
HUNT COS: S&P Assigns 'BB-' Rating on New Senior Secured Notes
ICAN BENEFIT GROUP: Hits Chapter 11 Bankruptcy to Avoid Takeover
II-VI INCORPORATED: Moody's Puts Ba3 CFR on Review for Downgrade
INPIXON: Reports 2020 Financial Results, Provides Business Update
INSTALLED BUILDING: Moody's Raises CFR to Ba3 on Good Liquidity
IONIX TECHNOLOGY: Closes Two Funding Transactions with Labrys
JAMES M. THOMAS: Proposed Bidding Procedures for Properties Okayed
KAR AUCTION: Moody's Affirms B2 CFR & Alters Outlook to Stable
KRUGER PRODUCTS: DBRS Places BB Issuer Rating Under Review
LKQ CORP: Moody's Upgrades CFR to Ba1, Outlook to Stable
MACOM TECHNOLOGY: S&P Raises Secured Debt Rating to 'BB-'
MAXAR TECHNOLOGIES: Moody's Alters Outlook on B2 CFR to Stable
METRONOMIC HOLDINGS: Seeks Final Hearing for Sale of Properties
MICHAEL F. RUPPE: Objection to Sale of Randolph Property Resolved
MIDOCEAN HUNTER: S&P Assigned 'B' Rating, Outlook Stable
MILLER TOOL & DIE: Unsecureds Get At Least 3% in Liquidating Plan
MOTORMAX FINANCIAL: Has Deal on Cash Collateral Access
NATIONAL RIFLE ASSOCIATION: Board Member Seeks LaPierre Probe
NPC INTERNATIONAL: Wins June 26 Plan Exclusivity Extension
OAK PARENT: Moody's Lowers CFR to B3, Outlook Negative
ONPOINT OIL: Parties Delay Plan Disclosures Hearing by 90 Days
PARKLAND CORP: S&P Rates New US$800MM Senior Unsecured Notes 'BB'
PARMELEE INVESTMENTS: Seeks to Hire Abbasi Law as Legal Counsel
PAUL F. ROST: April 27 Amended Disclosure Statement Hearing Set
PBS BRAND: Proposes Private Sale of Remaining Assets to Sortis
PELICAN FAMILY: Seeks to Hire Butler & Butler as Legal Counsel
PHUNWARE INC: Incurs $22.2 Million Net Loss in 2020
PHYTO-PLUS INC: Seeks to Hire Buddy D. Ford as Legal Counsel
PILGRIM'S PRIDE: Moody's Rates $1BB Unsecured Notes 'B1'
PROJECT ALPHA: S&P Affirms 'B' ICR on Improved Business Factors
PS HOLDCO: Moody's Affirms B2 CFR & Alters Outlook to Stable
RAHMANIA PROPERTIES: April 29 Amended Plan & Disclosure Hearing Set
RANDAL L. LOEHRKE: $60K Sale of Kasuboski Property Approved
RANDAL L. LOEHRKE: $88K Sale of Clarks Mill Road Property Approved
RE PALM SPRINGS: Seeks Approval to Hire SL Biggs as Accountant
RENTPATH HOLDINGS: Plan Exclusivity Extended Thru June 30
RIZZO & RESTUCCIA: Seeks to Hire John Sommerstein as Legal Counsel
ROBBIN'S NEST: Unsec. Creditors Will Get 10% of Claims in 5 Years
ROGER LEE HARMON: Rabo Seeks to Continue Hearing on Sale of Assets
RONALD DWAYNE COLLINS: $120K Sale of Church Hill Property Approved
SALEM MEDIA: Moody's Affirms Caa1 Corp. Family Rating
SALUS TELEHEALTH: Seeks to Hire Zimmerman Kiser as Legal Counsel
SEADRILL LIMITED: Taps Haynes and Boone as Conflicts Counsel
SHAMROCK FINANCE: Seeks to Hire James J. McNulty as Special Counsel
SHAMROCK FINANCE: Taps Mid-Market Management as Business Advisor
SHELTON BROTHERS: April 15 Hearing on Bid Procedures for All Assets
SHILOH INDUSTRIES: Court Extends Plan Exclusivity Until April 27
SHINKUCASI LLC: $275K Sale of Naples Property to Seleika Approved
SM ENERGY: Loren Leiker to Retire as Director
STEIN MART: Needs to Rework Plan to Wind Down Bankruptcy
STEPS IN HOME: To Seek Plan Confirmation on May 6
STERICYCLE INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR
STOP & GO: Asks May 7 Extension for Plan and Disclosures
SUNCOR ENERGY: Moody's Upgrades Senior Unsecured Notes From Ba1
TANGO DELTA: Unsec. Creditors to Recover 100% in CPC Trustee Plan
TASEKO MINES: Court of Appeal Decides in Favor of Florence Copper
TEMBLOR PETROLEUM: Court Extends Plan Exclusivity Thru April 17
TENTLOGIX INC: Wants Private Sales of Goods, Generators & AC Units
TIMBERLINE FOUR: Seeks to Hire Sheehan & Associates as Counsel
TOWNSQUARE MEDIA: S&P Affirms 'B' ICR, Outlook Stable
TRI MECHANICAL: May 10 Hearing on Disclosure and Plan
TRI-STAR LOGGING: Hopes to Reach Plan Deal With TCF
TRI-STATE SPORTS: Unsecureds to be Paid in Full in Plan
TTK INVESTMENT: Case Summary & 6 Unsecured Creditors
TUMBLEWEED TINY HOUSE: Seeks to Hire Gerard Fox as Special Counsel
US SILICA: S&P Raises ICR to 'B-' on Stronger Performance
USA PARTS: 262 Industrial Buying Kearneysville Property for $750K
VINE ENERGY: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
WATERVILLE-MONCLOVA: Hearing Held on Cash Collateral Access
WILLCO X DEVELOPMENT: Unsecureds Will be Paid in Full With Interest
WW INTERNATIONAL: Moody's Rates New First Lien Debt 'Ba3'
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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1005 LLC: Hilco to Auction Medical Office Building on April 22
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Hilco Real Estate LLC will hold a bankruptcy sale of a 35,000
square-foot medical office building at 1025 Southwest 4th Street in
Moore, Oklahoma, owned by 1005 LLC, on April 22, 2021, at 5:00
p.m.
On-site inspections will be held on April 1 and April 15. Offers
may be submitted via mail to the following address:
Hilco Real Estate
5 Revere Drive, Suite 410
Northbrook, IL 60062
or
Via email to cevans@hilcoglobal.com.
For more information regarding the sale process or to schedule an
on-site appointment, contact
Chet Evans
Tel: (847) 418-2702
Email: cevans@hilcoglobal.com
or
Adam Zimmerman
Tel: (847) 504-2461
Email: azimmerman@hilcoglobal.com.
For further information on the properties, visit Hiclo's website at
https://www.HilcoRealEstate.com, or call (855) 755-2300.
About 1005, LLC
1005, LLC, an Oklahoma limited liability company, owns and operates
a commercial office building in Moore, Oklahoma. It has been in
this business since June 2015. The principal and sole owner of the
company is Amir Farzaneh.
1005, LLC, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No.
20-12631) on Aug. 7, 2020. In the petition signed by Amir M.
Farzaneh, owner and manager, the Debtor was estimated to have $1
million to $10 million in both assets and liabilities. Hall Estill
Hardwick Gable Golden & Nelson, P.C., serves as bankruptcy counsel
to the Debtor.
2374 VILLAGE: Proposed Bidding Procedures for Properties Approved
-----------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized the bidding procedures
proposed by 2374 Village Common Drive, LLC, and Joseph Martin
Thomas, M.D, in connection with the sale to Joseph C. Kramer for
$3.15 million, cash, subject to higher and better offers, of the
following:
(a) Real estate and improvements located at 2374 Village
Common Drive, in Erie, Pennsylvania 16506, owned by 2374 Village
Common Drive, LLC, Tax Index No. 33-123-418.0-034.00; and,
(b) Real estate located at Lot 15 (2368) Village Common
Drive, in Erie, Pennsylvania 16506, Tax Index No.
33-123-418.0-034.01 owned by Dr. Thomas.
A hearing on the Motion was held on March 26, 2021, at 3:35 p.m.
The bidding procedures approved are as follows:
(a) Bidders will register with Guy C. Fustine, Esq., Knox
McLaughlin Gornall & Sennett, P.C., 120 West Tenth Street, Erie,
Pennsylvania 16501, telephone number (814) 459-2800, fax number
(814) 453-4530, email address gfustine@kmgslaw.com, at least three
calendar days prior to the sale hearing.
(b) In order to be eligible to bid at the sale hearing, i.e.
be a "Qualified Bidder," prospective bidders will provide Mr.
Fustine with the following:
(i) A refundable, good faith deposit in the amount of
$100,000 by wire transfer, certified check or cashier's check made
payable to Knox McLaughlin Gornall & Sennett, P.C., Escrow Agent;
(ii) An executed escrow agreement in a form reasonably
satisfactory to the Escrow Agent, including a term that Mr. Fustine
will return the deposit within two business days if the Qualified
Bidder making the deposit is not the high bidder at the sale
confirmation hearing. In the event of a dispute as to the
reasonableness of the escrow agreement, the Court will finally
decide the issue;
(iii) The name, address, contact person, telephone
number, fax number, email address, and other relevant information
of the person making the bid (and counsel) or the owner of the
entity making the bid, as the case may be, and the same information
of the person who will be attending the sale confirmation hearing
and submitting the bid or bids; and
(iv) Sufficient evidence that the prospective bidder has
immediately available cash to close the transaction, without any
financing contingency, in the event that it/he/she is the high
bidder.
(c) All bids at the sale confirmation hearing must be made,
and can only be made, by a Qualified Bidder.
(d) Except as provided in the Order (i), only bids which
conform in substance and procedure with the Agreement between the
Debtors and Mr. Kramer will be allowed at the sale confirmation
hearing.
(e) The first higher bid at the sale confirmation hearing must
be at least $50,000 more in total consideration to be paid at
closing than is provided for in the Agreement, i.e. $3,200,000
would be the minimum first higher bid at the sale confirmation
hearing for both parcels ($3,150,000 + $50,000 = $3,200,000), and
each incremental bid thereafter must be at least $10,000 more than
the previous bid.
(f) If such a higher bid is made by a Qualified Bidder at the
sale confirmation hearing, the Court will deny the Debtors' joint
motion to approve the proposed sale to Mr. Kramer and hold a public
auction there and then.
(g) Mr. Kramer will have the opportunity to raise his offer in
response to any higher bid at the sale confirmation hearing.
(h) If the high bidder at the sale confirmation hearing does
not close, the Debtors will have the right, but not the obligation,
to close the sale with the second highest bidder at the sale
confirmation hearing.
(i) If there are bidders who are interested in only one of the
parcels for sale and not the Property as a whole, the Court may
take separate bids for each parcel and then decide whether the
total of the separate bids or the package bid is the best value for
the estate. Mr. Kramer will have the opportunity to participate in
such an auction.
The Debtors will serve a copy of the Order upon all the
Respondents, the attorneys of record and all the parties who have
shown any interest whatsoever in making a bid on the assets for
sale.
About 2374 Village Common Drive
2374 Village Common Drive, LLC is a Pennsylvania limited liability
company, which operates its business at 2374 Village Common Drive,
Erie, Pa. It is a single asset real estate entity under 11 U.S.C
Sec. 101(51B).
2374 Village Common Drive owns the medical facility where
Tri-State
Pain Institute, LLC and Greater Erie Surgery Center, Inc. conduct
business.
On March 5, 2021, 2374 Village Common Drive sought protection
under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No.
21-10118). In the petition signed by Joseph Martin Thomas, M.D.,
sole member, the Debtor disclosed assets of between $1 million and
$10 million and liabilities of the same range.
Judge Thomas P. Agresti oversees the case.
Michael P. Kruszewski, Esq. is the Debtor's legal counsel.
595 BROADWAY: Seeks to Hire Shapiro & Hender as Legal Counsel
-------------------------------------------------------------
595 Broadway LLC seeks approval form the U.S. Bankruptcy Court for
the District of Massachusetts to hire Shapiro & Hender to handle
its Chapter 11 case.
Shapiro & Hender's hourly rates are:
Jordan L. Shapiro $300
Paralegals $75
The firm received a retainer in the amount of $10,000.
Jordan Shapiro, Esq., owner of Shapiro & Hender, 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:
Jordan L. Shapiro, Esq.
Shapiro & Hender
105 Salem Street
Malden, MA 02148
Telephone: (781) 324-5200
Email: jslawma@aol.com
About 595 Broadway
595 Broadway LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
595 Broadway filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 21-10272) on
March 3, 2021. David Reis, manager, signed the petition. At the
time of the filing, the Debtor had $1 million to $10 million in
both assets and liabilities.
Jordan Shapiro, Esq., at Shapiro & Hender, serves as the Debtor's
legal counsel.
A & J CONSTRUCTION: Unsecureds Get 10% in Plan; June 30 Hearing Set
-------------------------------------------------------------------
A & J Construction Management, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Arkansas a Disclosure Statement
describing Plan of Reorganization.
General unsecured creditors are classified in Classes 6 and 7 and
will receive a distribution of $60,000 or approximately 10% of
their allowed claims, to be distributed immediately (for claims of
$1,000 or less) or in equal monthly payments over a period of 60
months.
The Debtor had a negative cash flow between the Petition Date and
Oct. 30, 2020, of approximately $80,000 but had generated at least
that much in accounts receivable. The Debtor's operations are now
cash flow positive. In addition, litigation has commenced against
the Federal Bureau of Prisons to collect some $156,000 due the
Debtor as of the Petition Date. Additional federal construction
contracts of $351,562 have been secured as of this date, which are
expected to yield the Debtor approximately $75,000 in gross profit.
Short-term prospects include other pending federal bids that will
generate approximately $225,000 in gross profit, plus civilian,
state and local bids that will generate another $400,000 in gross
profit over the next twelve months.
Class 6 consists of Administrative Convenience Claims. Members of
this class shall include creditors with allowed general unsecured
claims of no more than $1,000 each and shall receive a prorate
dividend of $10,000 payable within 60 days after the Effective Date
of the Plan.
Class 7 consists of General Unsecured Claims. This Class shall
receive a monthly payment of $1,000 with the 60th payment when the
entire remaining principal and interest shall be due and payable.
Equity interest holders shall retain their ownership in the
reorganized Debtor.
Fund for implementing the Plan will come from future earnings and
cash flow, including the sale of certain assets.
The hearing at which the Court will determine whether to confirm
the Plan will take place on June 30, 2021, at 9:00 a.m., in the
Bankruptcy Courtroom at 35 E. Mountain St., Fourth Floor,
Fayetteville, AR 72701 or at such other date, time, place or manner
as may be ordered by the Court.
Ballots must be received by June 25, 2021. Objections to the
confirmation of the Plan must be filed with the Court and served by
June 25, 2021.
A full-text copy of the Disclosure Statement dated March 25, 2021,
is available at https://bit.ly/39xCqp3 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
David G. Nixon
The Nixon and Alexander Law Firm
4100 Wagon Wheel Road
Springdale, AR 72762
Tel: (479) 582-0020
Fax: (479) 582-0030
About A & J Construction Management
A & J Construction Management, LLC, is a privately held company in
the industrial building construction industry. It is based in
Springdale, Ark.
A & J Construction sought Chapter 11 protection (Bankr. W.D. Ark.
Case No. 20-71501) on June 29, 2020. The petition was signed by
Jeffrey Mann, Debtor's managing member. At the time of the filing,
the Debtor disclosed total assets of $2,785,493 and total
liabilities of $1,700,539. The Nixon Law Firm is the Debtor's
legal counsel.
ADIENT US: S&P Assigns 'BB-' Rating on New $1.0BB Term Loan B
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Adient US LLC's proposed $1.0 billion term loan
B due 2028 and placed the issue-level rating on CreditWatch with
positive implications in line with all of its existing ratings on
the company. The '2' recovery rating indicates its expectation for
substantial (70%-90%; rounded estimate: 75%) recovery for the
senior secured lenders in the event of a payment default. S&P
expects to resolve the CreditWatch upon the close of the company's
sale of its stake in its Yanfeng Adient Seating Co. Ltd. (YFAS)
joint venture, which it anticipates will occur in the second half
of 2021.
The company plans to use the proceeds from this term loan to
refinance its existing $788 million term loan B. Specifically,
Adient will use the incremental proceeds, along with cash from its
balance sheet, to pay off its existing $800 million senior secured
notes due 2026. The company has tendered $640 million of these
notes and plans to redeem the remaining $160 million over the next
few months.
S&P said, "For this reason, we also raised our issue-level rating
on Adient's existing senior secured debt to 'BB-' from 'B+' and
revised our recovery rating to '2' from '3'. The issue-level rating
remains on CreditWatch, where we placed it with positive
implications on March 12, 2021."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario anticipates a default
occurring in 2025 because of continued weak auto production in
Europe and a combination of the following factors in the U.S. auto
industry:
--A sustained economic downturn that reduces customer demand
for new automobiles;
--Intense pricing pressure brought about by competitive actions
by other auto suppliers and raw material vendors; and
--The potential loss of one or more key customers.
S&P said, "We expect these conditions to reduce Adient's volumes,
revenue, gross margins, and net income, causing its liquidity and
operating cash flow to decline. We also assume about $168 million
in accounts receivable factoring on an ongoing basis."
Simulated default assumptions
-- Simulated year of default: 2025
-- EBITDA at emergence: $610 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $2.898
billion
-- Valuation split (obligors/nonobligors): 30%/70%
-- Priority claims: $754 billion
-- Value available to first-lien debt claims
(collateral/noncollateral): $1.186 billion/$0
-- Secured first-lien debt claims: $1.62 billion
--Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Total value available to unsecured claims: $576 million
-- Senior unsecured debt/pari passu unsecured claims: $2.010
billion/$435 million
--Recovery expectations: 10%-30% (rounded estimate: 20%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals assets pledged from obligors after priority
claims plus equity pledged from nonobligors after nonobligor debt.
Ratings List
Adient plc
Issuer Credit Rating B+/Watch Pos/-- B+/Watch Pos/--
New Rating
Adient US LLC
Senior Secured
US$1 bil term B bank ln due 2028 BB-/Watch Pos
Recovery Rating 2(75%)
Ratings Affirmed; Recovery Expectations Revised
Adient Global Holdings Ltd.
Senior Unsecured B /Watch Pos B /Watch Pos
Recovery Rating 5(20%) 5(15%)
Ratings Raised; Recovery Ratings Revised
Adient US LLC
Senior Secured BB- /Watch Pos B+ /Watch Pos
Recovery Rating 2(75%) 3(60%)
AEROCENTURY CORP: Seeks Cash Collateral Access
----------------------------------------------
Aerocentury Corp. and affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for authority to, among other things, use
cash collateral in which Drake Asset Management Jersey Limited, a
company incorporated in Jersey (Channel Islands), in its capacity
prepetition lender, and UMB Bank, N.A. as agent may assert an
interest.
The Debtors require the use of cash collateral to pay expenses
identified in the budget. It is essential to the Debtors' efforts
to preserve and maximize the value of their assets that they obtain
the authority to use the cash derived from operating the
businesses.
MUFG Union Bank, N.A., Umpqua Bank, Zions Bancorporation, N.A.
(f/k/a ZB, N.A.) d/b/a California Bank & Trust, and Columbia State
Bank, each a lender, and Debtor AeroCentury Corp., as borrower, and
the other Debtors, as guarantors, were parties to the Fourth
Amended and Restated Loan and Security Agreement dated as of May 1,
2020 pursuant to which the Debtors obtained secured financing and
other financial accommodations from the Original Lenders.
The Debtors' primary source of debt financing has been the
Prepetition Loan, which was established pursuant to a revolving
credit facility with a maximum borrowing amount of $145,000,000.
Pursuant to the Loan Purchase and Sale Agreement dated as of
October 2, 2020, among the Prepetition Lender, the Agent, the
Original Lenders, the Original Agent and MUFG Bank, Ltd., the
Prepetition Loan was sold by the Original Lenders to the
Prepetition Lender, and the Original Agent was replaced with the
Agent.
As of March 26, 2021, (a) the aggregate amount of principal and
accrued interest owed under the Prepetition Loan Documents to the
Prepetition Lender is approximately $83,164,109 plus fees,
expenses, and other additional amounts that are chargeable,
reimbursable, or otherwise owing under the Prepetition Loan
Documents.
The Debtors and the Prepetition Lender have reached an agreement
with respect to the Debtor' use of Cash Collateral.
The parties agree that the entry of the Interim Order is necessary
to maximize the value of the Debtors' assets and to avoid immediate
and irreparable harm to the Debtors and their Estates and,
accordingly, is in the best interests of the Debtors, their
Estates, and their creditors.
Provided no Event of Default exists, and during any Remedies Notice
Period, the Debtors will be authorized to use Prepetition
Collateral, including Cash Collateral but specifically excluding
all Gross Revenue After ECD (as limited to exclude Gross Revenue
After ECD, the "Designated Cash Collateral"), in accordance with
the Approved Budget, subject to and in accordance with the terms,
conditions, and limitations set forth in the Interim Order. From
and after the Remedies Notice Period, the Debtors will not be
authorized to use any Prepetition Collateral except with respect to
the Carve Out, including Cash Collateral or Designated Cash
Collateral, unless such use is consented to by the Prepetition
Lender in its sole and absolute discretion or unless otherwise
ordered by the Court after notice and a hearing.
The Debtors have delivered to the Prepetition Lender a 13-week
Approved Budget for the time period commencing with the Petition
Date.
As adequate protection for the use of Cash Collateral, the Debtors
propose providing the Prepetition Lender with the Adequate
Protection Rights, which include the Replacement Liens, certain
payments, and the Adequate Protection Claim. The terms and
conditions on which the Debtors may use Cash Collateral have been
carefully designed to meet the dual goals of sections 361 and 363
of the Bankruptcy Code. If the Interim Order is entered, the
Debtors will have working capital to operate their businesses and
thus, maximize the value of the assets for the benefit of their
stakeholders. At the same time, the Prepetition Lender will be
adequately protected in a manner that it has agreed to for
consenting to Debtors' use of Cash Collateral.
The Adequate Protection Rights are subject to a Carve-Out for:
(i) the unpaid fees required to be paid by the Debtor to the
Clerk of the Bankruptcy Court or to the Office of the United States
Trustee under 28 U.S.C. section 1930(a)(6), plus statutory
interest, if any, imposed under 31 U.S.C. section 3717, provided,
however, that there is no limitation on the obligations of the
Debtors and their Estates with respect to unpaid fees payable to
the U.S. Trustee and Clerk of the Bankruptcy Court pursuant to
section 1930.
(ii) Reasonable fees and expenses incurred by a trustee in any
Successor Case under section 726(b) of the Bankruptcy Code in an
aggregate cumulative amount not to exceed $25,000.
(iii) the Court-approved fee and expense claims of the
respective retained professionals of the Debtors and the Creditors'
Committee which were incurred (A) on and after the Petition Date
and before the Carve-Out Trigger Date but not to exceed the amounts
set forth for each Retained Professional in the Approved Budget as
of the Carve-Out Trigger Date and (B) on and after the Carve-Out
Trigger Date, pursuant to the Approved Budget, in an aggregate
cumulative amount not to exceed $100,000. Nothing in the Interim
Order will waive or limit the right of the Prepetition Lender or
any party in interest to object to the allowance of any such fees
and expenses of Retained Professionals and Committee Member
Expenses.
The Carve-Out Trigger Date is the date on which the Prepetition
Lender provides written notice to the Debtors, the U.S. Trustee and
counsel to the Creditors' Committee of (i) the Termination Date, or
(ii) an Event of Default.
These events constitute Events of Default:
(a) 35 calendar days after the Petition Date if the Final
Order has not been entered by such date;
(b) the closing date of any sale of the Debtors' business or
of substantially all of the assets of the Estate, other than a sale
pursuant to the Asset Purchase Agreement without the consent of the
Prepetition Lender;
(c) the appointment of a chapter 11 trustee or of an examiner
with expanded powers in the Chapter 11 Case;
(d) the conversion of the Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code;
(e) the dismissal of the Chapter 11 Case;
(f) (i) a determination by the Court that a material violation
or breach (other than by the Prepetition Lender), of any of the
provisions of the Interim Order has occurred, or (ii) the
occurrence of any of Events of Default
(g) any other (i.e. not material) violation or breach by the
Debtors of any of the provisions of the Interim Order that is not
disputed or cured within five business days of written notice from
the Prepetition Lender;
(h) the occurrence of the Effective Date (as that term is
defined in the Asset Purchase Agreement); and (i) the effective
date of any plan of reorganization in the Chapter 11 Case that has
been confirmed by an order of the Court. The date on which the
earliest of clauses (a) through (i) occurs is referred to as the
"Termination Date." Upon the Termination Date, the Debtors will
fully reserve the Retained Professional Carve-Out from the
Designated Cash to be held for the benefit of the Retained
Professionals.
The Debtors also request the Court to set a date for the Final
Hearing.
A copy of the Motion and the Debtor's 13-week budget through the
week of June 25, 2021 is available for free at
https://bit.ly/3djLaA9 from PacerMonitor.com. The Debtor projects
a total of $3,559,025 in net cash flow during the period.
About Aerocentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. The Company's principal
business objective is to acquire aircraft assets and manage those
assets in order to provide a return on investment through lease
revenue and, eventually, sale proceeds. The Company is
headquartered in Burlingame, California.
AeroCentury Corp. and affiliates JetFleet Holdings Corp. and
JetFleet Management Corp. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
Morrison & Foerster LLP and Young Conaway Stargatt & Taylor, LLP
are serving as legal advisor, and B Riley Securities, Inc. is
serving as financial advisor and investment banker. Kurtzman
Carson Consultants is the claims agent, maintaining the page
http://www.kccllc.net/aerocentury.
AMERICAN VENTURE: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: American Venture Construction LLC
318 Kingsland Rd
Landing, NJ 07850
Chapter 11 Petition Date: March 31, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-12650
Debtor's Counsel: Andre L. Kydala, Esq.
LAW FIRM OF ANDRE L. KYDALA
54 Old Highway 22
P.O. Box 5537
Clinton, NJ 08809
Tel: 908-735-2616
Fax: 908-735-2017
Email: kydalalaw@aim.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alan Francisco, managing
member/president.
A copy of the petition containing, among other items, a list of the
Debtor's seven unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SK4AXAY/American_Venture_Construction__njbke-21-12650__0001.0.pdf?mcid=tGE4TAMA
ARCOSA INC: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to U.S.
infrastructure, construction, and transportation products and
services provider Arcosa Inc. The outlook is stable. S&P also
assigned its 'BB' issue-level rating and '3' recovery rating to the
proposed senior unsecured notes.
S&P said, "The stable outlook indicates our expectation that steady
demand from the construction products and engineered structures
will offset the soft demand from the transportation products, such
that credit measures are sustained.
"We believe the relatively steady infrastructure-driven demand
counterbalances the cyclicality from the transportation products,
and this reduces the Arcosa's earnings' volatility. We expect
Arcosa's total revenue in 2021 to be about $1.9 billion, remaining
flat or modestly declining by 1%-2%, and adjusted EBITDA to decline
to about $270 million from $300 million (as reported; unadjusted
for StonePoint & full year of Strata acquisitions) in 2020. The
steady performance from the construction products and engineered
structures businesses should mostly offset the large declines in
revenue and earnings from transportation products. The construction
products and engineered structures businesses remain strong, driven
by public and residential construction activities, power and
telecommunications transmission, and green energy projects.
Further, these businesses will grow from incremental revenue from
acquisitions completed in 2020 and 2021. However, we expect demand
for transportation products to be depressed in 2021 as lower liquid
tank barge demand affected by the pandemic is yet to recover,
elevated steel prices are delaying replacement of the aging barge
fleet, and reduced new railcar production is slowing the steel
components volumes.
"We believe the construction products and engineered structures
segments are less volatile than other pure play building materials
companies that are exposed to residential and non-residential
construction. These businesses have a large exposure (more than 50%
of earnings) to infrastructure and public spending, which we
believe are more stable and predictable. On the other hand, the
transportation products segment is highly cyclical, as demonstrated
by its earnings ranging from a low of $56 million (in 2017) to as
high as $215 million (in 2015). We believe Arcosa benefits from the
less-correlated nature of the businesses and this reduces the
potential volatility in its earnings and cash flows. Further, as
the company continues to invest in the growth of its
infrastructure-driven products, we expect its overall financial
performance to be less prone to cyclicality."
S&P's view of Arcosa's competitive risks incorporates its niche
focus, limited scale in specific businesses, as well as some
geographic and customer concentration. While the company's overall
revenue is close to $2 billion, its scale within each business
remains relatively small compared with peers. The company competes
with players such as Vulcan Materials, Martin Marietta, and Summit
Materials in the aggregates business, as well as Valmont Industries
and Sabre Industries in the engineered structures business. The
presence of these larger players in these businesses limits
Arcosa's overall competitive advantage and pricing power. Further,
within the construction products segment the company has geographic
concentration in Texas (about 60% of the segment's revenue) and
most of its revenue from this segment is from the southeast region.
While the company has been expanding into newer markets, its
overall geographic footprint remains relatively concentrated.
Arcosa also has some customer concentration, with the largest
customer accounting for about 15% of total revenue. These risks are
somewhat offset by the company's large market shares in niche areas
such as wind towers, inland barges, plasters, recycled aggregates,
and sand and gravel in the Texas market. The localized nature of
the aggregates industry, presence in fast-growing markets such as
Texas and the Gulf Coast, and a large widespread manufacturing
asset base also mitigate some of the risks.
The company's ability to maintain stable margins despite exposure
to volatile commodity costs is a strength. S&P said, "We expect
the company's gross margins to be between 24% and 26% and EBITDA
margins to be between 14% and 16% over the next 12-24 months. The
company has high exposure to volatile input costs such as steel,
energy, and fuel. Over the past five years, Arcosa's margin
variation has been only about 10%, and we expect this to be
sustained in most market conditions. We believe, like its peers,
the company has the ability to pass through input cost inflation to
its customers and its flexible cost structure further supports the
stability of its margins."
S&P said, "We expect the company will generate strong cash flows
and will reinvest most of those into expanding its core businesses.
We forecast the company to generate operating cash flows of about
$200 million in each of the next two years. We expect maintenance
capital expenditures of about $80 million and shareholders'
distributions (common dividends and share repurchases) of about $35
million annually. We expect the company to deploy most of the
remaining cash flows toward capital investments and acquisitions.
We believe the company will target organic and inorganic
investments toward expansion of its presence in its core businesses
within construction products and engineered structures."
Similar to other peers in the industry and due to the high barriers
to entry, the company's construction products business has been
growing inorganically. Since its separation from the former parent
in late 2018, the company has completed a total of nine small to
midsize acquisitions. Of these, the four largest deals have been in
the construction segment, with four smaller tuck-in acquisitions in
the engineered structures business and one in the marine components
business. S&P expects the company to remain opportunistic and use
cash and revolver borrowings to fund future acquisitions.
S&P said, "Our stable rating outlook on Arcosa reflects our belief
that steady performance from the construction products and
engineered structures will offset the depressed demand of
transportation products. As such, over the next 12 months, we
expect the company to maintain adjusted leverage of 2x-3x and
operating cash flow (OCF) to debt to be in excess of 25%."
S&P could lower its ratings on the company over the next 12 months
if:
-- EBITDA declined by over 25% such that adjusted leverage rose
above 3x or OCF to debt fell below 25%. This could occur if a
severe downturn reduced demand for the company's products or
rapidly rising costs that could not be passed through resulted in
margins falling by more than 400 basis points; or
-- The company undertook large debt-financed acquisitions or
pursued shareholder-friendly actions, causing adjusted leverage to
rise above 3x, with little prospect of a rapid recovery.
S&P views an upgrade as unlikely given the limited scale of
Arcosa's operations. Any upgrade, however, would depend on:
-- The company significantly expanding its size, such that it is
more in line with larger peers; and
-- S&P's viewing the company more favorably because of its
increased exposure to infrastructure end markets or reduced
cyclicality of its business while it maintains adjusted leverage
consistently under 2x.
ARETEC GROUP: S&P Assigns 'CCC' Rating on New $400MM Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' rating to Aretec Group Inc.'s
(B-/Stable/--) new $400 million senior unsecured notes due 2029.
Aretec will use proceeds from the senior unsecured notes, along
with $125 million of incremental term loan and $50 million in cash
on hand, to fund its previously announced acquisition of certain
assets related to the independent financing channel of Voya
Financial Advisors from Voya Financial Inc. and repay the $190
million second-lien term loan. S&P believes the credit metrics--pro
forma leverage (as measured by debt to covenant EBITDA) of
5.75x-6.25x in 2020, up modestly from its previous expectation of
5.5x-6.0x, and pro forma debt service coverage of 2.5x-3.0x--are
still commensurate with the 'B-' issuer credit rating.
S&P said, "We rate the senior unsecured notes two notches below the
issuer credit rating, reflecting the existence of priority debt
(more than 30% of adjusted assets).
"The outlook on Aretec remains stable and reflects our view that
over the next 12 months it will continue to improve earnings and
leverage. We also expect the company will maintain sufficient
liquidity and a comfortable cushion relative to the springing
first-lien net leverage covenant on its revolving credit
facility."
ATLAS INTERMEDIATE: Moody's Affirms B3 CFR on Refinancing
---------------------------------------------------------
Moody's Investors Service affirmed Atlas Intermediate Holdings
LLC's corporate family rating and probability of default rating at
B3 and B3-PD, respectively. Concurrently, Moody's assigned B3
ratings to the company's senior secured first lien credit
facilities consisting of a $432 million term loan due 2028 and a
$75 million first lien delayed draw term loan due 2028. Proceeds
from the new debt were used to repay the company's existing $151
million of preferred equity at par, $271 million first lien term
loan due 2026, and related fees & expenses. The company also has
access to a new $40 million asset based lending (ABL) facility
maturing in 2026 (unrated). The Speculative Grade Liquidity (SGL)
rating remains SGL-3. The outlook is unchanged at stable. Existing
ratings for the term loan due 2026 will be withdrawn as it has been
fully repaid.
Assignments:
Issuer: Atlas Intermediate Holdings LLC
Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3)
Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B3
(LGD3)
Affirmations:
Issuer: Atlas Intermediate Holdings LLC
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Outlook Actions:
Issuer: Atlas Intermediate Holdings LLC
Outlook, Remains Stable
RATINGS RATIONALE
"We view Atlas' refinancing as a positive credit development
because although it increases the company's total debt load, the
new debt is on more favorable economic terms that in combination
with the full redemption of the preferred equity dividend
obligation improves the company's liquidity profile and governance
risk as it simplifies the company's economic ownership," said
Moody's AVP-Analyst Andrew MacDonald. "Nonetheless, the company's
high leverage and our expectation for an acquisitive growth
strategy is consistent with the current B3 corporate family
rating."
Atlas' B3 CFR reflects its high leverage, small size in terms of
net revenues, and narrow service offering. Some of the company's
end markets are cyclical and rely on construction spending from
both the private and public sector. While revenue and earnings were
adversely affected by the COVID-19 pandemic, particularly with
private construction in the Northeast and California, these regions
should recover in 2021 as the economy recovers. The company
competes within a segment of the highly fragmented environmental
and infrastructure services industry against mainly small regional
competitors, however several large competitors with greater
financial resources also exist within the space. Moody's adjusted
debt-to-EBITDA leverage and EBITA-to-interest coverage pro forma
for the refinancing were 6.8x and 1.4x, respectively, for the
twelve months ended December 31, 2020 with leverage expected to
gradually improve towards the mid-6x by 2022 from a combination of
mid-single digit organic revenue growth and debt repayment starting
with $24 million of ABL borrowings outstanding at FY20. Management
projects its company-calculated leverage will be in the mid-5x
range by the end of 2021 on a trailing twelve-month pro-forma
adjusted basis. The rating also incorporates Moody's expectation
that the company's new $75 million delayed draw term loan will be
used to fund acquisitions. The new term loan also has a 2% PIK
feature with no mandatory amortization until 2022 which could delay
deleveraging if the company's growth stagnates. Moody's views the
full redemption of its preferred equity as a favorable governance
development as it simplifies the equity ownership of the company.
The rating is supported by revenue and earnings visibility provided
by the company's backlog of work that is largely non-discretionary
infrastructure and construction testing, inspection, and
engineering services. The rating also benefits from solid EBITA
margins and an expectation of positive free cash flow.
Atlas has adequate liquidity as reflected by its SGL-3 speculative
grade liquidity rating based on Moody's expectation of $20 million
to $25 million of free cash flow during the next 12 months and
access to a partially drawn $40 million ABL revolver. The term loan
is subject to a total net leverage financial maintenance covenant
of 8.25x with 0.25x semi-annual steps downs ending at 6.5x in early
2024 through maturity. The ABL is subject to a fixed charge
coverage ratio of 1.1x when drawn or aggregate letters of credit
exposure exceeds $5 million. Moody's expects that the company will
maintain compliance with these financial covenants at all times.
The stable outlook is supported by Moody's expectation that the
company's backlog supports good revenue growth at stable margins
such that the company will generate sustained positive free cash
flow that will be used for debt repayment. Moody's expects
debt-to-EBITDA to gradually improve to the mid 6x range during the
next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook is supported by Moody's expectation that the
company's backlog supports good revenue growth at stable margins
such that the company will generate sustained positive free cash
flow that will be used for debt repayment. Moody's expects
debt-to-EBITDA to gradually improve to the mid 6x range during the
next 12 to 18 months.
The ratings could be downgraded as a result of operational weakness
that results in revenue declines, debt-to-EBITDA sustained above
7.5x, or EBITA-to-interest coverage below 1x. A deterioration in
liquidity including an expectation of sustained negative free cash
flow could also lead to a downgrade. While it is not expected,
excessive share repurchase activity or large debt funded
acquisitions could also pressure ratings.
Ratings could be upgraded through increased scale,
stable-to-growing margins, along with debt-to-EBITDA sustained
below 6x and free cash flow-to-debt in the mid-to-high single
digits.
Atlas Intermediate Holdings LLC (Atlas), headquartered in Austin,
Texas, is a leading provider of testing, inspection, and
engineering services for large scale infrastructure programs in the
transportation, commercial, water, government, education and
industrial markets. Management reported net service revenues for
the fiscal year ended December 31, 2020 were $384.1 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
AUGUSTA MOTORS: Malone Seeks to Extend Time to Reply to Assets Sale
-------------------------------------------------------------------
Creditor Jillian Malone, individually and on behalf of all others
similarly situated, asks the U.S. Bankruptcy Court for the Southern
District of Indiana to extend the deadline to object to Debtors
Augusta Motors, Inc. and Westlane Financing, Inc.'s proposed sale
of all of their right, title and interest in and to all furniture,
fixtures, equipment, vehicles, inventory, rolling stock, leases,
contracts, accounts, intangibles, and goodwill they used in their
respective businesses to an entity to be formed by the son of James
Lowry, the owner of the Debtors, for $225,000.
On March 3, 2021, the Debtors filed their Sale Motion. On March 4,
2021, they filed a Notice of Hearing, which set the deadline to
object to the Sale Motion, to and including March 25, 2021, and set
the Sale Motion for a hearing on March 29, 2021, at 10:45 a.m.
On March 23, 2021, the Debtors filed their Motion to Continue
Hearing. On March 24, 2021, the Court entered an order granting
the Motion to Continue, which rescheduled the Hearing for May 6,
2021, at 10:30 a.m.
Malone requests additional time to further evaluate possible
interests that may be affected by the relief the Debtors have
requested within the Sale Motion. As a result, she respectfully
requests a 30-day extension of time, to and including April 26,
2021, to object to the Sale Motion.
The requested extension is not made for the purpose of delay or any
other improper or dilatory purpose. On March 24, 2021, the counsel
for Malone contacted the Debtors' counsel regarding the requested
extension. Mr. Krebs indicated that he does not object to the
relief requested.
To the extent the foregoing requested extension is denied, Malone
respectfully requests 14 days from the entry of an order denying
the requested extension to object to the Debtors' Sale Motion.
About Augusta Motors
Augusta Motors, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 20-05414) on September 28, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Hester Baker Krebs LLC.
AUGUSTA MOTORS: Malone's Objection to All Assets Sale Due April 26
------------------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana extended the deadline to and including April
26, 2021, for Creditor Jillian Malone, individually and on behalf
of all others similarly situated, to object to Debtors Augusta
Motors, Inc. and Westlane Financing, Inc.'s proposed sale of all of
their right, title and interest in and to all furniture, fixtures,
equipment, vehicles, inventory, rolling stock, leases, contracts,
accounts, intangibles, and goodwill they used in their respective
businesses to an entity to be formed by the son of James Lowry, the
owner of the Debtors, for $225,000.
Malone sought additional time to further evaluate possible
interests that may be affected by the relief the Debtors have
requested within the Sale Motion.
About Augusta Motors
Augusta Motors, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 20-05414) on September 28, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Hester Baker Krebs LLC.
AUSTIN CONVENTION: S&P Lowers Senior Secured Bonds Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings lowered the issue-level rating on Austin
Convention Enterprises Inc.'s (ACE) senior secured bonds to 'BB+'
from 'BBB-' and its subordinated bonds to 'B' from 'BB-' and placed
the ratings on CreditWatch with negative implication.
S&P said, "The downgrade reflects our view that the project is
experiencing a longer path to recovery following COVID-19 than we
had projected. Though ACE performed in line with our base case
forecast for 2020, a slower-than-expected recovery due to the
prolonged impact of the pandemic has led to weak operating metrics
as the Austin Convention Center has been used for alternate care in
response to COVID-19 cases in Austin since January 2021.
"While the Austin Convention Center is expected to be demobilized
and ready for events in the next month, we forecast it will take at
least another six months for corresponding convention events to
return to Austin. We view ACE's senior secured bonds as
inconsistent with an investment-grade credit profile due to the
concern of prolonged recovery.
"We view the risk that ACE could deplete all dedicated reserves to
its subordinated bonds as early as mid-2022 remains material. Given
the potential exposure to a non-payment default for ACE's
subordinated bonds, we view the subordinated bonds in line with our
expectation of a 'B' rating.
"The downgrade also reflects our view that the project would face
an imminent risk of operational default due to a lack of
operational cash flow to pay administrative expenses, which could
only be paid by using operational cash flow pursuant to the
indenture." Subject to the 120-day grace period under the terms in
the indenture, a failure to pay administrative expenses would
trigger an event of default under the indenture, which could
subsequently subject lenders to remedies including the right to
accelerate the bonds with a majority vote.
In an Electronic Municipal Market Access (EMMA) filing on March 12,
2021, ACE proposed two amendments to the indenture to bondholders
to seek their approval, in order to provide more liquidity for the
project and ensure that the possibility of an operational default
is mitigated. The two amendments are an application of a Federal
Paycheck Protection Program (PPP) loan and an authorization of
drawdown from reserves to pay for administrative expenses for one
year. ACE also provided three possible scenarios regarding ongoing
sufficiency of its liquidity profile.
The CreditWatch placement reflects the unknown outcome of the
bondholders' vote on the requested indenture amendments. If neither
is approved, the ratings could be lowered by multiple notches due
to the imminent operational default on the horizon. It also
reflects S&P's belief that the path to recovery and sufficiency of
liquidity for subordinated bonds could be at risk of non-payment as
early as mid-2022.
Project Description
ACE owns Hilton Austin, an 801-room, full-service hotel in downtown
Austin, Texas, across from the Austin Convention Center. The hotel
opened on Dec. 27, 2003, and operates in a 31-story tower (24
stories are occupied by the hotel), with about 98,800 square feet
of meeting space (including pre-function space). Below the hotel is
a 750-space parking garage, 600 of which the hotel operates.
The project's performance has been trending below S&P's base case
forecast since January 2021 due to the prolonged impact of the
pandemic on the hotel's operation.
Though ACE performed in line with our base case forecast for 2020,
a slower-than-expected recovery due to the prolonged impact of
pandemic has led to weak operating metrics since January. On a
year-to-date basis (as of February 2021), ACE experienced low
occupancy and average daily rate (ADR) at 18.7% and $112.83,
respectively. As a result, revenue per available room (RevPAR) was
suppressed at $21.12, which is an approximately 87% decline from
the same period in 2019.
S&P said, "The hotel's operations are underperforming relative to
our forecast, which we had expected an early recovery in the first
quarter of 2021. In addition, the Austin Convention Center has been
used for alternate care in response to COVID-19 cases in Austin
since January. While the Austin Convention Center is expected to be
demobilized and ready for events in the next month, we believe that
it would take at least another six months for corresponding
conventions to return to Austin, given that convention planning is
a relatively lengthy process, with sizable conventions typically
booking more than six months in advance. Therefore, we view ACE's
senior secured bonds no longer consistent with an investment-grade
credit profile due to the prolonged recovery. In addition, we
believe the risk that ACE could deplete all dedicated reserves to
its subordinated bonds as early as mid-2022 remains material. Given
the potential exposure to a non-payment default for ACE's
subordinated bonds, we view the subordinated bonds in line with our
expectation of a 'B' rating."
An operational event of default is imminent due to the lack of
operational cash flow to cover administrative expenses.
ACE is also facing an imminent risk of insufficient operational
cash flow to pay its administrative expenses, which cannot be paid
by using any other sources of funds (including any cash accounts
currently available at the project) pursuant to the indenture.
Subject to the 120-day grace period under the terms of the
indenture, a failure to cure the covenant breach of not paying
administrative expenses would trigger an event of default under the
indenture, which could subsequently subject lenders to remedies
including the right to accelerate the bonds with a majority vote.
Currently, the project is seeking solutions to achieve majority
bondholders' approval for two amendments to its indenture. The two
amendments are an application of a $2.5 million Federal Paycheck
Protection Program (PPP) loan and an authorization to draw down
from reserves to pay for administrative expenses for one year. The
downgrade also reflects that the project would be fully exposed to
an operational default on the horizon if neither of the two
amendments were approved.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P considers the impact of the COVID-19 pandemic to be a social
public health and safety issue, related to the ESG factors.
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."
The CreditWatch placement of the ratings on ACE's senior secured
and subordinated bonds reflects uncertainty over sufficient net
operating cash flow to pay administrative expenses, which could
trigger an event of default under the bond indenture if uncured
within 120 days. If neither are approved, the ratings could be
lowered by multiple notches due to the imminent operational default
on the horizon.
S&P said, "The CreditWatch placement also reflects our belief that
the path to recovery and sufficiency of liquidity for the
subordinated bonds could be at risk of non-payment as early as
mid-2022. We are currently revising our base case forecast and
expect to resolve the CreditWatch placement within 30-60 days. We
could further lower the ratings by at least one notch if the
pressure on the project's ability to fund operating expenses and
debt service grows significantly under our revised base case
forecast."
AVEANNA HEALTHCARE: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed the outlook for Aveanna
Healthcare LLC to stable from negative. At the same time, Moody's
affirmed the company's B3 Corporate Family Rating and B3-PD
Probability of Default Rating, the B2 rating on the company's
senior secured first lien credit facilities, and the Caa2 rating on
the senior secured second lien term loan.
The rating affirmation and change of outlook to stable reflects
strengthening in Aveanna's operational performance despite the
impact of the coronavirus outbreak, and improved liquidity.
Moody's expects further improvement in profitability and credit
metrics over the next 12-18 months. Additionally, Moody's expects
that Aveanna will be able to successfully integrate its recent home
health and hospice acquisitions.
Moody's took the following rating actions on Aveanna Healthcare
LLC:
Affirmations:
Corporate Family Rating, at B3
Probability of Default Rating, at B3-PD
Senior Secured First Lien Revolving Credit Facility, at B2 (LGD3)
Senior Secured First Lien Term Loan, at B2 (LGD3)
Senior Secured Second Lien Term Loan, at Caa2 (LGD5 from LGD6)
Outlook Actions:
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Aveanna's B3 CFR reflects the company's high financial leverage,
with pro forma debt/EBITDA of approximately 7.2x on a Moody's
adjusted basis for the twelve months ended December 31, 2020. This
calculation gives the benefit of adding back unusual COVID-19
related costs. Moody's believes that the company will continue to
pursue an aggressive growth strategy, including acquisitions that
are likely to be at least partially funded with incremental debt.
The rating also reflects Aveanna's highly concentrated payor mix
with significant Medicaid exposure, and meaningful geographic
concentration in the sates of Texas, California, and Pennsylvania.
However, the rating benefits from Aveanna's leading niche position
in the otherwise fragmented market of pediatric home health
services, where it provides critical services to children and
families, as well as its expanding presence in home health and
hospice segment. Moody's believes that the company's strategy to
grow its home health and hospice businesses will benefit the credit
profile through greater scale, increased service line and payor
diversity and faster growth. That said, building up a new service
area brings execution risk and home health and hospice acquisitions
typically have higher purchase multiples than Aveanna's other
businesses. This will likely result in leverage remaining elevated
in order to support acquisitions.
Social and governance considerations are material to Aveanna's
credit profile. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given Aveanna experienced
substantial declines in volumes, which peaked in late March and
April 2020. However, volumes have mostly recovered, and Moody's
expects growth will be in the mid-single digits over the next 12-18
months, given the necessity of the company's services offering.
Moody's believes Aveanna will remain exposed to the social risks of
providing health care and related services in private duty nursing
and therapy to a highly vulnerable patient base often comprised of
sick and disabled children who need near around-the-clock care.
There is ongoing legislative, political, media and regulatory focus
on ensuring the delivery of medically appropriate care to this
patient base. Private duty nursing, home health and hospice
companies that bill Medicare and Medicaid are subject to a
significant number of complex regulations. Any weakness in
providing healthcare services - real or perceived - can negatively
affect Aveanna's reputation and ability to attract and sustain
clients at profitable rates. Additionally, a possible data breach
event, where intellectual property and other internal types of
sensitive records are released could cause legal or reputational
harm.
With respect to governance, Moody's expects Aveanna's financial
policies to remain aggressive due to its ownership by private
equity firms Bain Capital and J. H. Whitney, as well as a track
record of supplementing organic growth with material debt-funded
acquisitions.
Aveanna's good liquidity is supported by approximately $137 million
of cash on balance sheet as of December 31, 2020. However, the
company's cash balance will be reduced by $25 million following the
repayment of HHS provider relief funds, which the company made in
February 2021. Additionally, the cash balance includes $49 million
of deferred payroll taxes as permitted by the Cares Act, of which
50% has to be paid on 12/31/21 and the remaining 50% will be paid
on 12/31/22. Moody's expects Aveanna will fund all basic cash
obligations from internal sources over the next 12 to 18 months.
The company also has a $75 million revolving credit facility,
expiring in March 2023. While there was no outstanding balance
under the facility as of December 31, 2020, the revolver is limited
by roughly $20 million of letters of credit outstanding, associated
with workers compensation. The company's secured revolver is
subject to maximum total net leverage covenant which will have
ample headroom.
The stable outlook reflects Moody's expectation that Aveanna will
continue to grow revenue and earnings, but that financial leverage
will remain high as the company will remain acquisitive, over the
next 12-18 months. The outlook also reflects Moody's expectations
that EBITDA addbacks will continue to decline, and that Aveanna
will maintain at least adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Aveanna effectively manages its
growth, while maintaining conservative financial policies reflected
in adjusted debt/EBITDA sustained below 5.5 times. The company
would also need to maintain good liquidity reflected by consistent
generation of positive free cash flow.
The ratings could be downgraded if Aveanna experiences significant
reimbursement reductions and/or wage pressure. An aggressive
acquisition strategy or debt funded dividends could also lead to a
downgrade. Further, weakening of liquidity or sustained negative
free cash flow could lead to a downgrade.
Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC, is a
leading provider of pediatric skilled nursing and therapy services,
home health and hospice services, as well as medical solutions,
such as enteral nutrition, respiratory therapy, and medical supply
procurement. Aveanna is majority-owned by private equity firms Bain
Capital and J. H. Whitney. The company generated revenues of
approximately $1.5 billion for the twelve months ended December 31,
2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
BAY HARBOR: $28.5M Sale of 3K-Acre Midlothian Ranch to RREAF OK'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Bay Harbor Investment Group, LLC's sale of the
2,970-acre High View Ranch in Midlothian, Texas, to RREAF Holdings,
LLC, for $28,502,064 (or approximately $9,603 per acre).
The Sale Hearing was held on March 22, 2021.
The Court incorporates in the Order those stipulations and findings
and conclusions set forth in the Agreed Order Providing Adequate
Protection and Conditional Relief from the Automatic Stay - Happy
State Bank, entered Feb. 17, 2021 and findings and conclusions set
forth in the Agreed Order on Motion to Compel Assumption and
Performance of Executory Contract, entered Feb. 17, 2021.
The Purchase and Sale Agreement is approved.
Commonwealth Title of Dallas - James P. Lazar, P.C. or any other
authorized escrow agent facilitating the Proposed Sale is
authorized and directed to disburse funds directly to HSB as
necessary to satisfy in full the secured claim of HSB as set
forth.
The Sale is free and clear of all Interests and Claims, with all
such Interests or Claims to attach to the proceeds of the Proposed
Sale.
Time is of the essence in consummating the Proposed Sale. In order
to maximize the value of the Property, it is essential that the
sale of the Property occur within the time constraints set forth in
the PSA.
The automatic stay provisions of Bankruptcy Code section 362 are
lifted and modified to the extent necessary to implement the terms
and conditions of the PSA and the provisions of the Order.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014,
or any other law that would serve to stay or limit the immediate
effect of the Order, the Order will be effective immediately upon
entry, and the Debtor and RREAF are authorized to consummate the
Proposed Sale immediately upon entry of the Order, in accordance
with the PSA.
Upon the closing and consummation of the Proposed Sale to RREAF,
the Debtor or the authorized closing/escrow agent is authorized to
distribute the proceeds from the sale of its Property to the
following secured creditors as follows:
a. Happy State Bank: $18.35 million or less
b. RREAF: $1.05 million or less
c. Rick Mashburn, Richard Guerrant, and Guerrant Ranch, LLC:
i. $249,408.32 - paid to Rick Mashburn for satisfying
the obligations known as the Tejas and Gearhart Notes in that
certain Credit Support Agreement executed by the Debtor ("CSA"),
and $10,000 for reasonable and necessary fees and expenses incurred
effectuating the Tejas Refinance and CSA,
ii. $331,433.53 - paid to Guerrant Ranch, LLC for
satisfying the obligations known as the Tejas and Gearhart Notes in
the CSA,
iii. $10,000 - paid to Richard Guerrant for reasonable
and necessary fees and expenses incurred effectuating the Tejas
Refinance and CSA, and
iv. $744,755 - paid to Texas First Bank to purchase and
pledge substitute Certificates of Deposit as collateral securing
the Texas First Bank loan to Tejas Premium Meats, LLC, and causing
the release of guarantees provided by Richard Guerrant and Rick
Mashburn to Texas First Bank, in accordance with the terms and
conditions of the CSA.
d. Ellis County Tax Assessor-Collector and any other
assessing authority: an amount sufficient to secure the release of
all property tax liens for the tax years prior to 2021.
e. The balance of the sale proceeds will remain with the
closing / escrow agent for the Proposed Sale pending further Order
of the Court.
If the Proposed Sale of the Property to RREAF does not close, the
Debtor is authorized to amend its Motion to ask approval of the
sale of its Property to a new buyer and under a new contract that
will close prior to June 1, 2021, which is the date the automatic
stay is modified pursuant to the HSB Order.
About Bay Harbor Investment Group, LLC
Based in Midland, Texas, Bay Harbor Investment Group, LLC
primarily
engages in renting and leasing real estate properties.
Bay Harbor Investment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42757) on Aug. 31,
2020. Bay Harbor Investment President Thomas Kelly signed the
petition.
At the time of the filing, Debtor had estimated assets of between
$10 million and $50 million and liabilities of the same range.
Judge Edward L. Morris oversees the case. Crowe & Dunlevy, P.C.
is
Debtor's legal counsel.
BEAZER HOMES: Moody's Affirms B3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service changed the outlook for Beazer Homes USA,
Inc. to positive from stable. Moody's also affirmed Beazer's
existing ratings, including the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and B3 ratings on the company's
senior unsecured notes. The SGL-2 Speculative Grade Liquidity
Rating was maintained.
The positive outlook reflects Moody's expectation that Beazer will
continue to benefit from strong tailwinds in the homebuilding
sector in the next 12 to 18 months. Moody's expects the company to
improve gross margin, generate higher earnings and reduce debt by
approximately $75 million during fiscal 2021. This will contribute
to a reduction in Beazer's debt to capitalization toward 60%.
Moody's also expects positive cash flow from operations, good
liquidity and improvement in interest coverage to 2.5x.
"Beazer's strong backlog of approximately $1.16 billion at December
31, 2020 and good new order bookings will contribute to its top
line growth over the next 12 to 18 months," says Natalia Gluschuk,
Moody's Vice President -- Senior Analyst.
The following rating actions were taken:
Affirmations:
Issuer: Beazer Homes USA, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4)
Outlook Actions:
Issuer: Beazer Homes USA, Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
Beazer's B3 Corporate Family Rating reflects the company's: 1) high
homebuilding debt to book capitalization of about 65% at December
31, 2020; 2) exposure to cost pressures affecting the sector,
including building materials, land and labor; 3) exposure to the
cyclicality of the homebuilding industry, protracted volume
declines and land impairments; and 4) share repurchase program,
although significant repurchases are not anticipated.
At the same time, the credit profile is supported by the company's:
1) considerable size and scale and geographic diversity; 2) focus
on the first-time homebuyer segment for approximately half of total
closings, which is expected to benefit from supportive demographic
trends; 3) commitment to debt reduction and focus on strengthening
the balance sheet; and 4) conservative approach to land investments
and increasing the proportion of optioned lots, which contributes
to positive cash flow from operations.
Beazer's SGL-2 Speculative Grade Liquidity Rating reflects the
company's good liquidity, supported by $245 million of cash at
December 31, 2020, Moody's expectations of positive cash flow from
operations, and availability under a $250 million senior secured
revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company's homebuilding debt to
book capitalization trends toward 60% and EBIT to interest coverage
approaches 2.0x, while gross margin improves and good liquidity is
maintained.
The ratings could be downgraded if the company's homebuilding debt
to book capitalization is sustained above 70%, EBIT to interest
coverage weakens below 1.0x, the company experiences net losses on
an annual basis or a deterioration in its liquidity profile.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Beazer Homes USA, Inc., headquartered in Atlanta, Georgia, is a US
homebuilder operating across three geographic regions: West, East
and Southeast. The company has presence in 13 states, including
Arizona, California, Nevada, Texas, Indiana, Maryland, Delaware,
Tennessee, Virginia, Florida, Georgia, North Carolina and South
Carolina. Beazer targets entry-level, move-up, and active adult
homebuyers, and in fiscal 2020, the company delivered 5,492 homes.
Total revenue and net income for the LTM period ended December 31,
2020 were approximately $2.1 billion and $61 million, respectively.
BELLA HOLDING: Moody's Assigns B3 CFR Following CVC Capital Deal
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating to Bella Holding Co, LLC (dba
MedRisk) following the planned acquisition by CVC Capital Partners
of a majority stake in MedRisk. Moody's also assigned a B2 rating
to the proposed senior secured first lien credit facilities. The
outlook is stable.
Proceeds from the new debt, together with new sponsor equity, will
be used to acquire the majority stake in MedRisk, fully retire
existing debt (including a $432 million first lien term loan and a
$200 million second lien term loan) and pay related fees and
expenses. Once repaid, Moody's will withdraw the ratings on these
instruments, and the ratings of CP VI Bella Topco, LLC including
its Corporate Family Rating (CFR) and Probability of Default Rating
(PDR).
"MedRisk's B3 Corporate Family Rating reflects its very high
leverage, despite the expected strong earnings growth" said
Jean-Yves Coupin, Moody's Vice President/Senior Analyst. "However,
debt/EBITDA will improve towards 7x over the next 12 to 18 months
driven by revenue growth and margin improvement following
pandemic-related pressures" continued Coupin. "A robust market
position in the niche workers comp cost containment business and a
solid track record of generating strong free cash flow support the
rating."
Rating Actions:
Issuer: Bella Holding Co, LLC
Assign Corporate Family Rating (CFR) at B3
Assign Probability of Default Rating (PDR) at B3-PD
Assign Senior Secured First Lien Term Loan rating, at B2 (LGD3)
Assign Senior Secured First Lien Revolving Credit Facility rating,
at B2 (LGD3)
Ratings to be withdrawn on completion of refinancing:
Issuer: CP VI Bella Topco, LLC
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
Senior Secured First Lien Revolving Credit Facility due 2022, at
B2 (LGD3)
Senior Secured First Lien Term Loan due 2024, at B2 (LGD3)
Senior Secured Second Lien Term Loan due 2025, at Caa2 (LGD5)
Outlook Actions:
Issuer: Bella Holding Co, LLC
Outlook, Stable
RATINGS RATIONALE
The B3 CFR reflects MedRisk's very high financial leverage and
aggressive financial policies as evidenced by Debt/EBITDA of over
9x pro forma the planned acquisition by CVC Capital Partners of a
majority stake in MedRisk. However, Moody's expects leverage to
rapidly decline towards 7x with earnings growth over the next 12-18
months. The rating is also constrained by significant customer
concentration, as Moody's expects the three largest customers to
continue to generate over 50% of revenue. However, the rating is
supported by MedRisk's strong value proposition to its payor
clients and network providers which will continue to drive organic
growth, as well as the company's good liquidity. The company also
has a national presence with only moderate geographic
concentration. These credit strengths were reflected in MedRisk's
resilient operating performance in 2020 despite the coronavirus
pandemic which dampened volume growth.
Moody's expects MedRisk to maintain very good liquidity over the
next 12-18 months following the proposed refinancing of its capital
structure. Liquidity will be supported by positive free cash flow
and material availability under its revolver. The company has some
working capital volatility, but a modest level of capital
expenditures. Moody's estimates free cash flow of $55 million to
$60 million per year. At close, Moody's expects MedRisk to have
about $10 million in cash. Furthermore, the company will have no
near-term maturities with the $750 million first lien term loan due
in 2028 and the $300 million second lien term loan (unrated) due in
2029. Liquidity will also be supported by an undrawn $100 million
revolving credit facility.
The stable outlook reflects our expectation that MedRisk's steady
earnings growth will continue, which will help reduce leverage
towards 7x over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if the company fails to reduce its very
high financial leverage, if operating performance weakens, or if
free cash flow becomes negative.
While an upgrade is unlikely in the near-term, MedRisk's rating
could be upgraded if the company expands its scale and reduces its
customer concentration. Further, the rating could be upgraded if
debt to EBITDA is sustained below 6 times.
Social considerations are material to the overall credit profile of
MedRisk. Positive social considerations include the growing demand
from payors to improve the value of care while controlling their
costs. In this respect, MedRisk has a strong track record of
managing physical therapy claims at a significantly lower cost than
many insurers or PPO networks. With respect to governance, private
equity ownership increases the risk of shareholder friendly actions
that come at the expense of creditors. MedRisk has a track record
to re-leveraging events that have resulted in sharp increases in
financial leverage.
Following are some of the preliminary credit agreement terms, which
remain subject to market acceptance. The proposed first lien term
loan is expected to have no financial maintenance covenants while
the proposed revolving credit facility will contain a springing
maximum first lien leverage ratio of 8.25x that will be tested when
the revolver is more than 35% drawn (commencing with the third full
fiscal quarter ending after the closing date). In addition, the
first lien credit facility contains incremental facility capacity
up to the sum of the greater of $140.0 million and 100.0% of EBITDA
plus unlimited amounts up to: 1st Lien Net Leverage Ratio of 5.30x
(if pari passu secured). Amounts up to the greater of (x) $140
million and (y) 100% of Consolidated EBITDA may be incurred with an
earlier maturity date than the initial term loans.
Collateral leakage is permitted through transfers of assets to
unrestricted subsidiaries, up to the carve-out capacities, subject
to express "blocker" provisions to be agreed on the transfer of
intellectual property that is material to the business of the
company and its subsidiaries, taken as a whole.
Only domestic subsidiaries that are wholly-owned must act as
subsidiary guarantors; dividends or transfers of partial ownership
interests could jeopardize guarantees, subject to protective
provisions limiting such releases if the Guarantor remains a
majority-owned restricted subsidiary of the company and (i) the
disposition of equity interest was undertaken for the sole purpose
of causing such guarantor to cease to be a guarantor, or (ii) the
other owners are affiliates of the company.
Founded in 1994, MedRisk manages workers compensation claims for
physical therapy, occupational therapy and chiropractic services.
The company's customers include insurance carriers, third-party
administrators (TPAs), self-insured employers and government
entities. MedRisk is the second-largest platform in the workers'
compensation network services industry and has relationships with
approximately 64,000 physical medicine providers across 49 states
and Washington D.C. The company is majority-owned by CVC Capital
Partners and by the Carlyle Group. In 2020, it generated gross
revenues of approximately $660 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
BRAZOS ELECTRIC: Has 20 Potential Lenders for DIP Loan
------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Brazos Electric's lawyer
said that the Texas utility has signed non-disclosure agreements
with 20 potential bankruptcy lenders, ranging from traditional
money center banks to hedge funds. Many parties pro-actively
contacted Brazos about potentially providing the loan, Louis
Strubeck of Norton Rose Fulbright said in a bankruptcy hearing
Tuesday, March 30, 2021
Potential lenders include "sophisticated," well-capitalized hedge
funds that are familiar with the power industry, he said.
Non-binding indications of interest were due March 26, 2021 he
said; no lenders have yet been chosen.
About Brazos Electric
Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power. At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.
Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No.
21-30725) on March 1, 2021. At the time of the filing, the Debtor
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge David R. Jones oversees the case.
Brazos Electric hired Norton Rose Fulbright and Dallas partner
Louis Strubeck, to lead its restructuring effort. Lawyers say that
Foley & Lardner LLP bankruptcy partner Holland O'Neil is also
advising Brazos Electric. Stretto is the claims and noticing agent.
BWX TECHNOLOGIES: S&P Rates New $400MM Senior Unsecured Notes 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to BWX Technologies Inc.'s proposed $400 million
senior unsecured notes due 2029. The recovery rating indicates its
expectation of average (30%-50%; rounded estimate: 35%) recovery in
a payment default scenario.
BWX will use the proceeds from the new $400 million senior
unsecured notes to repay its existing $400 million senior unsecured
notes due 2026. However, the existing notes aren't callable until
July 15, 2021; thus, the company will carry an increased debt
balance until the call date. S&P expects BWX to initially use the
proceeds to pay down the outstanding borrowings on its revolver and
then repay the existing notes in July. The new notes will likely
have a lower coupon, which will modestly reduce the company's
interest expense.
Issue Ratings--Recovery Analysis
Key analytical factors:
-- Pro forma for the transaction, the company's capital structure
comprises a $750 million secured revolver due 2025 (unrated), $400
million of unsecured notes due 2028, and the proposed $400 million
unsecured notes due 2029.
-- S&P has valued the company on a going-concern basis using a 5x
multiple of our projected emergence EBITDA.
-- Other key default assumptions include LIBOR of 2.5% and the
revolver is 85% drawn.
Simulated default assumptions:
-- Simulated year of default: 2026
-- EBITDA at emergence: $187 million
-- EBITDA multiple: 5x
Simplified waterfall:
-- Net enterprise value (after 5% administrative costs): $886
million
-- Valuation split (obligors/nonobligors): 82%/18%
-- Collateral value available to first-lien creditors: $830
million
-- Total first-lien debt: $592 million
--Recovery expectations: Not applicable
-- Collateral value available to unsecured creditors: $294
million
-- Total unsecured debt: $815 million
--Recovery expectations: 30%-50% (rounded estimate: 35%)
CAR STEREO: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Car Stereo Trading, Inc. and MD Audio Engineering, Inc. ask the
U.S. Bankruptcy Court for the Southern District of Florida, Miami
Division, for authority to use cash collateral, nunc pro tunc to
the petition date.
The Debtors request authority to use cash collateral on an interim
basis to pay obligations in the ordinary course of business and
preserve financial status quo. The Debtors have worked diligently
to prepare its schedules and forms, and to get their respective
financial house in order which has resulted in a delay in the
filing of the motion and a request for nunc pro tunc relief.
The Debtors anticipate that they will continue to generate and
collect account receivables after the Petition Date, in the
ordinary course of their business. As set forth in the Budgets, Car
Stereo projects revenue to total $2,302,672, and expenses of
$2,111,247.60 during the period of the Petition Date through August
30, 2021, and MD Audio Stereo projects revenue to total $1,422,220,
and expenses of $974,857 during the period of the Petition Date
through August 30, 2021.
The Debtors run an import/export based business and a
time-sensitive business, and require the immediate payment of
vendors, suppliers, employees and contractors. If the Debtors
cannot pay trade creditors with available cash supply, sources will
cease, orders will not be satisfied and critical contracts with
customers will be jeopardized.
The Debtors believe the U.S. Small Business Administration, Eastern
National Bank and United Company Funding, will assert a security
interest in the Debtors' assets, including accounts receivable. As
adequate protection, the Debtors propose to provide those entities
with a replacement lien on the Debtors' accounts receivable, assets
and other proceeds as each of their contracts/perfected liens
provide which may be generated from the Debtors' operations.
The Debtors each operate an import/export business of electronics
and car stereo systems, many of which are manufactured in China and
Korea pursuant to MD Audio's patents and distributed under
tradenames, trademarks and copyrights, which are registered
worldwide. The Debtors "share" purchases and sales and fund each
other as needed to cover operations.
Generally, the Debtors prepare a purchase order for products which
is then submitted to a factory in China or Korea. Approximately 30%
of the total order purchase price is paid when the purchase order
is submitted. An account payable for the balance is scheduled,
which is due when the container reaches its destination in the U.S.
Due to Covid-19 there were delays in manufacturing and shipping,
which delays are still continuing although they are slowly
resolving. Further, two containers full of product were lost at sea
in November 2020 due to a storm which hit the container ship.
Without the product, the Debtors had substantial sales losses. Car
Stereo maintained insurance for the cost of the product contained
in the containers in the aggregate amount of $196,200.25 but until
there is official certification that the containers were actually
lost and not part of the containers which have been recovered, or
that if recovered, the products are damaged or destroyed, the
insurance company will not disburse payment. That certification has
not been forthcoming.
The Debtors sell the products much the same way they are purchased.
A purchase order is entered with the buyer and a generally a small
percentage of the purchase price is paid. They then collect the
balance upon delivery. However, a substantial portion of sales
occur after delivery of the product from the manufacturer.
A loss of the two containers at sea in November 2020 caused a
disruption in the Debtors ability to obtain necessary income to pay
creditors.
Car Stereo had $1,640,999.28 in accounts receivable on the Petition
Date, approximately 25% of which is estimated to be uncollectible.
MD Audio had $745,208.87 in accounts receivable on the Petition
Date, approximately 25% of which is estimated to be uncollectible.
COVID-19 business disruption and the loss of the two containers are
part of the reason why the receivables are so high and the Debtor
was forced to seek protection under the Bankruptcy Code.
The Debtors relied upon a series of current and future accounts
receivable financing companies to maintain its operations for
several years prior to filing the bankruptcy case. These companies
charge high interest, origination fees, other fees (20% or 30% plus
origination and other fees) and withdraw a set amount of funds
generally on a daily schedule. They base their payments on a
repayment schedule that they created. The payment obligations are
always guaranteed by Jose Telle, the owner of Car Stereo and most
are cross collateralized by the Debtors accounts receivables.
Further, they may sell or otherwise encumber their own contracts,
or enter into collection contracts with other companies as ACH
withdrawals were occurring from entities that were not recognized
by the Debtors. These constant ACH withdrawals often resulted in
the Debtors overdrawing their bank accounts and were refused by the
bank, yet the companies would try again the next day.
These companies term the agreement as a "sale of current and future
accounts receivable" and not a loan but do not ask for, or receive,
a current accounts receivable list at the time of approval of the
funds, nor ask the "seller" to provide updated accounts receivable
lists at any time in the future. A review of the law of the
jurisdictions which governs the contracts reveals substantial
compliance flaws in the documents that appear to invalidate the
"sale" of the accounts receivable.
The Debtors further cross-collateralized an $800,000 line of credit
and mortgage loan to CST Buildings, LLC from Eastern Financial Bank
with their current and future accounts receivables, among other
things.
Both Car Stereo and MD Audio obtained an EIDL loan from the SBA
which are also collateralized by the accounts receivable.
Car Stereo and LG Funding entered into a written contract on June
9, 2020 whereby Car Stereo "sold" LG Funding $95,200 of "all of
Merchant's future accounts, contract rights, and other obligations
arising from or relating to the payment of monies from Merchant's
customers and/or other third party payors for the payment of
Merchant's sale of goods or services" of $70,000.
LG Funding's contract provides for a security interest in
collateral, that is defined as collectively: (a) all accounts,
including without limitation, all deposit accounts,
accounts-receivable, and other receivables, chattel paper,
documents, equipment, general intangibles, instruments, and
inventory as those terms are defined by Article 9 of the Uniform
Commercial Code, now or hereafter owned or acquired by Merchant;
and (b) all proceeds.
As Car Stereo believes LG Funding holds only an unsecured claim as
a result of the preferential transfer 10 days prior to filing, no
replacement lien will be offered.
MD Audio and Kabbage Loans entered into a contract on or about
January 12, 2021, whereby MD Audio "sold" certain current and
future accounts receivable. It does not appear that Kabbage
perfected its security interest by filing a UCC-1 financing
statement and therefore MD Audio believes that Kabbage Loans has an
unsecured claim against MD Audio.
MD Audio and Complete Business Solutions Group, Inc. dba Par
Funding entered into an Agreement for the Purchase and Sale of
Future Receivables on January 20, 20205 wherein CBSG "purchased"
"receivables." MD Audio granted CBSG a security interest in "(a)
all accounts, chattel paper, documents, equipment, general
intangibles, receivables not previously sold by Merchant seller to
Purchase, instruments, royalties, and inventory, as those terms are
defined in Article 9 of the Uniform Commercial Code, now or
hereafter owned or acquired by Merchant Seller; and (b) all
proceeds, as that term is defined in Article 9 of the UCC. Jose
Telle guaranteed the agreement.
CBSG may have perfected its security interest by the filing of a
UCC-1 financing statement through an agent, however, MD Audio is
unable to verify same.
MD Audio and ML Factors Funding LLC entered into a Future
Receivables Agreement on October 28, 2020 whereby MD Audio "sold"
$37,475 of "all of Merchant's future accounts, contract rights, and
other entitlements arising from or relating to the payment of
monies from Merchant's customers' and/or other third party payors.
SBC-Ops, LLC dba Primo Cash and MD Audio entered into a Future
Receivables Purchase and Sale Agreement on September 16, 2020,
whereby MD Audio "sold" $71,000 of future receipts for $50,000. The
agreement is guaranteed by Jose Telle.
Primo Cash perfected its security interest by filing a UCC-1
financing statement on January 28, 2021, No.: 202106011502. As this
was not filed contemporaneously with the "purchase" and was filed
within 90 days prior to the Petition Date, MD Audio believes this
obligation is unperfected and will not offer a replacement lien.
United Company Funding and MD Audio and Car Stereo entered into a
Revenue Purchase Agreement on November 19, 2020 whereby the Debtors
"sold" $89,940 of "Future Receipts" defined as "all payments made
by cash, check, clearinghouse settlement, electronic transfer or
other form of monetary payment" for $60,000. The Revenue Purchase
Agreement was guaranteed by Jose Telle. UC Funding filed a UCC-1
financing statement July 22, 2020, No.: 202003574857 and a second
one on December 29, 2020 Filing No.: 202005734533. Jose Telle was
not included individually on the financing statement. UC Funding
also filed a proof of claim, Claim #2, on March 25, 2021 claiming a
total secured claim of $89,722. UC Funding attaches the Revenue
Purchase Agreement dated November 19, 2020 and the UCC-1 financing
statement filed on December 29, 2020 showing of the $89,940
payback, $83,061 was paid, yet $11,879 is due. It further adds an
additional $77,843 claim.
The Debtors propose to grant to UC Funding a replacement lien on
assets acquired after the Petition Date to the same extent,
validity, and priority as existed on the Petition Date.
The Debtors and Business Advance Team LLC dba Everyday Capital
entered into a Future Receivables Sale and Purchase Agreement on
January 12, 2021 whereby Debtors "sold" $226,145 of "future
receipts" for $155,000. This agreement incorporated a prior
agreement with an amount still due of $64,905 and "paid off" that
prior amount prior to distribution of the funds. After fees and
costs, and the payoff of the prior balance, Debtors received
$82,345. As security, the Debtors pledged "all accounts, including
without limitation, all deposit accounts, accounts receivable, and
other receivables, chattel, paper, documents, equipment, general
intangibles, instruments, and inventory, as those terms are defined
by Article 9 of the Uniform Commercial Code, now or hereafter owned
or acquired by Seller; and all Seller's proceeds.
EDC may have perfected its security interest against the Debtors
with the filing of a UCC-1 financing statement by an agent7 but
Debtors are unable to verify the filing of same. Therefore, unless
EDC comes forward prior to the hearing date scheduled on the
Motion, the Debtors will not offer a replacement lien.
Car Stereo proposes to grant to the SBA a replacement lien on
assets acquired after the Petition Date to the same extent,
validity, and priority as existed on the Petition Date.
MD Audio obtained an EIDL loan in 2020 from the SBA in the amount
of $250,000. MD Audio does not have a copy of the loan document but
this loan was perfected by a UCC-1 financing statement, No.:
202002600765 and secured.
MD Audio proposes to grant to SBA a replacement lien on assets
acquired after the Petition Date to the same extent, validity, and
priority as existed on the Petition Date. Eastern National Bank
provided funding to CST Buildings, LLC9 on November 19, 2019 for
the refinancing of real property located at 6941 NW 42 St., Miami,
FL 33166, legal.
Eastern National Bank also funded an $800,000 line of credit to CST
Buildings, LLC., Jose Telle, and the Debtors. The LOC matured in
October 2020.
Both the mortgage and the LOC were cross collateralized by a
Cross-Collateralization and Cross-Default Agreement, among other
documents.
Eastern perfected its lien against the Debtors with a UCC-1
financing statement filed December 9, 2019, No.: 201900330278.
The Debtors propose to grant to Eastern National Bank a replacement
lien on assets acquired after the Petition Date to the same extent,
validity, and priority as existed on the Petition Date. The Debtors
have entered into negotiations with Eastern with respect to both
loans. These bankruptcy cases were filed on an expedited basis to
stop the daily ACH withdrawals that were overdrawing the Debtors'
accounts and not allowing them to continue daily operations.
The Law Offices of the General Counsel, P.A., and Andres Montejo,
Esq., filed the cases requesting a $15,000 retainer from each
Debtor, including filing fees. The Debtors did not have $30,000 and
Mr. Montejo agreed to accept $3,500 for each case, including the
filing fee, with the balance being paid postpetition. The fees were
secured by an attorney's charging lien and retaining lien.
Obviously the Debtors could not pay the postpetition amount without
Court approval and are now seeking that approval to pay the balance
of $11,500 each.
A copy of the motion is available at https://bit.ly/3sIxvcj from
PacerMonitor.com.
About Car Stereo Trading, Inc.
Car Stereo Trading, Inc. and MD Audio Engineering, Inc. sough
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case Nos. 21-11393 and 21-11394) on February 12, 2021. In
the petition signed by Jose L. Telle, president, the Debtor
disclosed $3,633,571 in assets and $512,847 in liabilities.
Judge Laurel M. Isicoff oversees the case.
Andres Montejo, Esq., at Law Offices of the General Counsel, is the
Debtors' counsel.
CARROLL COUNTY: Moody's Review Ba2 Rating on Sec. Credit Facilities
-------------------------------------------------------------------
Moody's Investors Service has placed the Ba2 rating on Carroll
County Energy, LLC's (Carroll County or Project) senior secured
credit facilities on review for downgrade. The outlook on Carrol
County has been changed to ratings under review from stable.
The facilities consist of a senior secured term loan B due 2026
with about $428.6 million currently outstanding and a senior
secured revolving credit facility for $70 million also due 2026.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The rating action considers Moody's understanding that Carroll
County is requesting an amendment to its credit agreement that will
change the sweep mechanism to a flat 50% of excess cash flow after
scheduled debt service from the current 75% of excess cash flow
after scheduled debt service if total leverage as measured by
Debt/EBITDA is greater than 3.5x and 50% of excess cash flow once
leverage is at or below 3.5x. Because the scheduled amortization
for the term loan B is limited to 1% annually, the excess cash flow
sweep mechanism is the primary tool for most of the term loan's
deleveraging. Under the original Moody's case, the Project's
deleveraging did not fall below the 3.5x Debt/EBITDA threshold
which would trigger the 50% sweep until the end of 2024. Under the
proposed amendment, the Project will move to 50% with the
effectiveness of the amendment.
Positively, Moody's also understand that Carroll County has
mitigated attendant market risk by implementing an active hedging
program, which should result in steady energy margins and credit
metrics over the next several years. That said, the reduction in
the sweep mechanism, which combined with the $25 million in
incremental debt incurred last year when Carroll County exercised
an accordion feature, further reduces financial flexibility in a
period of uncertainty and increases the potential refinancing risk,
a primary driver for the rating action. However, based on Moody's
initial assessment of the change in the sweep and its impact on
credit quality, should the outcome of the rating review result in a
rating downgrade, Moody's do not expect the rating change to be
more than one notch.
Factors that could lead to an upgrade or downgrade of the ratings:
Review of a revised multi-year financial forecast.
Whether there are any mitigants to the likely increase in
refinancing risk, such as additional hedging that may provide
greater certainty to future financial results and better dimension
refinancing risk.
Carroll County's current liquidity position.
PROFILE
The Project owns a 700 MW natural gas-fired, combined-cycle
generation plant called Carroll County Energy, which reached
commercial operation in December 2017, and is based in Carroll
County, OH. The Project is in turn indirectly owned by an affiliate
of Advanced Power Services (NA) Inc. (Advanced Power), the North
American arm of a privately-held company that develops, owns and
manages power plants in Europe and North America, as well as a
group of co-investors.
The principal methodology used in these ratings was Power
Generation Projects Methodology published in July 2020.
CENTRAL SIGNS: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Central Signs, LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral nunc pro tunc to the petition date.
The Debtor requests authority to use cash to fund ordinary business
operations and necessary expenses in accordance with the proposed
cash budget.
The Debtor asserts the motion must be considered on an expedited
basis because the Debtor's business operation and reorganization
effort will suffer immediate and irreparable harm if it is not
permitted to use cash collateral.
The Debtor will require the use of $34,226 of Cash Collateral to
continue to operate its business for the next four weeks, and,
depending on the month, a greater or lesser amount will be required
each comparable period thereafter. The Debtor will use the Cash
Collateral to pay employees, utilities, pay suppliers and vendors
for normal operations and pay other ordinary course expenses to
maintain its Property and continue its business.
The Debtor owns two parcels of real property, including a
commercial building and service shop at 517 Mason Avenue, Daytona
Beach, Florida and an adjoining vacant lot on Mason Avenue. The
Debtor's primary source of income is derived from the income it
receives for services creating, repairing and installing signage,
and rental of approximately 550 square feet of the Property to a
car rental company.
Synovus Bank as lender may assert a first priority security
interest in the Debtor's cash and cash equivalents. As of the
Petition Date, the Debtor owed Lender $3,231,000, which amount is
secured by a mortgage lien on the Property and substantially all of
the Debtor's personal property.
The cash collateral is comprised of the Debtor's cash on hand and
funds to be received from its normal business activity which may be
encumbered by the Lender's lien.
As of the Petition Date, the Debtor's cash on hand was
approximately $102,000.
As adequate protection for the use of Cash Collateral, the Debtor
proposes to grant the Lender a replacement lien on its
post-petition Cash Collateral to the same extent, priority and
validity as its prepetition lien, to the extent its use of Cash
Collateral results in a decrease in the value of the Lender's
interest in the Cash Collateral.
As demonstrated by the Budget, the Debtor will operate on a
positive cash flow basis during the interim four-week period and
asserts all interests on Cash Collateral are adequately protected
by replacement liens and that the proposed adequate protection is
fair and reasonable and sufficient to satisfy any diminution in
value of the Lender's prepetition collateral.
The Debtor also requests the Court to set an emergency preliminary
hearing on the motion before April 2, 2021.
A copy of the motion and the Debtor's 30-day budget is available
for free at https://bit.ly/3wcz04G from PacerMonitor.com. The
Debtor projects a total income of $42,000 and $34,226 of total
building expenses during the period.
About Central Signs, LLC
Central Signs, LLC -- https://www.central-signs.com -- designs,
manufactures, installs and maintains custom signage and lighting.
The Company is the fee simple owner of a warehouse/factory located
at 517 Mason Ave., Daytona Beach, Florida, having a comparable
value of $650,000.
Central Signs sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01312) on March 26,
2021. In the petition signed by Charles H. Hutcherson, manager, the
Debtor disclosed $987,080 in assets and $3,597,627 in liabilities.
Latham, Luna, Eden & Beaudine, LLP represents the Debtor as
counsel.
CHESAPEAKE ENERGY: Court Dismisses Contract Suit Due to Ch.11 Plan
------------------------------------------------------------------
Law360 reports that a Texas bankruptcy judge on Tuesday, March 30,
2021, shut down a breach of contract suit against oil and gas
driller Chesapeake Energy after Chesapeake argued that the claims
were barred by its Chapter 11 plan, even if the claimed breach took
place after the plan was confirmed.
At a virtual hearing, U.S. Bankruptcy Judge David Jones ordered
Epsilon Energy USA to dismiss its district court complaint against
Chesapeake, finding that it violated the restraining order put in
place when he confirmed Chesapeake's Chapter 11 plan. Oklahoma
City-based Chesapeake Energy — one of the largest oil and gas
exploration firms in the country.
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NASDAQ: CHK) operations are focused on discovering and responsibly
developing its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CLEANSPARK INC: Signs Deals to Buy 4,778 Mining Servers for $26.8M
------------------------------------------------------------------
CleanSpark, Inc., a Nevada corporation, entered into agreements
with two premier cryptocurrency mining equipment suppliers,
pursuant to which the Company agreed to purchase an aggregate of
4,778 mining servers.
As compensation for the servers, the Company agreed to pay the
suppliers an aggregate of $26,841,396, of which (i) $15,281,058 was
payable immediately, (ii) $4,335,127 is payable no later than six
months prior to shipment of certain of the servers, and (iii)
$7,225,211 is payable in 12 equal monthly installments commencing
October 2021. The Company currently expects to receive 1,298 of
the servers in Summer 2021 and the remaining 3,480 servers in 12
equal monthly shipments starting in November 2021. The Company
plans to use the servers to expand its digital currency mining
activities through its wholly-owned subsidiaries.
In addition, on March 19, 2021, the Company entered into an
agreement with a manufacturer to purchase 48 custom designed mobile
data centers to house the Company's cryptocurrency mining
equipment. As consideration for the design, manufacturing and
delivery of the data centers, the Company agreed to pay the
manufacturer an aggregate of $3,600,000, of which $2,640,000 was
payable immediately as an up-front deposit, and the remaining
$960,000 is payable in increments of $20,000 per data center within
two business days after delivery of the data centers to the
Company. The Company expects to receive the data centers in equal
weekly deliveries beginning in June and through August 2021.
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is in the business of providing advanced
energy software and control technology that enables a plug-and-play
enterprise solution to modern energy challenges. Its services
consist of intelligent energy monitoring and controls, microgrid
design and engineering and consulting services. Its software
allows energy users to obtain resiliency and economic optimization.
The Company's software is uniquely capable of enabling a microgrid
to be scaled to the user's specific needs and can be widely
implemented across commercial, industrial, military and municipal
deployment.
CleanSpark reported a net loss of $23.35 million for the year ended
Sept. 30, 2020, a net loss of $26.12 million for the year ended
Sept. 30, 2019, and a net loss of $47.01 million for the year ended
Sept. 30, 2018. As of Dec. 31, 2020, the Company had $78.17
million in total assets, $6.14 million in total liabilities, and
$72.03 million in total stockholders' equity.
CLEAVER-BROOKS INC: Moody's Alters Outlook on Caa1 CFR to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Cleaver-Brooks,
Inc., including the company's Caa1 corporate family rating and
Caa1-PD probability of default rating. Concurrently, Moody's
affirmed the Caa1 ratings for the company's senior secured notes.
Moody's also changed the company's ratings outlook to stable from
negative.
RATINGS RATIONALE
The revised outlook reflects Moody's expectations of more stable
operating performance coupled with a gradual improvement in
earnings and credit metrics. The stable outlook also reflects
Moody's expectations of adequate liquidity with modest free cash
generation and good availability under the revolving credit
facility.
The Caa1 corporate family rating reflects Cleaver's high financial
leverage, its modest revenue base, and a reliance on cyclical
boiler markets. Moody's expects weak credit metrics over the next
18 months, with debt-to-EBITDA in excess of 7x. This high leverage
is against a backdrop of a relatively short-dated capital structure
with the entirety of the company's debt maturing in the next two
years. Moody's recognizes Cleaver's good standing within packaged
boiler markets as well as the generally stable nature of the
company's aftermarket and business services segments.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Cleaver remains vulnerable to shifts in market demand
and changing sentiment in these unprecedented operating conditions.
Moody's views Cleaver as having elevated social risk. The company
has risk relating to significant asbestos claims, although it has
attempted to mitigate this risk through insurance and
indemnification from the company's prior owner.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include Moody's expectations
of sustained earnings growth and consistent free cash generation.
The company would also need to successfully extend its capital
structure before Moody's would consider an upgrade.
Factors that could lead to a downgrade include an inability to
sustainably grow earnings, weakening liquidity, or an unfavorable
asbestos litigation ruling. In addition, should the company not
extend its capital structure well in advance of 2023 maturities,
Moody's could downgrade the ratings.
The following summarizes Moody's rating actions and ratings:
Affirmations:
Issuer: Cleaver-Brooks, Inc.
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Senior Secured Notes, Affirmed Caa1 (LGD4)
Outlook Actions:
Issuer: Cleaver-Brooks, Inc.
Outlook, Changed To Stable From Negative
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Headquartered in Thomasville, Georgia, Cleaver-Brooks, Inc.,
manufactures boiler room systems including boilers, burners,
controls, components and accessories. The boilers provide hot
water, steam to operations in industrial, institutional and
commercial applications. Markets served include energy and
petrochemical, healthcare, food and beverage, and government. The
company is owned by Harbour Group. Revenues for the twelve months
ended December 2020 are approximately $406 million.
CMC II LLC: Consulate Affiliates' Creditors Challenge Financing
---------------------------------------------------------------
Law360 reports that the creditors of bankrupt affiliates of nursing
home chain Consulate Health Care are challenging the affiliates'
proposed Chapter 11 financing and sale plans, telling a Delaware
bankruptcy judge they're a scheme to "launder" the affiliates'
liabilities.
In a pair of objections filed Monday, March 29, 2021, the unsecured
creditors committee argued against allowing another Consulate
affiliate to make a $5 million loan to the debtors, make a credit
bid based on that loan, and buy and release litigation claims,
including ones related to the $258 million Medicare overbilling
judgment that sent the subsidiaries into Chapter 11.
About CMC II LLC
CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street
Operations LLC and three inactive affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1,
2021.
CMC II, LLC, et al., are part of a group of Consulate Health care
corporate affiliates that manage and operate 140 skilled nursing
facilities. CMC II provides management and support services to
approximately 140 SNFs, each of which is operated by an affiliate
of the Debtors under the common ownership of non-Debtor LaVie Care
Centers, LLC, doing business as Consulate Health Care. 207 Marshall
Drive Operations LLC operates Marshall Health and Rehabilitation
Center, a 120-bed SNF located in Perry, Florida. 803 Oak Street
Operations LLC operates Governor's Creek Health and Rehabilitation,
a 120-bed SNF located in Green Cove Springs, Fla.
CMC II estimated assets and debt of $100 million to $500 million as
of the bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Evans Senior Investments as broker. Stretto is the claims agent.
COLOGIX HOLDINGS: Moody's Rates New $700MM Credit Facilities 'B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Cologix
Holdings, Inc.'s proposed $700 million senior secured first lien
credit facilities, which consist of a $125 million five-year senior
secured first lien revolver and a $575 million seven-year senior
secured first lien term loan. Net proceeds from the new credit
facilities, together with aggregate contributions of $125 million
to Cologix from the company's ultimate parent, Stonepeak Claremont
TopCo, Inc. (Stonepeak TopCo), will be used to pay down the
company's existing credit facilities, fund the acquisition of a
west coast data center facility and support near-term success-based
capital spending. This $125 million contribution will be funded
with $50 million of new sponsor equity and a $75 million add-on to
Stonepeak TopCo's existing $171.5 million secured term loan due
2026 (unrated). A CAD$160.5 million unsecured term loan due 2026
issued at Cologix's Canadian operating subsidiary, Cologix Canada,
Inc. (Cologix Canada), is unrated. All other ratings including the
company's B3 corporate family rating (CFR) and stable outlook are
unchanged.
Assignments:
Issuer: Cologix Holdings, Inc.
$575M Gtd. 1st Lien Senior Secured Term Loan B, Assigned B2
(LGD3)
$125M Gtd. 1st Lien Senior Secured Revolving Credit Facility,
Assigned B2 (LGD3)
RATINGS RATIONALE
Cologix's B3 CFR reflects its small scale, high leverage and weak
cash flow profile primarily resulting from its high capital
intensity and growth profile. These limiting factors are offset by
the company's stable base of contracted recurring revenue, high
margins and established position within the high-growth, niche
market segments of interconnection and colocation services.
Cologix's capital investing and tuck-in acquisitions over the last
three years have expanded its North American footprint and capacity
availability in or near its key interconnected data center
facilities, which limits future incremental spending and supports
free cash flow generation. This strengthened capacity, as well as
Cologix's dominance of cloud on-ramp connectivity in the bulk of
its Tier 2 markets, will enable the company to more profitably
target fast growing hyperscale customers seeking space and power to
enhance their compute densities in those Tier 2 markets. Higher
growth will lead to rapid deleveraging if the company can continue
to expand revenue from its existing customer base and add new
customers while increasing its high margin interconnection with
those customers. While the west coast data center facility
acquisition and the new credit facilities will initially elevate
debt/EBITDA (Moody's adjusted), Moody's expects most revenue growth
upside, synergies and operating efficiencies will be achieved
within 12-15 months, resulting in Moody's expectation for year-end
2022 debt/EBITDA (Moody's adjusted) in the mid 6x area. The west
coast data center is a high-quality owned facility with expansion
possibilities that Moody's expects would be largely success-based
in nature.
Moody's expects Cologix to have good liquidity over the next 12
months. As of December 31, 2020 and pro forma for the new credit
facilities and $125 million Stonepeak TopCo contribution, Cologix
will have $72 million of cash on hand and full availability under
its new $125 million revolving credit facility. Moody's expect free
cash flow to turn positive beginning in 2022 as the company's
capital investment levels moderate over the next 12 to 18 months.
Moody's expects the company's sponsor will continue to aid in
funding any future growth opportunities through additional equity
investments, underscoring historically strong support of Cologix
and a financial policy commitment to maintaining prudent leverage
through balanced capital funding.
The instrument ratings reflect both the probability of default of
Cologix, as reflected in the B3-PD probability of default rating,
an average expected family recovery rate of 50% at default, and the
loss given default (LGD) assessment of the debt instruments in the
capital structure based on a priority of claims. The new senior
secured first lien credit facilities are rated B2 (LGD3), one notch
higher than the B3 corporate family rating given the loss
absorption provided by the structurally subordinated and unrated
secured term loan at Stonepeak TopCo. The Stonepeak TopCo secured
term loan is secured by a first priority interest and pledge of all
assets of Stonepeak TopCo and a first priority pledge by Stonepeak
TopCo of 100% of the equity of its direct subsidiaries. The
company's new senior secured first lien credit facilities have
guarantees from and first priority liens on substantially all
assets of Cologix's intermediate holding company parent, Stonepeak
Claremont MidCo, Inc., and all direct and indirect US subsidiaries.
The unsecured and unrated term loan debt at Cologix Canada is
ranked at the same level as the new senior secured first lien
credit facilities at Cologix in Moody's LGD waterfall given the
claim the unsecured term loan has with respect to the Canadian
assets, which comprise about 40% of overall company-defined EBITDA.
In addition, the security granted to the new senior secured first
lien credit facilities benefits from 65% of the equity of these
Canadian-based entities.
The stable outlook reflects Moody's view that Cologix will continue
to produce solid revenue and EBITDA growth while employing capital
discipline growing the business. The outlook also reflects Moody's
expectation that debt/EBITDA (Moody's adjusted and which includes
debt outstanding at Cologix's ultimate parent, Stonepeak Claremont
TopCo, Inc.) will steadily fall towards 6x by year-end 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a ratings upgrade if the company generated
free cash flow equal to at least 5% of debt and leverage were to
trend through 5x (both on a sustained and Moody's adjusted basis).
Downward rating pressure could develop if bookings growth weakens,
churn rises, monthly recurring revenue trends turn negative or if
leverage (Moody's adjusted) is sustained above 7x. In addition, if
liquidity becomes strained or if capital intensity becomes less
success based, a downgrade is likely.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Based in Denver, Colorado, Cologix is a leading provider of cloud
and network-neutral colocation services, operating a portfolio of
35 data centers in prime interconnection hubs and across 8
strategic Tier 2 markets in the US and Canada. The company serves
over 1,600 leading network, managed services, cloud, media,
content, financial services and enterprise customers.
CONGERS PHARMACY: Seeks to Hire de Ramon & CPA as Accountant
------------------------------------------------------------
Congers Pharmacy, Inc. seeks approval from the U.S Bankruptcy Court
for the Southern District of New York to hire de Ramon & CPA as its
accountant.
The firm will provide accounting services, including bookkeeping
and payroll service and the preparation of income tax returns for
2020 and 2021.
de Ramon is a "disinterested person" under Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Ronald de Ramon
de Ramon & CPA's
55 Old Turnpike Rd Ste 305
Nanuet, NY 10954
Tel: 845-354-5555
Fax: 845-230-8668
Email: ronald@deramoncpa.com
About Congers Pharmacy
Congers Pharmacy Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 20-23275) on Dec. 15, 2020. At the time
of the filing, the Debtor had estimated assets of between $100,001
and $500,000 and liabilities of between $500,001 and $1 million.
Judge Robert D. Drain presides over the case. The Debtor tapped
Bronson Law Offices, P.C. as its legal counsel and de Ramon & CPA
as its accountant.
CONSOL ENERGY: S&P Rates Solid Waste Disposal Bonds 'CCC'
---------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level rating and '6'
recovery rating to U.S.-based coal producer CONSOL Energy Inc.'s
proposed $75 million secured solid waste disposal revenue bonds due
2051 issued by the Pennsylvania Economic Development Financing
Authority through a process that was initially started in November
2020. S&P expects CONSOL to use the proceeds from these bonds to
finance a waste disposal facility project at its Bailey Preparation
Plant.
S&P said, "Our 'B-' issuer credit rating and negative outlook on
CONSOL, as well as our 'B+' issue-level rating on its first-lien
debt and our 'CCC' issue-level rating on its second-lien debt, are
unchanged. The negative outlook reflects our view that the
company's capital structure could become unsustainable over the
long term. Though we expect its credit measures to remain
commensurate with our rating over the next year--with leverage
peaking at 5.4x and interest coverage of 3.3x as of year-end
2020--it will likely become increasingly difficult for CONSOL to
access the capital markets." Even as its credit measures recover,
investor sentiment may lag given the unfavorable long-term
prospects for the thermal coal sector related to environmental,
social, and governance (ESG) concerns and the encroachment of
alternative renewable and gas energy sources.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- CONSOL's capital structure principally comprises the
contemplated $75 million solid waste disposal bonds due 2051, a
$100 million first-lien term loan A maturing in 2023 ($66 million
outstanding as of Dec. 31, 2020), a $275 million first-lien term
loan B maturing in 2024 (approximately $269 million outstanding),
and $300 million of second-lien notes due in 2025 ($167 million
outstanding). The contemplated solid waste disposal bonds will rank
pari passu with the second-lien notes.
-- The company also has a $400 million cash flow revolver due in
2023 (undrawn) and a $100 million accounts receivable (A/R)
securitization facility (undrawn) maturing in 2023.
-- Finally, the company has $103 million of industrial revenue
bonds associated with its Baltimore marine terminal (jointly
guaranteed by CNX Resources Corp.) due in 2025.
-- S&P's recovery analysis contemplates a default associated with
a sustained, severe drop in seaborne metallurgical coal prices and
sharply lower demand for domestic thermal coal. This leads to
negative free cash flow generation and strains the company's
liquidity as it manages its interest and amortization payments
along with its capital spending requirements. In the face of the
limited prospects for a turnaround in the coal markets and its
limited access to the capital markets, the company would pursue
restructuring options ahead of its term loan's maturity.
-- S&P believes that in the event of a default CONSOL would
continue to have a viable business model supported by its
high-quality reserve base and favorable cost profile relative to
those of its peers in the northern Appalachian coal basin.
Therefore, S&P assumes the company is reorganized rather than
liquidated.
-- S&P estimates that about half of CONSOL's tax-adjusted
postretirement obligations materialize as priority claims and apply
5% of what remains toward restructuring administrative expenses.
-- S&P subtracts mandatory debt amortization through the default
year from the claims at default; however, it assumes there would be
no cash flow sweep repayments under this distressed scenario.
Simulated default assumptions
-- Year of default: 2023
-- EBITDA at emergence: $175 million (which incorporates our
expectations for fixed-charges and maintenance capital spending
requirements)
-- Implied enterprise value multiple: 5x (in line with the
multiples S&P uses for other rated metals and mining companies)
-- Gross enterprise value: $873 million
Simplified waterfall
-- Net enterprise value (gross enterprise value less
postretirement obligations, $198 million; less restructuring
administrative expenses, $34 million): $641 million
-- Priority claims: $76 million (A/R securitization facility at
default and other equipment financing debt)
-- Remaining value: $565 million
-- First-lien claims: $597 million
--Recovery expectations: 90%-100% (rounded estimate: 90%)
-- Remaining value: None
-- Second-lien note claims (second-lien notes and solid waste
disposal revenue bonds): $254 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: Debt claims includes approximately six months of accrued but
unpaid interest.
CONTINENTAL RESOURCES: S&P Affirms 'BB+' Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based oil and
natural gas exploration and production company Continental
Resources Inc. to stable from negative and affirmed its 'BB+'
issuer credit rating.
At the same time, S&P affirmed its 'BB+' issue-level ratings on the
company's senior unsecured notes.
S&P said, "The stable outlook reflects our view that Continental
will be able to hold production flat at moderate capital spending
levels, while maintaining funds from operations (FFO) to debt in
the 45% to 50% range for at least the next two years.
"The outlook revision reflects our expectations that credit
measures will significantly improve in 2021 under our revised price
deck assumptions. Continental's production is more than 50% crude
oil and it has limited oil hedges in place, resulting in cash flows
being highly sensitive to changes in the benchmark crude price. We
now expect FFO/debt to approach 45% in 2021 and average in the 45%
to 50% range in 2022, versus less than 25% in 2020 and compared
with our prior 2021-22 estimates of around 30%. We expect debt to
EBITDA to fall to around 2.0x in 2021, down from 3.4x in 2020."
Continental has improved capital efficiency, which should translate
into higher free operating cash flow (FOCF). At the same time,
the company has set a capital budget of just $1.4 billion this
year, up slightly from the $1.2 billion spent in 2020 and nearly
$2.7 billion in 2019. Despite reduced spending, management expects
it will be able to increase volumes by about 3% to 5% this year
because of recent improvements in capital efficiency. S&P is
assuming the lower end of this range, given the impact of winter
storm-related shut-ins during the first quarter. After shifting
capital to its Oklahoma properties in 2020 to take advantage of the
relative strength of natural gas prices, most of Continental's
production growth this year will be from natural gas. However, the
company plans to increase to five rigs (from two) in the
oil-focused Bakken play over the next few months, which should lead
to oil production growth later this year.
Continental has taken care of its near-term debt maturities, and
has committed to reducing absolute debt over the next two years.
In November 2020, Continental issued $1.5 billion in 5.75% senior
notes due 2031 and used proceeds to pay down a portion of its $2.5
billion in debt maturing in 2022 (about $1.1 billion) and 2023
($1.45 billion). The company has continued to pay down its 2022
maturity and recently announced it would redeem the last $231
million outstanding in April. In addition to the refinancing,
management has stated it intends to use the majority of its FOCF to
reduce total debt to $4.5 billion (from $5.5 billion at year-end),
and expects to achieve this target by year-end 2021. In addition to
the $160 million outstanding on its credit facility at year-end
2020, the company may elect to redeem the remaining $650 million of
its notes due April 2023.
Cash flows remain volatile and highly dependent on crude oil
prices. S&P said, "Despite our expectations for a significant
improvement in credit measures in 2021 and 2022, Continental's cash
flows remain highly volatile and sensitive to changes in the
benchmark crude price. Therefore, we would need to see even
stronger credit ratios, combined with absolute debt reduction,
before upgrading the company back to investment grade."
S&P said, "The stable outlook reflects our view that Continental
will be able to hold production flat at moderate capital spending
levels, while maintaining FFO to debt in the 45% to 50% range. We
also estimate the company will generate positive DCF, with a
DCF/debt ratio of around 10%.
"We could lower the rating if we expect Continental's FFO/debt will
fall below 30% for a sustained period, which would most likely
occur if the company pursues a more aggressive spending program
than we currently anticipate, if production is below our
expectations for several quarters, of if average oil prices are
below our current price deck assumptions and the company does not
reduce capital spending.
"We could raise the rating if Continental brings FFO/debt to around
60% for a sustained period, which would most likely occur if
average oil prices are higher than our current assumptions and the
company uses the majority of any incremental cash flow to reduce
absolute debt."
CRACKED EGG: Cannot Reopen Restaurant During Appeal
---------------------------------------------------
Matthew Santoni of Law360 reports that a Pennsylvania appellate
court on Tuesday, March 30, 2021, rejected a Pittsburgh-area
restaurant's bid to reopen while it fights a state court's ruling
that it must follow mask mandates and capacity limits to operate
during the pandemic.
Commonwealth Court Judge Renee Cohn Jubelirer denied The Crack'd
Egg's request for a stay of the lower court's order that it must
close until it complies with state and county directives that
employees and customers wear face coverings when they aren't eating
or drinking, but the judge set an expedited schedule for the
anti-mask restaurant's appeal.
The restaurant, also known as The Cracked Egg LLC, had asked the
appellate court to halt the enforcement of Allegheny County Court
of Common Pleas Judge John McVay's Feb. 3, 2021 order so the
restaurant could reopen at full capacity, and owner Kimberly
Waigand has said she would never require employees or customers to
comply with the mask orders.
"No matter what, we will never participate in the propaganda to
earn a buck," Waigand said in a Facebook video posted Tuesday after
the Commonwealth Court's ruling. She said she and her family would
continue to hold fundraisers and events at the restaurant on a
personal basis to support their cause, legal bills and personal
costs, but would no longer host them as "The Cracked Egg LLC."
Waigand and her attorneys have attacked the mandates as
unconstitutional, and they have a federal case pending where they
are trying to make that argument. But they were unable to win over
Judge McVay during a three-day evidentiary hearing in late January
that focused on doubting masks' effectiveness or the seriousness of
the pandemic.
The Crack'd Egg had opened at full capacity without masks when the
state had allowed bars and restaurants to reopen if they limited
in-person dining to 25% or 50% capacity and required masks for
employees and patrons not at their tables. The Allegheny County
Health Department had cited the restaurant and even suspended its
operating permit, but the diner remained in operation until Judge
McVay's February ruling.
The Cracked Egg LLC filed for Chapter 11 bankruptcy in October to
trigger an automatic stay on the county lawsuit seeking to shut the
restaurant down, and it tried to get the bankruptcy court judge to
weigh in on the constitutionality of the orders the county sought
to enforce. But the judge said the stay didn't apply to enforcement
actions and that it should be up to the state or federal courts to
weigh whether the mask mandates were legal. The company withdrew
its bankruptcy petition after the lawsuit went forward.
In his February ruling, Judge McVay said the mask orders were
constitutional, given the state's authority to pass emergency
measures to protect public health, and he granted the health
department's request for an injunction to shut down the restaurant
until it submitted a plan to comply with the pandemic mitigation
measures.
He then denied The Crack'd Egg's first request for a stay of his
order, arguing the harm of letting businesses ignore mitigation
measures — and potentially spread the virus — outweighed the
harm of the restaurant staying closed while it refused to work with
the health department on a plan to reopen with masks.
Judge Jubelirer set an expedited schedule for the restaurant's
appeal, putting it on track for argument before the Commonwealth
Court during its session currently set for June 7-11. The Crack'd
Egg will have until April 30 to file its briefs, Allegheny County
will get until May 14. 2021 to respond, and any replies must be
filed by May 21, 2021.
"While we are disappointed in the ruling, we are pleased that the
appeal schedule has been expedited by the court and are now on a
path to have our arguments heard," said Sy O. Lampl of Robert O.
Lampl Law Office, representing the restaurant.
The Allegheny County Health Department is represented in-house by
Vijyalakshmi Patel, Michael Parker and Jeffrey Bailey.
The Cracked Egg LLC is represented by James R. Cooney, Robert O.
Lampl, Sy O. Lampl, Alexander L. Holmquist and Ryan J. Cooney of
Robert O. Lampl Law Office, and Dennis M. Blackwell of The
Blackwell Law Firm.
The case is County of Allegheny v. The Cracked Egg LLC, case number
101 CD 2021, in the Commonwealth Court of Pennsylvania.
About The Cracked Egg
The Cracked Egg LLC is a family-owned culinary-driven gourmet
eatery in Brentwood, Pennsylvania that serves breakfast and lunch.
Cracked Egg filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa.
Case No. 20-22889) on Oct. 9, 2020. In the petition signed by
Kimberly Waigand, the owner, the Debtor was estimated to have less
than $50,000 in assets and $100,000 to $500,000 in liabilities.
Robert O Lampl Law Office and BeanCounters Tax and Accounting
Services serve as the Debtor's legal counsel and accountant,
respectively.
DENNIS M. DANZIK: Hinz Consulting Buying Two Batmobiles for $380K
-----------------------------------------------------------------
Dennis Meyer Danzik asks the U.S. Bankruptcy Court for the District
of Wyoming to authorize the sale to Hinz Consulting, LLC, or its
assigns for $380,000, of the following automobiles free of all
liens and encumbrances:
1. 1966 Batmobile [DC Comics license number 3] which has been
rebuilt on a 1967 Ford Fairlane and 1977 Lincoln Continental
frames, with a current motor and drive system consisting of a 2009
Ford 460 ci large block engine, and B&M racing transmission. Along
with DC Comics License Tag.
Arizona Title Number: 345E015047014 ODOMETER: 0 [Historic
Vehicles]
Titled last as 1977 Lincoln Continental 4DSD
Vehicles Identification Number: 7YB2A960425
2. 1989 Batmobile [Warner Brothers licensed] which has been
rebuilt on a 1979 Chevrolet CCL frame, with a current motor and
drive system consisting of a 2013 L-3 6.2 liter Corvette C-6 engine
and a B&M racing transmission. Along with Warner-Brothers
License.
Arizona Title Number: 0L01013178055 ODOMETER: 0 [Historic
Vehicles]
Titled last as 1979 Chevrolet CCL
Vehicles Identification Number: 1N47L91338703
The Objection Deadline is April 16, 2021.
In exchange for the Vehicles, the Buyer will pay the Seller the
total purchase price of the Vehicles over the period from Feb. 15,
2021 to Dec. 31, 2021, ("Rebuild Period") by check to the Sellers
account.
The Payment Schedule during the Rebuild Period will be:
a. $50,000 on Feb. 15, 2021, upon proof of vehicles titles
being sent from escrow, and current photographs being attached
hereto as a part of the Agreement.
b. $50,000 on proof that the Seller has completed the initial
evaluation of both vehicles engines and drive train units,
including compression and electrical testing, prior to estimating
rebuild costs. This work is to be guaranteed to be completed by
Seller, no later than April 1, 2021.
c. $50,000 when the Seller has completed the rebuild of the
complete drive train system on the 1966 vehicle, and the work has
been approved the Buyer's mechanic, and no later than June 1,
2021.
d. $50,000 when the Seller has completed the rebuild of the
complete drive train system on the 1989 vehicle, and the work has
been approved the Buyer's mechanic, and no later than Sept. 1,
2021.
e. $50000 when the Seller has completed the rebuild of the
complete drive train system on the 1989 vehicle, and the work has
been approved the Buyer's mechanic and no later than Nov. 15,
2021.
f. $25,000 when the Seller has completed the necessary
autobody work to the 1966 vehicle, and the work has been approved
by the Buyer.
g. $25,000 when the Seller has completed the necessary
autobody work to the 1989 vehicle, and the work has been approved
by Buyer.
h. $50,000 when the Seller has completed 100% of the Rebuild
as required by the Buyer, and the work has been approved by the
Buyer's mechanic, and the Buyer and no later than Dec. 31, 2021.
i. $30,000 when the Buyer has arranged for 2022 Auction at
Barrett-Jackson or Russo Steele. The Seller will arrange
transportation to the Buyer's chosen auction site, located in
Scottsdale Arizona. The Seller will arrange for full
transportation insurance to be approved by the Buyer. The Seller
agrees to be present, and to provide security for both vehicles,
during the pre-sale show at the Buyer's selected Auction venue.
The Seller herein agrees to be present and to provide all necessary
work and services in connection with the listing, advertising,
transportation, delivery, and auction completion paperwork, as
directed by the Buyer.
It is recognized by both the Seller and the Buyer that no major
vehicle auction activity has taken place during the 2020 calendar
year due to the COVID pandemic. This year's vehicle auctions are
severely limited and will not receive the normal audience
participation.
The Buyer will hold such vehicles for auction early next year
during the regular 2022 vehicle auction season in Scottsdale
Arizona.
The Buyer will be responsible for costs that are optional or
outside the detailed Rebuild of the vehicles. It will pay to the
Seller a Commission, (cash bonus) of 25% of the total Auction price
collected by the Buyer, minus auction fees and costs, within five
business days of the completion of the Auction. The Buyer agrees
that the minimum auction price, or "Reserve" will be set at
$800,000 for both vehicles in aggregate.
The Seller has provided the following documents to the Buyer on the
sale date: Certificate of Title (including Odometer Disclosure
Section), signed by the Seller and the current registration for the
Vehicles.
The Seller agrees to deliver the Vehicles to the Buyer with a
current registration and a clear title to Lifetime Storage, located
at 7301 E. Acoma Dr., Scottsdale, AZ 85260, no later than Jan. 15,
2021. The Buyer will be solely responsible for all storage fees,
as well as insurance.
The Seller will complete all necessary work at the Buyer's facility
located at 7464 E. Tierra Buena Ln., Scottsdale, AZ 85260. The
Buyer will reimburse seller for any and all transportation charges
from lifetime storage to the Tierra Buena Lane building.
The Seller understands that the Buyer will be conducting random
inspections on the work being completed under the terms and
conditions of the Agreement, and that the Buyer has the right to
withhold any payment, if the Buyer at its sole discretion
determines that the Seller is significantly behind in the schedule
detailed in the agreement.
The Seller warrants that it is the legal owner of the Vehicles and
that the Vehicles is free of all legal claims, liens, and
encumbrances. It agrees to pay for and deliver any necessary smog
certification to the Buyer before the sale date.
The Vehicles is sold under the terms and conditions of the
Agreement, which include the agreements to Rebuild and Auction.
The Seller makes no express or implied warranties as to the
condition or performance of the Vehicles, except as detailed as a
part of the terms
and conditions of the Agreement.
The Buyer agrees to register the Vehicles in his/her name with the
Arizona Department of Motor Vehicles within 60 days of the date of
the sale.
A copy of the Agreement is available at
https://tinyurl.com/4vehhnzc from PacerMonitor.com free of charge.
Dennis Meyer Danzik sought Chapter 11 protection (Bankr. D. Wyo.
Case No. 20-20010) on Jan. 10, 2020. The Debtor tapped Ken
McCartney, Esq., as counsel.
DENVER SELECT: Seeks to Hire EasonLaw as Litigation Counsel
-----------------------------------------------------------
Denver Select Property, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire EasonLaw, LLC
to serve as its legal counsel in litigation matters.
The firm will be paid as follows:
David Eason $250 per hour
Paralegals $90 - $110 per hour
EasonLaw is a "disinterested person" as that term is defined in
Section 101(14), according to court filings.
The firm can be reached through:
David R. Eason, Esq.
EasonLaw, LLC
1129 Cherokee
Denver, CO 80204
Email: dave@dreasonlaw.com
About Denver Select Property
Denver Select Property, LLC, a Dumont, Colo.-based company that
owns and operates an adventure park, filed its petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
21-11233) on March 15, 2020. Greg Books, manager, signed the
petition. At the time of the filing, the Debtor had between $1
million and $10 million in both assets and liabilities.
Weinman & Associates, P.C. and EasonLaw, LLC serve as the Debtor's
bankruptcy counsel and litigation counsel, respectively.
DENVER SELECT: Taps Weinman & Associates as Bankruptcy Counsel
--------------------------------------------------------------
Denver Select Property, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Weinman & Associates,
P.C. as its bankruptcy counsel.
The firm will provide services in connection with its Chapter 11
case, which include the preparation of a plan of reorganization.
The firm will be paid at these rates:
Jeffrey A. Weinman, Esq. $495 per hour
William A. Richey, Paralegal $300 per hour
Lisa Barenberg, Paralegal $250 per hour
Weinman & Associates received a $17,500 retainer.
Jeffrey Weinman, Esq., president of Weinman & 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:
Jeffrey A. Weinman, Esq.
Weinman & Associates, P.C.
730 17th Street, Suite 240
Denver, CO 80202
Telephone: (303) 572-1010
Facsimile: (303) 572-1011
Email: jweinman@weinmanpc.com
About Denver Select Property
Denver Select Property, LLC, a Dumont, Colo.-based company that
owns and operates an adventure park, filed its petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
21-11233) on March 15, 2020. Greg Books, manager, signed the
petition. At the time of the filing, the Debtor had between $1
million and $10 million in both assets and liabilities.
Weinman & Associates, P.C. and EasonLaw, LLC serve as the Debtor's
bankruptcy counsel and litigation counsel, respectively.
DUPONT STREET: Gleichenhaus Updates on Haight Creditors' Committee
------------------------------------------------------------------
In the Chapter 11 cases of Dupont Street Developers LLC, the law
firm of Gleichenhaus, Marchese & Weishaar, PC submitted an amended
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to provide an updated list of members, and
their holdings, of the Official Committee of Unsecured Creditors of
41-23 Haight Street Realty, Inc.
On July 17, 2020, the United States Trustee for Region 2, appointed
the Committee pursuant to section 1102 of title 11 of the United
States Code.
As of March 26, 2021, the Committee members are:
Wei Zhu
10 Henry Lane
Hilton Head Island, South Carolina 29928
Tel: (843) 422-2509
Matthew Krepil
62 Westchester Drive
Rocky Point, New York 11778
Tel: (631) 987-6581
LDWS LLC
45-15 215th Street
Bayside, New York 11361
Tel: (214) 837-9648
Attn: Wendy Win Qin Lu
On August 15, 2020, the Court entered the Order Authorizing and
Approving the Employment and Retention of Gleichenhaus, Marchese &
Weishaar, PC as Counsel to the Official Committee of Unsecured
Creditors of 41-23 Haight Street Realty, Inc., Effective as of July
17, 2020.
On September 3, 2020, the Trustee filed its Amended Appointment of
Official Committee of Unsecured Creditors.
On December 4, 2020, the Court entered an Order Granting Official
Committee of Unsecured Creditors' Motion to Authorize Change of
Case Caption, amending the case caption to read "In re 41-23 Haight
Realty, Inc. a/k/a 41-23 Haight Street Realty, Inc."
As of the Formation Date, each Committee Member held the following
economic interests in relation to the Debtor: (i) Matthew Krepil
held and continues to hold an unsecured claim against Haight
Realty's bankruptcy estate arising from a prepetition Judgment and
Order entered against Haight Realty on June 29, 2019 in a personal
injury action; (ii) Wei Zhu held and continues to hold an alleged
unsecured claim against Haight Realty's bankruptcy estate arising
from an alleged breach of contract by Haight Realty; and (iii) LDWS
LLC held an alleged claim arising from a demand for specific
performance related to a prepetition contract between LDWS LLC and
Haight Realty.
In accordance with Rule 2019, attached as Exhibit E is a list of
names, addresses, and the nature and amount of all disclosable
economic interests held by each Committee Member in relation to the
Debtor as of the date of this Amended Verified Statement. The
claims and claim amounts set forth in Exhibit E have been provided
by the applicable Committee Members, and by filing this Amended
Verified Statement, the Committee makes no representation regarding
the amount, allowance, or priority of such claims, and reserves all
rights with respect thereto.
As of the Formation Date, through the entry of the GMW Retention
Order and the date of this Amended Verified Statement, GMW has not
held and continues not to hold any "disclosable economic interest"
in the Debtor.
Counsel to the Official Committee of Unsecured Creditors of 41-23
Haight Realty Inc. a/k/a 41-23 Haight Street Realty, Inc. can be
reached at:
GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
Scott J. Bogucki, Esq.
43 Court Street, Suite 930
Buffalo, NY 14202-3100
Tel: 716-845-6446
Email: sbogucki@gmwlawyers.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/31ApESk and https://bit.ly/3cCI7Up
About Dupont Street Developers
Dupont Street Developers is engaged in activities related to real
estate. The Company owns premises at 49-55 Dupont Street, Brooklyn,
NY having a current value of $57.12 million (value subject to
appraisal by a Court of competent jurisdiction, based upon current
contract of sale).
The company filed for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 21-40664) on March 17, 2021. The petition was signed by Bo Jin
Zhu, manager. It listed assets amounting to $57,125,000 and
liabilities of $58,925,731 as of the bankruptcy filing.
The case is handled by Honorable Judge Elizabeth S. Stong.
ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C., led by
Mitchell A. Greene, is the Debtor's counsel.
E.Y. REALTY: NIRLLC Buying Residential Property in Quincy for $370K
-------------------------------------------------------------------
E.Y. Realty, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Massachusetts to authorize the private sale of the
residential real estate located at 223 Farrington Street, in
Quincy, Massachusetts, to NIRLLC for $370,000.
The Real Estate is owned by the Debtor.
The Debtor is filing contemporaneously with the Motion a Notice of
Intended Private Sale which proposes to sell the Real Estate. The
Proposed Buyer has already paid $30,000 to Feing Xiang Gao the
holder of a judicial lien on the Real Estate and $22,273.33 to the
holder of the first mortgage on the Real Estate. Therefore, the
net proceeds from the sale will be $317,726.67.
It is contemplated that from the sale proceeds of $317,726.67,
there will be paid the following obligations:
A. Real estate taxes and other municipal obligations due or
that may become due to the City of Quincy for real estate taxes and
other municipal obligations to the date of the sale will be paid
directly to the City of Quincy or the Buyers as part of the closing
adjustments. To the best of the knowledge of the undersigned
Counsel to the Debtor, there is a balance due to the city of Quincy
in the approximate amount of $5,700.
B. Documentary tax stamps as well as the Seller's customary
recording expense;
C. First Mortgage to Fidelis Residential Bridge Loan Venture
VI LP in the approximate amount of $272,083.84 as of March 30, 2021
with a per diem thereafter of $86.67. The entire balance due to
the Lender on the closing date will be paid in full.
D. Second mortgage to Capital Line Funding, LLC in the amount
of $24,6741.11 as of March 30, 2021 plus a per diem of $7.22.
E. There is no broker in the sale.
The Debtor represents that the sale of the Real Estate at private
sale rather than public sale is in the best interest of the estate
since:
A. The proposed sale is for a price reflective of the present
market value of the Real Estate. Annexed hereto as Exhibit A are
two pages of an appraisal dated June 19, 2020 on the Real Estate
indicating a value of $350,000. The Real Estate is vacant and upon
information and belief will be demolished by the Proposed Buyer.
B. A public auction sale is not likely to result in a gross
sale price reflective of comparable market value as any auction
sale generally contains various uncertainties and the expected
costs for advertisement of the sale will not be a concern if the
private sale is allowed.
The Proposed Buyer has no connection to the Debtor or any party in
the case except that the manager of the Proposed Buyer, Cecillia
Vien, is a creditor of the Debtor.
Finally, the Debtor asks a waiver of the 14-day period provided by
F.R.B.P. 6004.
A copy of the Appraisal Report is available at
https://tinyurl.com/99dyjdpm from PacerMonitor.com free of charge.
About E.Y. Realty
E.Y. Realty, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 21-10267) on March 2,
2021. Yim Kun Yu, manager, signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Gary W. Cruickshank, Esq., is the Debtor's legal counsel.
EDWARD A. DAWSON: $11.5K Sale of Republic Asset to Robertson OK'd
-----------------------------------------------------------------
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 16 Pine
Grove, in Republic, Washington, and legally described as Lot 16,
Block 1, PINE GROVE ADDITION, recorded under Ferry County,
Auditor's File Number 155253, situate in County of Ferry, State of
Washington, Tax Parcel Number(s) 3-36-04-51-01160-00, to William V.
Robertson for $11,500 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.
At closing, the following disbursements will be made:
a. A 10% real estate commission will be paid to realtors
Brown Bear Real Estate, LLC and Windermere Republic; and
b. General and delinquent real estate taxes due Ferry County,
State of Washington as 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.
EHT US1: Auction of All or Substantially All Assets Set for May 20
------------------------------------------------------------------
EHT US1, Inc., and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a notice of their approved
bidding procedures in connection with the sale of all or
substantially all of their assets to Madison Phoenix LLC, subject
to overbid.
In exchange, the Stalking Horse Bidder offers the following: (i) an
aggregate amount equal to $470 million and (ii) the Stalking Horse
Bidder’s assumption of the Assumed Liabilities.
On March 9, 2021, the Debtors filed their bidding Procedures, which
the Court approved on March 24, 2021. The Bidding Procedures Order
approved, among other things, the Bidding Procedures, which
establish the key dates and times related to the Auctions and Sale
Hearing.
A binding stalking horse bid has been submitted by Madison. The
Stalking Horse Bidder has executed an asset purchase agreement for
the purchase of substantially all of the Debtors' assets free and
clear of all claims, liens, encumbrances and interests on such
property. The Stalking Horse Bid is subject to higher or otherwise
better offers submitted in accordance with the terms and provisions
of the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: May 14, 2021, at 4:00 p.m. (ET)
b. Deposit: 10% of the Purchase Price
c. Auction: If more than one Qualified Bid is timely received
(in addition to the Stalking Horse Bid), the Auctions will be
conducted virtually pursuant to procedures to be timely filed on
the Court's docket, on May 20, 2021, at 10:00 a.m. (ET), or at such
other time and location as the Debtors, after consultation with
advisors to the Consultation Parties, after providing notice to the
Qualified Bidders, may determine in their reasonable business
judgment.
d. Sale Hearing: May 28, 2021, at 10:00 a.m. (ET)
e. Sale Objection Deadline: May 14, 2021, at 4:00 p.m. ET)
f. The Stalking Horse Bidder is a Qualified Bidder and the bid
reflected in the Stalking Horse Bid (including as it may be
increased at the Auctions (if any)) is a Qualified Bid, as set
forth in the Bidding Procedures.
Copies of the Motion, the Bidding Procedures Order, and the Bidding
Procedures, as well as all related exhibits and all other
agreements filed with the Court, may be obtained free of charge at
the website dedicated to the Debtors’ chapter 11 cases maintained
by their claims and noticing agent, Donlin, Recano & Company, Inc.
at https://www.donlinrecano.com/Clients/eagle/Index, or can be
requested by e-mail at eagleinfo@donlinrecano.com.
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 Region 3 appointed an official committee of
unsecured creditors on Feb. 4, 2021. The committee tapped Kramer
Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris
James LLP as Delaware counsel, and Province, LLC as financial
advisor.
ENERGY HARBOR: S&P Downgrades ICR to 'BB', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Energy
Harbor Corp. (EH) to 'BB' from 'BBB-'. At the same time, S&P
affirmed its 'BBB-' issue-level ratings and assigned '1' recovery
ratings, indicating its expectations for full recovery (rounded
estimate: 95%) in the event of a default. S&P removed all the
ratings on EH from CreditWatch, where it placed them with negative
implications on July 23, 2020.
S&P said, "The stable outlook indicates our view that Energy Harbor
will maintain leverage below 1x, rely on increasing its retail
presence, and produce positive free cash flow from the nuclear
plants without zero-emission credits (ZECs).
"We see inherent long-term risks to profitability for nuclear
plants, alongside backwardated power prices. Energy Harbor's
business remains challenged by weak power and capacity prices as
nearly 70% of its generation comes from nuclear plants. Energy and
capacity markets remain depressed, inadequately compensating
base-load generation. Nuclear generation's higher fixed cost
structure than other forms of generation will continue to pressure
Energy Harbor's margins for its nuclear fleet, reflecting lower
market heat rates and weak energy prices. While House Bill 128 is
yet to be signed by Ohio Governor DeWine, we believe a repeal of
nuclear subsidies is likely. Without nuclear clean air credits, we
view Energy Harbor's portfolio as weaker than those of peers,
reflected in our revised business risk assessment to weak."
As part of HB 6, EH's Davis-Besse and Perry plants were to receive
$150 million a year in subsidies from 2020 through 2027, or over
$1.1 billion in aggregate, that would have been recovered in
monthly charges from customers. EH has not received any credits to
date. With the expected repeal, S&P does not expect any credits
through the projected period. While the company expects the nuclear
segment to be profitable, it will continue to monitor their
performance in the coming months.
EH's concentrated and less diversified portfolio, in terms of
geography and fuel, increases cash flow volatility compared to
peers. Its asset mix compares unfavorably with peers as about 80%
of its generation comes from its nuclear fleet. The other 20% comes
from coal generation, which is less efficient than combined-cycle
gas turbines within the region and peer portfolios. Both EH's coal
plants are older with commercial operation dates of 1967-71 for
Sammis and 1979 for Pleasants. S&P expects both will likely be
retired by 2025. Even with 40% of total portfolio capacity, EH's
coal plants only contribute 20% of its generation.
With a generation to load match of 60% in 2020, forecasted at 75%
for 2021, EH compares unfavorably to peers with better match ratios
and larger retail businesses. At 25% budgeted for 2021, S&P thinks
EH's open generation is higher than peers' with either lower open
generation profiles or matching retail loads. While the open
position can be beneficial in a contango, it's not lucrative in the
current market. For 2020, actual EBITDA was modestly lower compared
to the company's budget, as realized spot prices decreased $2.25
per megawatt hour on EH's 16 terawatt hour (TWh) open generation.
S&P said, "While EH still has minimal debt on its balance sheet, we
now expect leverage to be slightly higher through our projected
period. We now expect leverage of 0.4x-0.5x partly due to a decline
in EBITDA and an expected increase in asset retirement obligations
(ARO), which we consider debt-like. As of December 2020, EH had an
underfunded ARO of $400 million, compared to $180 million in 2019.
The company expects these obligations to be about $300 to $350
million by 2023. While this doesn't warrant a change in our
financial risk assessment, it increases our expectations of S&P
Global Ratings-adjusted debt by $200 million-$250 million through
our rating outlook period. EH continues to compare favorably to
peers on a leverage basis with no net debt and only about 0.5x of
adjusted leverage.
"The stable outlook reflects our view that Energy Harbor relies on
increasing its retail presence and producing positive free cash
flow from the nuclear plants without ZECs. We expect the plants
will continue to perform well operationally and net leverage will
remain below 1x. However, the company must remain profitable
without clean air credits in the face of market headwinds."
Given minimal debt on the balance sheet, a downgrade would likely
stem from a deterioration, in S&P's view, of Energy Harbor's
business risk. This would result if:
-- The nuclear plants are free cash flow negative and cannot
operate profitably without ZECs;
-- Continued backwardation in energy prices leads to declines in
dark spreads such that coal plants generate less cash flow;
-- The company fails to execute on its strategy to expand the
retail segment; or
-- Net adjusted debt to EBITDA increases above 1.5x.
S&P doesn't anticipate an upgrade. S&P could raise the rating if:
-- The company expands its generation scale and retail segment
such that it compares favorably to larger independent power
producers; or
-- The company receives some form of zero emissions credits or
other payment that S&P believes provides a stable regulated revenue
stream over the long term.
ENTRUST ENERGY: Hits Chapter 11 Bankruptcy Due After Winter Storm
-----------------------------------------------------------------
Entrust Energy Inc. became the latest power retailer to file for
bankruptcy after February 2021's winter storm in Texas sent
electricity prices soaring.
The company listed assets of $100 million to $500 million and
liabilities of $50 million to $100 million, according to a Chapter
11 petition filed in the Southern District of Texas on Tuesday,
March 30, 2021.
Allison McNeely and Jeremy Hill of Bloomberg News report that
Entrust says it has a $270 million disputed claim with the Electric
Reliability Council of Texas, the operator of the state's power
grid, related to supply obligations. Other claims include $1.6
million from JPMorgan Chase & Co. for a Paycheck Protection Program
loan.
About Entrust Energy
Houston, Texas-based Entrust Energy is in the business of
generating, transmitting, and distributing electrical energy to
homes and businesses.
Entrust Energy, Inc., and 14 of its affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 21-31070) on
March 30, 2021. Entrust estimated assets of between $100 million
and $500 million and liabilities of between $50 million and $100
million as of the bankruptcy filing.
BAKER & HOSTETLER LLP, led by Elizabeth A. Green, is the Debtors'
counsel.
FAIRFIELD MEDICAL: Moody's Alters Outlook on Ba2 Rating to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed Fairfield Medical Center's
(OH) Ba2 rating. The outlook is revised to stable from negative.
This action affects about $87 million of rated debt.
RATINGS RATIONALE
The revision of the outlook to stable from negative reflects
Moody's belief that Fairfield Medical Center (FMC) will continue to
see benefits from revenue cycle improvements, which, along with
sustained recovery of volume to pre-pandemic levels, will likely
enable it to sustain better operating cash flow (OCF) margins and
adequate cash measures.
Affirmation of the Ba2 rating reflects Moody's view that FMC will
face challenges as a relatively small provider with somewhat high
levels of leverage relative to cash and dependence on government
payers. Following weak performance in 2018 and 2019 related to a
challenging IT conversion and the loss of a key physician, FMC will
likely continue to benefit from its work with external consultants
on its billing and collections processes. This effort, which began
in mid-2020, along with meaningful CARES grants and cost
reductions, will likely contribute to much improved OCF margins and
days cash on hand in fiscal 2020 despite the negative effects of
the pandemic. However, liquidity will continue be limited by
relatively high allocations to hedge funds, private equity and
equities. Management reports that its MTI will not permit CARES
grants to be included in calculating its debt service coverage
covenant at fiscal year-end 2020, which would likely result in
non-compliance. If this occurs, management, which has been in
discussion with its bond trustee and bond counsel, believes FMC
would be able to institute certain measures to address
non-compliance and therefore would not trigger an event of default.
Ongoing credit strengths will include FMC's leading market position
in the Lancaster, Ohio area and its long-standing joint venture
medical center with Mount Carmel Health System, a large
Columbus-based system. In addition, overall debt structure risk
will remain modest as FMC's debt will primarily be fixed rate.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that improvements
in revenue cycle management, volume recovery, and operating cash
flow margins will likely be sustained. The outlook further assumes
that any breach of the debt service coverage covenant would be
remedied.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Operating cash flow margins are sustained at levels in the
8%-9% range
-- Ongoing improvement in AR collections and cash metrics
including days cash
-- Leverage metrics including debt to cash flow and coverage
continue to improve
-- Ample covenant headroom is sustained
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Operating cash flow margins return to weak levels
-- Inability to achieve and sustain recovery in volume trends
-- Material rise in balance sheet or operating leverage
-- Inability to maintain sufficient headroom to covenants
LEGAL SECURITY
The bonds are secured by a gross revenue pledge of Fairfield
Medical Center (sole obligated group member) as well as a
lease-hold and sub-lease-hold mortgage pledge. The lease shall not
under any circumstances terminate so long as the Series 2013 Bonds
are outstanding. Additionally, there is a debt service reserve fund
in place.
PROFILE
FMC is a 222-bed general acute-care hospital in the City of
Lancaster, Ohio, located about 30 miles southeast of Columbus.
METHODOLOGY
The principal methodology used in this rating was Not-For-Profit
Healthcare published in December 2018.
FISHER'S AUTO: Seeks to Hire Ballstaedt Law Firm as Legal Counsel
-----------------------------------------------------------------
Fischers Auto Body, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire The Ballstaedt Law Firm as
its legal counsel.
The firm will render these services:
i. institute, prosecute or defend any contested matters
arising out of the Debtor's Chapter 11 proceeding in which the
Debtor may be a party;
ii. assist in the recovery and liquidation of estate assets;
iii. assist in determining the priorities and statuses of claims
and in filing objections thereto when necessary;
iv. assist in the preparation of a disclosure statement and
Chapter 11 plan of reorganization; and
v. perform all other legal services necessary to administer
the Debtor's Chapter 11 case.
The firm will be paid at hourly rates as follows:
Attorneys $300
Paralegals $150
Seth Ballstaedt, Esq., principal of Ballstaedt Law Firm, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Seth D. Ballstaedt, Esq.
Ballstaedt Law Firm
9555 S. Eastern Ave., Suite 210
Las Vegas, NV 89123
Tel: (702)715-0000
Fax: (702) 666-8215
Email: seth@ballstaedtlaw.com
About Fischers Auto Body
Fischers Auto Body, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10526) on
Feb. 3, 2021, listing under $1 million in both assets and
liabilities. Seth D. Ballstaedt, Esq., at Ballstaedt Law Firm,
represents the Debtor as legal counsel.
FRANCESCA'S HOLDINGS: Plan Exclusivity Extended Until July 1
------------------------------------------------------------
At the behest of Francesca's Holdings Corporation and its
affiliates, Judge Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware extended the periods by 90 days in
which the Debtors may file a Chapter 11 plan through and including
July 1, 2021, and to solicit acceptances through and including
August 30, 2021.
With the extension, the Debtors will be able to continue the
progress on their bankruptcy case.
A copy of the Court's Extension Order is available at
https://bit.ly/3mfND2N from stretto.com.
About Francesca's Holdings
Francesca's Holdings Corporation -- https://www.francescas.com/ --
is a specialty retailer that operates a nationwide-chain of
boutiques providing a diverse assortment of apparel, jewelry,
accessories, and gifts. As of December 1, 2020, the Debtor operates
558 boutiques in 45 states and the District of Columbia and also
serves customers through www.francescas.com, Debtor's e-commerce
website, and its recently launched mobile app.
Francesca's Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-13076) on December 3, 2020. Francesca's Holdings had total
assets of $264.7 million and total liabilities of $290.5 million as
of November 1, 2020.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped O'Melveny & Myers LLP and Richards, Layton &
Finger P.A. as legal counsel, FTI Capital Advisors LLC as financial
advisor and investment banker, and A&G Realty Partners as real
estate advisor. Bankruptcy Management Solutions Inc., doing
business as Stretto, is the notice, claims, and balloting agent.
GLOBAL PARTNERS: S&P Alters Outlook to Stable, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Global Partners L.P. to
stable from negative and affirmed its 'B+' issuer credit rating.
S&P said, "At the same time, we affirmed our 'BB' rating on the
company's senior secured debt. Our '1' recovery rating is
unchanged, indicating our expectation for very high recovery
(90%-100%; rounded estimate: 95%) in the event of a default. We
also affirmed our 'B+' rating on the company's senior unsecured
debt. Our '4' recovery rating on that debt is unchanged, indicating
our expectation for average recovery (30%-50%; rounded estimate:
40%).
"The outlook revision to stable from negative reflects our
expectation for Global Partners to generate S&P Global
Ratings-adjusted debt to EBITDA between 4.75x and 5.25x through
2023.
"The conditions that led us to revise the outlook to negative in
April 2020 no longer exist. Our view at the outset of the COVID-19
pandemic that Global's leverage could approach 6x in 2020 did not
materialize. We had expected the shift from in-person work and
school would significantly reduce gasoline volumes as more people
stayed home, leading to materially weaker EBITDA and cash flows.
While volumes indeed fell, Global more than made up for it with
increased product margins. The company's network of storage
terminals allowed it to take advantage of the favorable contango
market structure that emerged at the onset of the pandemic and the
dramatic shift in the forward product pricing curve during the
year, which drove year-over-year margin increases in its wholesale
segment. In addition, in the retail segment, higher margins more
than offset the decrease in volumes caused by the pandemic. As a
result, and despite a decline in wholesale and retail volumes,
Global ended 2020 with adjusted debt to EBITDA of about 4x. Because
we use a weighted debt-to-EBITDA approach to measure the company's
leverage, Global's outperformance in 2020 lowered our weighted
leverage measure to just below 5x.
"Our leverage expectations are steady at about 4.75x-5.25x over the
next three years. Global generated, by our measure, $388 million of
adjusted EBITDA in 2020. We forecast a 15%-20% decline in 2021 as
volumes remain somewhat soft and as margins settle following an
outlier year in 2020. However, we assume growth returns in 2022 and
2023 because of forecast robust economic growth and an assumed
stabilization in both volume and margins.
"We also expect Global will close its acquisition of the Consumers
Petroleum of Connecticut, Inc. gas station portfolio in the second
quarter of 2021, subject to regulatory approval. We expect this
transaction, while small, to be leveraging as Global will purchase
sites in Connecticut, where permitting restrictions make the
build-out of new stations highly difficult. In addition to forecast
moderation in EBITDA, the acquisition leads to 2021 leverage of
about 5.3x. However, we expect leverage to get back below 5x in
both 2022 and 2023 on normalization.
"We expect Global Partners will have adequate liquidity over the
next 12 months. We expect its available cash on the balance sheet
(about $5 million), availability under the $400 million revolving
credit facility and $770 million working capital facility, and our
forecast for about $155 million cash funds from operations (FFO)
will more than cover its capital expenditure (capex, about $85
million to $105 million), acquisitions, and distributions over the
next 12 months. All liquidity figures are as of Dec. 31, 2020.
"The stable outlook reflects our view that Global Partners'
adjusted leverage will be between 4.75x and 5.25x through 2023. We
expect the partnership to maintain adequate liquidity over the
forecast period."
S&P could lower ratings if Global Partners' product margins or
volumes weaken such that it expects:
-- Its EBITDA interest ratio to fall below 3.5x; or
-- Weighted debt to EBITDA is above 5.25x on a sustained basis.
An upgrade is possible if:
-- The partnership improves its asset and geographic diversity;
and
-- Maintains EBITDA to interest coverage above 4x and weighted
debt to EBITDA adequately below 4x.
GREENPOINT TACTICAL: Hires Kopecky Schumacher as Special Counsel
----------------------------------------------------------------
Greenpoint Tactical Income Fund, LLC and GP Rare Earth Trading
Account, LLC seek approval from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to employ Kopecky Schumacher &
Rosenburg LLC as special counsel.
The Debtors need the firm's legal assistance in the securities
litigation (Case No. 19-cv-809) filed by the U.S. Securities and
Exchange Commission before the U.S. District Court for the Western
District of Wisconsin.
Kopecky Schumacher will act as co-counsel with Bragança Law LLC,
the lead trial counsel in the securities litigation.
James Kopecky, Esq., and Howard Rosenburg, Esq., the firm's
attorneys who will be providing the services, will be paid at the
hourly rate of $600.
The rates of other Kopecky Schumacher attorneys range between $350
and $600 per hour. The rate of paraprofessionals is $150 per
hour.
The firm requires an advance payment retainer of $250,000.
As disclosed in court filings, Kopecky Schumacher neither holds nor
represents any interest adverse to the Debtor and its Chapter 11
estate.
The firm can be reached through:
James L. Kopecky, Esq.
Kopecky Schumacher Rosenburg LLC
120 N. LaSalle Street, Suite 2000
Chicago, IL 60602
Phone: 312-380-6552
Email: jkopecky@ksrlaw.com
About Greenpoint Tactical Income Fund
Madison, Wisc.-based Greenpoint Tactical Income Fund, LLC is a
private investment fund. Its wholly owned subsidiary, GP Rare
Earth Trading Account LLC, is the entity that holds the gems and
minerals.
Greenpoint and GP Rare Earth sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 19-29613) on
Oct. 4, 2019.
At the time of the filing, Greenpoint estimated assets of $100
million to $500 million and liabilities of $10 million to $50
million. GP Rare Earth estimated assets of $100 million to $500
million and liabilities of $10 million to $50 million.
The Debtors tapped Steinhilber Swanson, LLP as their bankruptcy
counsel. Bragança Law, LLC and Kopecky Schumacher Rosenburg, LLC
serve as special counsel. CliftonLarsonAllen, LLP is the Debtor's
accountant.
On Dec. 5, 2019, the U.S. Trustee for Region 11 appointed an
official committee of equity security holders in the Debtors'
Chapter 11 cases. Freeborn & Peters, LLP and Phoenix Management
Services, LLC serve as the equity committee's legal counsel and
financial advisor, respectively.
GULFPORT ENERGY: Energy Transfer Slams Creditor Treatment
---------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that a vendor of bankrupt
Gulfport Energy Corp. is complaining that the natural gas company
unfairly intends to compensate some creditors more than others,
adding to other objections to its Chapter 11 plan.
Gulfport's unsecured creditors, mostly trade vendors like Energy
Transfer, would get a total of 6% of the company's new common
stock, according to an objection Energy Transfer LP filed Monday,
March 29, 2021
In contrast, creditors of Gulfport subsidiaries -- primarily
holders of unsecured notes -- would get 94% of the new common stock
and the rights to participate in a $50 million rights offering at a
30% discount, it said.
About Gulfport Energy
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. As of Sept.
30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000
in liabilities.
The Honorable David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M III
Partners, LP is the financial advisor.
The U.S. Trustee for Region 7 formed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Norton Rose Fulbright US LLP and Kramer
Levin Naftalis & Frankel, LLP and Jefferies LLC as its investment
banker.
HENDRIKUS EDWARD TON: Taps Sales Agent to Sell Vehicles for $77.5K
------------------------------------------------------------------
Hendrikus Edward Ton, filed with the U.S. Bankruptcy Court for the
Eastern District of Louisiana a motion in supplement to his
proposed employment of Patrick J. Gros as his Sales Agent relating
to the sale of the following vehicles for a total purchase price of
$77,500:
a. (i) 2006 Harley-Davidson FLHTCI Electra Glide Classic (VIN
1HD1FFW166Y663085); (ii) 2005 Bourget Low-Blow Chopper (VIN
1B9BFY8A95A383170); (ii) 2005 Bourget Fat Daddy (VIN
1B9BFY8A7SA393085); and (iv) 2010 Kawasaki ZX1400 Ninja ZX-14 (VIN
JKBZXNC15AA021481), to George Ackel for $28,500; and
b. (i) 1968 Chevrolet Camaro SS (VIN 123278N336388) for
$35,000 and (ii) 1971 Ford Mustang (VIN 1F05H12283) for $14,000 to
Chad Noel.
On Sept. 11, 2020, the Debtor filed the Second Amended Disclosure
Statement and the Second Amended Plan of Reorganization, which
proposed the appointment of Mr. Gros as the "Liquidator" to perform
an orderly liquidation of estate assets for the satisfaction of
allowed claims against the estate.
Needing liquidity before confirmation, the Debtor filed the Motion
asking authority to sell the Vehicles, and to employ Mr. Gros as
agent to solicit and accept offers from potential buyers:
a. 2006 Harley-Davidson FLHTCI Electra Glide Classic
(Acceptable Minimum Price: $8,500);
b. 2005 Bourget Low-Blow Chopper (Acceptable Minimum Price:
$20,000);
c. 2005 Bourget Fat Daddy (Acceptable Minimum Price:
$20,000);
d. 2010 Kawasaki ZX1400 Ninja ZX-14 (Acceptable Minimum Price
$6,500);
e. 1968 Chevrolet Camaro SS (Acceptable Minimum Price:
$45,000); and
f. 1971 Ford Mustang (Acceptable Minimum Price: $20,000).
On Dec. 18, 2020, the Court entered an Order authorizing Mr. Gros'
employment as sales agent with standing authority to sell the
Vehicles at or above threshold prices assigned to them in the
Motion, with Court approval required only in the event that a
proposed sale did not meet or exceed that threshold.
The Acceptable Minimum Prices established in the Order total
$120,000. The Order entitles Mr. Gros to a 10% commission from
proceeds of sale and reimbursement for reasonable expenses incurred
in connection with the sale. The Order further provides that
distribution of proceeds from sale of the Vehicles requires further
authorization from the Court.
On Feb. 25, 2021, the Court confirmed the Second Amended Plan as
Modified on Nov. 14, 2020, and Immaterially Modified on Feb. 6,
2021, appointing Mr. Gros as Liquidator to take possession of
remaining estate assets for liquidation into proceeds for
distribution to holders of allowed claims in the Bankruptcy Case.
The Plan is currently set to go effective on May 26, 2021.
In order for the Plan to go effective, all "Allowed Administrative
Claims and Allowed Other Priority Claims must be paid in full,"
unless the holders of such claims have consented to payment after
the Effective Date. Upon information and belief, the only claims
that must be paid prior to the Effective Date are quarterly fees
owed to the Office of the U.S. Trustee, ("OUST"), estimated in the
amount of $12,000.
Mr. Gros marketed the Vehicles by advertising them for sale on a
social media platform and by contacting business associates and
professionals with experience in automobile and motorcycle sales.
He received interest in the Vehicles from local parties, as well as
parties from Bay St. Louis, Mississippi; Lafayette, Louisiana;
Houston, Texas; and Destin, Florida.
The estate received several offers as a result of that marketing,
two of which exceeded all other offers: (i) an offer from Chad Noel
to purchase the Camaro and Mustang for $35,000 and $14,000,
respectively, for a total purchase price of $49,000; and (ii) an
offer from George Ackel to purchase the Motorcycles for $28,500.
The Noel Offer is supported by a deposit of $10,000, and is subject
to the following material terms and conditions:
a. Entry of an order by the Court authorizing the sale;
b. Delivery of the Cars in running condition at closing of the
sale;
c. If the sale does not close due to nonoccurrence of terms
17(a) or 17(b), the Deposit will be returned to Mr. Noel; and
d. If the sale does not close due to any reason other than
nonoccurrence of terms 17(a) or 17(b), the Deposit will be retained
by the estate.
The Ackel Offer includes a deposit of $5,000, and is subject to the
following material terms and conditions:
a. Entry of an order by the Court authorizing the sale;
b. No repair necessary; Motorcycles to be sold in "as is"
condition;
c. If the sale does not close due to nonoccurrence of term
(18)(a), the Deposit will be returned to Mr. Ackel; and
d. If the sale does not close due to any reason other than
nonoccurrence of term 18(b), the Deposit will be retained by the
estate.
The Debtor has determined in his sound business judgment that the
sale of the Vehicles on the terms and conditions set forth is fair
and reasonable and in the best interest of his estate, his
creditors, and all parties in interest in the Bankruptcy Case. As
the Vehicles are depreciating assets, a sale in the near term will
capture maximum value for the estate and release the Debtor from
the burden of maintaining the Vehicles.
As closing the sales quickly is conducive to effectiveness of the
Plan, the Debtor therefore asks that the Court directs that the
order approving the Supplemental Motion will be effective
immediately upon entry.
Based upon the foregoing, the Debtor further asks that the Court
grants authority to pay Mr. Gros the 10% commission of the Total
Purchase Price and reimburse Mr. Gros for reasonable expenses, with
such payments to be deducted from proceeds of the sale of the
Vehicles. He also asks that the Court authorizes him to use
additional proceeds from sale for payment of Allowed Administrative
Claims and Allowed Other Priority Claims necessary for the Plan to
go effective, with all other proceeds to be retained by Mr. Gros on
behalf of the estate.
About Hendrikus Edward Ton
Hendrikus Edward Ton sought Chapter 11 protection (Bankr. E.D. La.
Case No. 18-11101) on April 27, 2018. The Debtor estimated assets
in the range of $500,001 to $1 million and $1 million to $10
million in debt.
The Debtor tapped Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard as counsel. On Oct. 2, 2018, the Court
appointed Bonnie Buras and Coldwell Banker TEC Realtors as
realtors.
HERTZ CORP: April 16 Hearing on $500K Sale of Anchorage Franchise
-----------------------------------------------------------------
The Hertz Corp. and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a notice of their de minimis
sale of franchise in Anchorage, Alaska, to Floyd & Sons, Inc., in
accordance with their Asset Purchase Agreement for the aggregate
consideration of (i) $500,000, plus (ii) if applicable, an amount
equal to the aggregate net book value of the Personal Property,
Equipment and Fixtures determined as of the Closing Date, plus
(iii) the Vehicle Purchase Price described in the Agreement, plus
(iv) the assumption of the Assumed Liabilities, subject to
adjustment.
A hearing on the Motion is set for April 16, 2021, at 10:30 a.m.
(ET). The Objection Deadline is April 9, 2021, at 5:00 p.m. (ET).
On Oct. 8, 2020, the Court entered an Order granting the Debtors'
Motion for Entry of an Order Approving Franchise Sale Procedures
and Granting Related Relief. Pursuant to the Order, the Debtors
propose to sell the Assets to the Purchaser in accordance with
their Agreement.
The Purchaser is a current franchisee of the Debtors who owns and
operates vehicle rental businesses under their brands pursuant to
existing license agreements. All known parties holding liens on,
or other interests in, the Assets are set forth on Exhibit A.
In connection with the Proposed Sale, the Debtors propose to assume
and assign to the Purchaser the executory contracts and unexpired
leases set forth and described on the schedule (Exhibit C).
The Purchaser has demonstrated its ability to comply with the
requirements of adequate assurance of future performance under
section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the
Bankruptcy Code, including, without limitation, the Purchaser's
financial wherewithal and willingness to perform under such
Assigned Contracts and Leases. Upon written request, the Debtors
and/or the Purchaser will provide Counterparties to the Assigned
Contracts and Leases with Adequate Assurance Information on a
confidential basis.
Pursuant to the Order, the Debtors will file, under certification
of counsel, a proposed order approving the Proposed Sale upon the
occurrence of either of the following: (1) no Objections are
properly asserted before expiration of the Objection Deadline; or
(2) any party that properly asserted an Objection has indicated in
writing (which may be in the form of an email) that such Objection
has been resolved and the Objection Deadline has passed.
Pursuant to the Order, the Proposed Sale, including the assumption
and assignment of the Assigned Contracts and Leases and the
proposed Cure Amounts, will be deemed final and fully authorized by
the Court, and the Debtors may consummate the Proposed Sale, upon
the Court's entry of an order approving the Proposed Sale.
The copies of the Motion and the Order, as well as all related
exhibits may be obtained from the Debtors' claims agent, Prime
Clerk LLC, by (i) visiting its website at
https://restructuring.primeclerk.com/hertz/Home-Index, (ii) writing
to hertzinfo@primeclerk.com, or (iii) calling (877) 428-4661
(toll-free in the U.S.) or (929) 955-3421 (for parties outside the
U.S.).
A copy of the Agreement and the Exhibits is available at
https://tinyurl.com/tqaukqwl from PacerMonitor.com free of charge.
The Purchaser:
FLOYD & SONS, INC.
5522 Woodshire Circle
Anchorage, AK 99516
Attn: Craig W. Floyd
E-mail: craig@dollarthriftyalaska.com
The Purchaser is represented by:
BIRCH HORTON BITTNER & CHEROT
510 L Street, Suite 700
Anchorage, AK 99501
Attn: Austin Barron
E-mail: abarron@bhb.com
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com--
operate
a worldwide vehicle rental business under the Hertz, Dollar, and
Thrifty brands, with car rental locations in North America,
Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East, and New Zealand. They also operate a vehicle leasing and
fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases. The Debtors have tapped
White & Case LLP as their bankruptcy counsel, Richards, Layton &
Finger, P.A. as local counsel, Moelis & Co. as investment banker,
and FTI Consulting as financial advisor. The Debtors also retained
the services of Boston Consulting Group to assist the Debtors in
the development of their business plan. Prime Clerk LLC is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HERTZ CORP: April 16 Hearing on Sale of Assets to Rental Services
-----------------------------------------------------------------
The Hertz Corp. and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a notice of their sale of the
assets set forth and described on Exhibit A to Rental Services,
LLC, in accordance with their Asset Purchase Agreement for the
aggregate consideration of (i) $250,000, plus (ii) if applicable,
an amount equal to the aggregate net book value of the Personal
Property, Equipment and Fixtures determined as of the Closing Date,
plus (iii) $350,000 in respect of the Real Property, plus (iv) the
Vehicle Purchase Price, plus (v) the assumption of the Assumed
Liabilities.
A hearing on the Motion is set for April 16, 2021, at 10:30 a.m.
(ET). The Objection Deadline is April 9, 2021, at 5:00 p.m. (ET).
On Oct. 8, 2020, the Court entered an Order granting the Debtors'
Motion for Entry of an Order Approving Franchise Sale Procedures
and Granting Related Relief. Pursuant to the Order, the Debtors
propose to sell the Assets to the Purchaser in accordance with
their Agreement.
The Purchaser is a current franchisee of the Debtors who owns and
operates vehicle rental businesses under their brands pursuant to
existing license agreements. All known parties holding liens on,
or other interests in, the Assets are set forth on Exhibit A.
In connection with the Proposed Sale, the Debtors propose to assume
and assign to the Purchaser the executory contracts and unexpired
leases set forth and described on the schedule (Exhibit C).
The Purchaser has demonstrated its ability to comply with the
requirements of adequate assurance of future performance under
section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the
Bankruptcy Code, including, without limitation, the Purchaser's
financial wherewithal and willingness to perform under such
Assigned Contracts and Leases. Upon written request, the Debtors
and/or the Purchaser will provide Counterparties to the Assigned
Contracts and Leases with Adequate Assurance Information on a
confidential basis.
Pursuant to the Order, the Debtors will file, under certification
of counsel, a proposed order approving the Proposed Sale upon the
occurrence of either of the following: (1) no Objections are
properly asserted before expiration of the Objection Deadline; or
(2) any party that properly asserted an Objection has indicated in
writing (which may be in the form of an email) that such Objection
has been resolved and the Objection Deadline has passed.
Pursuant to the Order, the Proposed Sale, including the assumption
and assignment of the Assigned Contracts and Leases and the
proposed Cure Amounts, will be deemed final and fully authorized by
the Court, and the Debtors may consummate the Proposed Sale, upon
the Court's entry of an order approving the Proposed Sale.
The copies of the Motion and the Order, as well as all related
exhibits may be obtained from the Debtors' claims agent, Prime
Clerk LLC, by (i) visiting its website at
https://restructuring.primeclerk.com/hertz/Home-Index, (ii) writing
to hertzinfo@primeclerk.com, or (iii) calling (877) 428-4661
(toll-free in the U.S.) or (929) 955-3421 (for parties outside the
U.S.).
A copy of the Agreement and the Exhibits is available at
https://tinyurl.com/tqaukqwl from PacerMonitor.com free of charge.
The Purchaser:
RENTAL SERVICES LLC
6450 Airport Way, Suite 15
Fairbanks, AK 99709
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com--
operate
a worldwide vehicle rental business under the Hertz, Dollar, and
Thrifty brands, with car rental locations in North America,
Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East, and New Zealand. They also operate a vehicle leasing and
fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases. The Debtors have tapped
White & Case LLP as their bankruptcy counsel, Richards, Layton &
Finger, P.A. as local counsel, Moelis & Co. as investment banker,
and FTI Consulting as financial advisor. The Debtors also retained
the services of Boston Consulting Group to assist the Debtors in
the development of their business plan. Prime Clerk LLC is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HERTZ CORP: Auto Rental Buying Locations' Assets for $16 Million
----------------------------------------------------------------
The Hertz Corp. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize them to divest one
airport location, four fixed base operator rental locations, and
six off-airport locations including one body shop ("Locations"),
and sell the associated real estate, fleet, and various personal
property associated with the Locations, to Auto Rental Services,
LLC, in accordance with their Asset Purchase Agreement for the
aggregate cash consideration of $16 million, plus the appraised
value of the real estate associated with the Locations.
A hearing on the Motion is set for April 16, 2021, at 10:30 a.m.
(ET). The Objection Deadline is April 9, 2021, at 5:00 p.m. (ET).
The Debtors' network of airport and off-airport locations is the
backbone of their business. As part of these Chapter 11 Cases, the
they have implemented many initiatives to restructure that network
and reduce overhead. One such initiative is to divest certain of
their locations to partners who will continue to operate those
locations as franchisees.
The divestiture of corporate run locations to franchisees will
result in two primary benefits to the Debtors and their estates.
First, it will maintain the Debtors' points of distribution in
those locations and revenues associated with the locations in the
form of royalties. Second, it will allow the Debtors to eliminate
costs associated with directly operating the divested locations and
eliminate the need for the capital expenditure that would be
necessary for acquiring vehicles at these locations, as the
franchisees will provide their own rental fleet. Accordingly, the
Debtors have determined that divesting certain locations to
existing franchisees is in the best interests of their estates.
In the fall of 2020, the Debtors began a marketing process to
solicit interest in the purchase of certain of their locations to
be operated as franchises. In furtherance of this process the
Court approved procedures to govern and expedite the divestiture of
locations to franchisees and entered the Sale Procedures Order.
By the Motion, the Debtors present a proposed divestiture under the
Sale Procedures Order. The contemplated divestiture entails their
divesting one airport location, four fixed base operator rental
locations, and six off-airport locations including one body shop.
These locations have not rebounded from the COVID-19 downturn as
quickly as other locations, and the Debtors therefore planned to
close them and reject associated contracts unless they could
successfully market the locations to a franchisee. The Purchaser
under the APA is a long-time franchisee of the Debtors that has a
proven track record of success in franchise operations in the
Nebraska area.
Accordingly, the Debtors are confident in its ability to
successfully operate the locations, represent their brands, and
generate royalties. Additionally, the transaction will result in a
$4 million cash payment to the Debtors in three installments, the
purchase of the fleet associated with the locations at market
rates, and the purchase of real estate, facilities, and equipment
at the locations at net book value. The Debtors believe that the
Sale Transaction will result in a value maximizing transaction to
the estates and therefore request that the Court approves the sale.
By the Motion, the Debtors ask entry of the Proposed Order: (i)
approving the sale of the Assets to Purchaser free and clear of all
Encumbrances (except as otherwise provided in the Asset Purchase
Agreement) in accordance with the terms and conditions of the APA;
(ii) authorizing the assumption and assignment of the Assigned
Contracts listed on Exhibit 2 to the Proposed Order; (iii)
authorizing the consummation of the Sale Transaction contemplated
by the APA; and (iv) granting related relief.
Under the APA, the Debtors will divest one airport location, four
fixed base operator rental locations, and six off-airport locations
including one body shop, ("Locations") and sell the associated real
estate, fleet, and various personal property associated with the
Locations to Auto Rental Services.
The principal terms of the APA are:
a. Purchase Price: Auto Rental Services will provide aggregate
cash consideration of $16 million plus the appraised value of the
real estate associated with the Locations. That aggregate cash
consideration is comprised of:
i. $4 million cash payment, of which $2 million is due at
close, $500,000 is due upon the Debtors' exit from Chapter 11, and
$1.5 million is due when air travel volume and related car rental
volume returns to 2019 levels or Dec. 31, 2026, whichever is
earlier;
ii. Approximately $11 million for the sale of the
approximately 615 vehicles associated with the Locations,
representing the estimated Manheim Market Report ("MMR") value as
of the time of transfer;
iii. Approximately $1 million for the non-fleet assets
(e.g., car wash systems and IT equipment) associated with the
Locations, representing the estimated net book value as of the time
of transfer; and
iv. The appraised value of the real estate associated
with the Locations.
b. Acquired Assets: The Acquired Assets are set forth in
Schedules 2(a) - 2(f) of the APA and include the assets of the
Debtors at the Locations. The Assumed Liabilities include all
liabilities relating to the Buyers' operation of the Business and
the Acquired Assets.
c. The Debtors do not contemplate conducting an auction for
the sale of the Assets. The Assets were marketed by the Debtors to
existing franchisees in accordance with the Sale Procedures Order,
and Auto Rental Services made the highest offer and is best
positioned to purchase and operate the Locations.
d. The Parties must close on all of the Locations no later
than May 31, 2021.
e. A condition precedent to the closing of the Sale
Transaction is that the Court will have entered the Sale Order. To
the extent unexpired leases with the Debtors are not assumed and
assigned pursuant to the procedures approved by the Court, the Sale
would be free and clear of such leases.
f. Pursuant to the Sale Procedures Order, the Debtors are
authorized to market franchise assets and enter into the APA
without conducting an auction with related credit bid procedures.
The APA is the result of the marketing process authorized under the
Sale Procedures Order.
g. A condition precedent to the closing of the Sale
Transaction is that the Court will have entered the Sale Order.
The proposed Sale Order contains a waiver of the stay under
Bankruptcy Rule 6004(h).
Additionally, to date, Auto Rental Services held the rights to
operate Dollar and Thrifty franchises in Lincoln, Nebraska, but had
not exercised those rights. Now, by taking over the rights to the
Hertz brand for the Omaha and Lincoln locations, Auto Rental
Services will open Dollar and Thrifty brands in Lincoln, Nebraska
as well, thereby giving the Dollar and Thrifty brands a new point
of distribution and increasing royalties for the Company.
The Sale Transaction will maximize value and is in the best
interests of the Debtors' estates. Accordingly, they ask that the
Court approves the APA, authorizes them to consummate the Sale
Transaction contemplated thereunder, and authorizes them to assume
and assign the Assigned Contracts.
A copy of the Agreement and the Exhibits is available at
https://tinyurl.com/tqaukqwl from PacerMonitor.com free of charge.
The Purchaser:
AUTO RENTAL SERVICES, LLC
2110 E. Locust St.
Omaha, NE 68110
Attn: Molly Flodman
E-mail: molly@dollarthriftyomaha.com
The Purchaser is represented by:
Christopher Linden, Esq.
8821 Pebble Creek Ct.
Lincoln, NE 68526
E-mail: chris@elegalstudio.com
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com--
operate
a worldwide vehicle rental business under the Hertz, Dollar, and
Thrifty brands, with car rental locations in North America,
Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East, and New Zealand. They also operate a vehicle leasing and
fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases. The Debtors have tapped
White & Case LLP as their bankruptcy counsel, Richards, Layton &
Finger, P.A. as local counsel, Moelis & Co. as investment banker,
and FTI Consulting as financial advisor. The Debtors also retained
the services of Boston Consulting Group to assist the Debtors in
the development of their business plan. Prime Clerk LLC is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HERTZ CORP: Hearing on Sale of Assets to Byers Car Set for April 16
-------------------------------------------------------------------
The Hertz Corp. and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a notice of their sale of the
assets set forth and described on Exhibit A to Byers Car Rentals,
LLC, in accordance with their Asset Purchase Agreement for the
aggregate consideration of (i) $560,000, plus (ii) an amount equal
to the aggregate net book value of the Personal Property, Equipment
and Fixtures determined as of the Closing Date, plus (iii) the
Vehicle Purchase Price described in Section 17, plus (iv) the
assumption of the Assumed Liabilities.
A hearing on the Motion is set for April 16, 2021, at 10:30 a.m.
(ET). The Objection Deadline is April 9, 2021, at 5:00 p.m. (ET).
On Oct. 8, 2020, the Court entered an Order granting the Debtors'
Motion for Entry of an Order Approving Franchise Sale Procedures
and Granting Related Relief. Pursuant to the Order, the Debtors
propose to sell the Assets to the Purchaser in accordance with
their Agreement.
The Purchaser is a current franchisee of the Debtors who owns and
operates vehicle rental businesses under their brands pursuant to
existing license agreements. All known parties holding liens on,
or other interests in, the Assets are set forth on Exhibit A.
In connection with the Proposed Sale, the Debtors propose to assume
and assign to the Purchaser the executory contracts and unexpired
leases set forth and described on the schedule (Exhibit C).
The Purchaser has demonstrated its ability to comply with the
requirements of adequate assurance of future performance under
section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the
Bankruptcy Code, including, without limitation, the Purchaser's
financial wherewithal and willingness to perform under such
Assigned Contracts and Leases. Upon written request, the Debtors
and/or the Purchaser will provide Counterparties to the Assigned
Contracts and Leases with Adequate Assurance Information on a
confidential basis.
Pursuant to the Order, the Debtors will file, under certification
of counsel, a proposed order approving the Proposed Sale upon the
occurrence of either of the following: (1) no Objections are
properly asserted before expiration of the Objection Deadline; or
(2) any party that properly asserted an Objection has indicated in
writing (which may be in the form of an email) that such Objection
has been resolved and the Objection Deadline has passed.
Pursuant to the Order, the Proposed Sale, including the assumption
and assignment of the Assigned Contracts and Leases and the
proposed Cure Amounts, will be deemed final and fully authorized by
the Court, and the Debtors may consummate the Proposed Sale, upon
the Court's entry of an order approving the Proposed Sale.
The copies of the Motion and the Order, as well as all related
exhibits may be obtained from the Debtors' claims agent, Prime
Clerk LLC, by (i) visiting its website at
https://restructuring.primeclerk.com/hertz/Home-Index, (ii) writing
to hertzinfo@primeclerk.com, or (iii) calling (877) 428-4661
(toll-free in the U.S.) or (929) 955-3421 (for parties outside the
U.S.).
A copy of the Agreement and the Exhibits is available at
https://tinyurl.com/tqaukqwl from PacerMonitor.com free of charge.
The Purchaser:
BYERS CAR RENTALS, LLC
4185 E. 5th Ave.
Columbus, OH 43219
Attn: Blaine Byers
E-mail: bmbsr1@aol.com
The Purchaser is represented by:
STOCKAMP & BROWN LLC
6017 Post Rd.
Dublin, OH 43017
Attn: David Brown
E-mail: dbrown@stockampbrown.com
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com--
operate
a worldwide vehicle rental business under the Hertz, Dollar, and
Thrifty brands, with car rental locations in North America,
Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East, and New Zealand. They also operate a vehicle leasing and
fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases. The Debtors have tapped
White & Case LLP as their bankruptcy counsel, Richards, Layton &
Finger, P.A. as local counsel, Moelis & Co. as investment banker,
and FTI Consulting as financial advisor. The Debtors also retained
the services of Boston Consulting Group to assist the Debtors in
the development of their business plan. Prime Clerk LLC is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HERTZ GLOBAL: To Choose One of Two Competing Plans
--------------------------------------------------
Sebastian Tong of Bloomberg News reports that Hertz Global will
pick one of the two plans to exit Chapter 11 bankruptcy soon.
According to the report, Hertz Global Holdings Inc. has made all of
the required court filings required to exit Chapter 11 in June 2021
and will in the coming days pick one of the two proposals that will
see it emerge from bankruptcy protection as a publicly-traded
company:
* General unsecured creditors to get cash distribution of around
80 cents on dollar under the plan backed by Certares Opportunities
LLC and Knighthead Capital Management, LLC.
* Unsecured creditors will get around 75 cents on the dollar
under the alternative proposal backed by Centerbridge Partners
L.P., Warburg Pincus LLC, and Dundon Capital Partners.
Both proposals would eliminate around $5 billion of Hertz's
corporate debt.
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HPG OF TENNESSEE: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: HPG of Tennessee, Inc.
DBA Burke Pharmacy
DBA Service Drug Store
DBA Main Street Pharmacy
8856 Calkins Hill Cove
Germantown, TN 38139-6571
Business Description: HPG of Tennessee, Inc. specializes in
retail pharmacy.
Chapter 11 Petition Date: March 31, 2021
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 21-21046
Judge: Hon. Ruthie M. Hagan
Debtor's Counsel: Steven N. Douglass, Esq.
HARRIS SHELTON, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Tel: (901) 525-1455
Fax: (901) 526-4084
Email: sdouglass@harrisshelton.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ricky Allan Chambers, president.
A copy of the petition containing, among other items, a list of the
Debtor's 11 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7JGWK6I/HPG_of_Tennessee_Inc__tnwbke-21-21046__0001.0.pdf?mcid=tGE4TAMA
HUNT COS: S&P Assigns 'BB-' Rating on New Senior Secured Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Hunt Cos.
Inc.'s (BB-/Negative/--) proposed issuance of senior secured notes
due in 2029. The recovery rating on the senior secured notes is
'3', indicating a meaningful (50%-70%) recovery in the event of
default.
S&P said, "While the size of the senior secured notes has not been
finalized, we assume that it will be between $635 million and $725
million. We anticipate the company will use a substantial portion
of this offering to refinance the company's existing senior secured
notes due in 2026, pay related fees and expenses, and for other
general corporate purposes.
"While this issuance will be larger than the senior secured notes
due in 2026 ($600 million at 6.25%), the company's portfolio
experienced significant growth during 2020, effectively offsetting
part of the pressure resulting from higher debt in Hunt's capital
structure. That said, we maintain our negative outlook on Hunt
since we anticipate that the company will operate with a
loan-to-value ratio close to 30% during the next 12 months. We
expect Hunt's cash flow adequacy to remain comfortably above 1.0x,
since we do not expect total interest expense to change materially
(we expect the new debt to have a lower coupon than the current
senior secured notes)."
El Paso, Texas-based Hunt is a privately owned company that
primarily operates in the commercial real estate and infrastructure
segments.
ICAN BENEFIT GROUP: Hits Chapter 11 Bankruptcy to Avoid Takeover
----------------------------------------------------------------
Ashley Portero of the South Florida Business Journal reports that
iCan Benefit Group files for Chapter 11 bankruptcy to avoid
'hostile takeover'
iCan Benefit Group LLC, a Boca Raton-based company that operates a
health insurance and telehealth business, filed for Chapter 11
bankruptcy in the U.S. District Court for the Southern District of
Florida.
The company owes between $10 million and $50 million to creditors,
according to a March 18, 2021 bankruptcy petition. Its largest
secured claim, for $9 million, is held by Clearwater-based Southern
Guaranty Insurance Co.
iCan Benefit Group continues to operate subsidiaries iCan Benefit
and On Call Online, said Robert P. Charbonneau, an attorney
representing iCan Benefit Group. The company does not plan to lay
off employees and continues to serve more than 10,000 customers, he
added.
"[iCan Benefit Group] only filed for bankruptcy because there was a
threatened hostile takeover by one of its lenders," Charbonneau
said. "We wanted to preserve the value of the company."
Court documents indicate the company was involved in a dispute with
lender Southern Guaranty Insurance Co.
iCan Benefit Group entered into a loan and security agreement with
Southern Guaranty Insurance Co. in 2018, court documents said.
Southern Guaranty agreed to advance at least $5.1 million to iCan
Benefit Group between 2018 and 2019.
iCan Benefit Group was required to retain consulting company CD
Paradise Management, a firm led by Southern Guaranty CEO Dale
Schmidt, in connection with one of the loans, court documents said.
The agreement reportedly prohibited iCan Benefit Group from making
any payments or expenditures that were not approved by CD
Paradise.
Soon after, Schmidt allegedly said Southern Guarantee would no
longer fund future loans for the company. In a March 22 statement
submitted to the court, iCan Benefit Group founder and CEO Stephen
M. Tucker said the Schmidt-owned CD Paradise Management began
imposing management decisions that impairediCan Benefit Group's
cash flow.
"In or about January 2021, Benefit Group was served with
correspondence from Mr. Schmidt on behalf of [Southern Guaranty]
wherein he declared a default and demanded payment of [Southern
Guaranty's] entire loan or, in the alternative, surrender of all of
Benefit Group's assets," Tucker said in the court statement. "I
explained ... that my obligations to the company, its customers,
employees and other creditors prevented me from stripping Benefit
Group of all of its assets with no provision for its liabilities."
Tucker said he received written notice that Schmidt was exercising
his option to take over iCan Benefit Group's assets in early
March.
Schmidt, who is the registered agent for Southern Guaranty
Insurance Co., could not be reached for comment. The company did
not immediately respond to a request for comment.
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.
II-VI INCORPORATED: Moody's Puts Ba3 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed II-VI Incorporated's ratings,
including the Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, and the Ba3 Senior Secured rating, on review for
downgrade following the announcement that the board of directors of
Coherent Inc has accepted II-VI's proposal to acquire Coherent in a
cash and stock transaction. Reflecting the fully-committed funding
for the transaction, the SGL-1 Speculative Grade Liquidity (SGL)
rating remains unchanged.
II-VI plans to acquire Coherent for a per share price of $220.00
cash and 0.91 II-VI shares, or about $285 per share based on
II-VI's March 16th closing price (day prior to the offer) and about
$7.1 billion of total purchase price for the equity excluding
transaction fees. The acquisition, which is expected to close by
calendar year end 2021, will be funded with a combination of bank
debt financing and a $1.5 billion of preferred equity investment
from Bain Capital. II-VI has $5.4 billion of committed bank debt
financing from JP Morgan to fund the acquisition. Moody's
anticipates that II-VI will use the bank financing, supplemented by
balance sheet cash, to refinance the debt of both II-VI and
Coherent at closing. The acquisition requires approval from II-VI
and Coherent shareholders and from regulatory bodies, including
those in the US and China.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The acquisition will diversify II-VI's revenue base, reducing
II-VI's concentration to the communications end market, and expand
the service available market enhancing II-VI's overall scale.
Coherent will provide II-VI with a complementary portfolio serving
the semiconductor capital equipment market and expanding II-VI's
exposure in the life sciences and materials processing markets.
The mix of common equity in the consideration, at approximately 23%
of the purchase price, and the additional $1.5 billion of preferred
equity from Bain Capital to help fund the cash portion of the
purchase price are credit positive, since this limits the
leveraging impact of the acquisition.
Still, despite the large equity component, the high purchase
multiple results in a highly leveraging acquisition, with proforma
debt to EBITDA of about 7.5x (proforma combined twelve months ended
December 31, 2020, Moody's adjusted, excluding cost synergies) or
about 5.5x including anticipated cost synergies. This level of
leverage is high given the integration execution risks, as the
acquisition of Coherent will increase II-VI's revenue base by over
40%, expand the company into new markets, and require the
integration of Coherent's 17 manufacturing locations, research
teams, and sales operations into II-VI's operations.
The review will focus on: (1) the strategy including R&D priorities
for the combined company; (2) detail on the integration plan and
cost synergies, including targeted areas, timing, and costs to
achieve; (3) details on the terms of the debt capital structure;
(4) deleveraging plans and financial policy; and (5) any conditions
placed on the combined company in order to obtain regulatory
approval.
Based on current information, at the conclusion of the review,
Moody's expects that a downgrade, if any, would be limited to one
notch.
On Review for Downgrade:
Issuer: II-VI Incorporated
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba3
Probability of Default Rating, Placed on Review for Downgrade,
currently Ba3-PD
Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Ba3 (LGD3)
Outlook Actions:
Issuer: II-VI Incorporated
Outlook, Changed To Rating Under Review From Stable
II-VI Inc., based in Saxonburg, Pennsylvania, makes engineered
materials and optoelectronic devices. Products include optical
communications modules, components, and systems for data center
applications, optical equipment such as wavelength selective
switches used in telecommunications long haul and metro networks,
vertical cavity surface emitting lasers (VCSELs) used in 3D sensing
applications such as facial recognition in consumer devices and
other applications, industrial laser components, advanced
materials, such as silicon carbide substrates, and precision optics
for military applications.
The principal methodology used in these ratings was Semiconductor
Methodology published in December 2020.
INPIXON: Reports 2020 Financial Results, Provides Business Update
-----------------------------------------------------------------
Inpixon provided a business update and reported financial results
for the fiscal year ended Dec. 31, 2020.
Recent Milestones:
* Secured approximately $78 million in net proceeds through
registered direct offerings priced at-the-market, including
the
exercise of warrants.
* Partnered with a leading European distributor and integrator
of
sensors and other electronics to provide Inpixon's carbon
dioxide (CO2) sensor modules for use in measuring indoor air
quality--an important indicator of SARS-CoV-2 and other
pathogen transmission risk.
* Launched next-generation chirp RTLS anchor board, Inpixon
nanoANQ Chirp PCB, to accelerate the adoption of large-scale,
real-time location systems (RTLS) in mass market
applications.
* Announced Inpixon Mapping has been selected as part of a
workplace experience solution for a leading medical technology
provider, one of the world's largest public companies, to
provide intelligent, multi-layered digital maps.
* Announced Inpixon Mapping has been selected by one of the
world's premier pharmaceutical companies to provide the
visualization required for tracking its critical COVID-19
vaccine-related assets.
* Completed acquisition of Nanotron Technologies GmbH, a global
location awareness technology company.
* Acquired an exclusive license to market and distribute the
SYSTAT and SigmaPlot software suite of data analytics and
visualization tools, a transaction accretive to earnings.
Nadir Ali, CEO of Inpixon, commented, "For Inpixon, 2020 was a year
of continued growth, expansion and innovation. For the 2020 fiscal
year, revenue increased 48% compared to the same period last year.
Contributing to our growth, we completed a number of important
acquisitions, adding critical technological capabilities, such as
on-device positioning, UWB and other RTLS technologies, and
expanding our operations in Europe. We have continued to advance
our market recognition and industry position among some of the most
well recognized brands offering critical capabilities for
location-based technologies. We entered 2021 with a strong balance
sheet, including approximately $18 million of cash and cash
equivalents as of December 31, 2020. We supplemented this by
raising an additional $78 million in net proceeds in connection
with registered direct offerings, including the exercise of
warrants following the end of the period. With our solid financial
position, we remain committed to an accelerated growth strategy
focused on Indoor Intelligence for people, places and things."
"Based on feedback from customers, the desire for Indoor
Intelligence and the adoption of indoor positioning technologies is
accelerating and will continue to evolve across a multitude of use
cases and industries. As more and more organizations are
re-opening and restrictions are being eased to varying degrees,
organizations will have to respond to the requirements of a
transforming workplace, with concrete measures that support hybrid
working models and space rationalization requirements in addition
to ensuring the health and safety of employees and visitors. We
are at the forefront of delivering a new workplace experience using
our mapping and on-device positioning technologies which are
essential for providing enterprise-specific solutions with features
such as desk booking, cleaning alerts, real-time notifications, and
more."
"With our UWB and CSS RTLS tags and anchors, we can offer RTLS
technologies that are critical to helping employers keep their
workers safe in inherently dangerous environments such as mining
and industrial settings. These environments require real-time
positioning of people and assets, with positions and distance
measurements that need to be calculated in milliseconds in order to
support proximity alerts and collision avoidance capabilities for
worker safety. We are also innovating by expanding our ability to
deliver for these use cases and industries by moving from offering
just the chips and modules for RTLS, to delivering complete end
user solutions including the related hardware and software, which
is expected to increase our average selling price and overall value
proposition."
"We are tapping into the growing demand for indoor intelligence and
establishing ourselves as an industry leader. We are seeing
significant opportunities for continued growth in the workplace
experience, industrial environments and other industries that are
increasing their reliance on mapping, locationing and analytics
technologies to enhance their environments, making them smarter,
safer and more secure. We intend to continue to invest in those
opportunities. Overall, we remain highly encouraged by the outlook
for the business and look forward to accelerating our growth going
forward."
Financial Results
Revenues for the year ended Dec. 31, 2020 were $9.3 million
compared to $6.3 million for the comparable period in the prior
year for an increase of $3.0 million, or approximately 48%.
Revenues increased approximately $1.2 million from the Systat
licensing agreement, approximately $0.9 million from the Nanotron
acquisition and approximately $0.9 million net increase from
existing product lines over the prior comparable period. Gross
profit for the year ended December 31, 2020 was $6.7 million
compared to $4.7 million for the comparable period in the prior
year, an increase of 42%. The gross profit margin for the year
ended Dec. 31, 2020 was 72%. Net loss attributable to stockholders
for the year ended Dec. 31, 2020 was $29.2 million compared to
$34.0 million for the comparable period in the prior year. This
decrease in loss of $4.8 million was primarily attributable to the
increase in operating expenses offset by the increase in gross
margin and the decrease in the valuation allowance adjustment.
Non-GAAP Adjusted EBITDA for the year ended Dec. 31, 2020 was a
loss of $17.1 million compared to a loss of $11.1 million for the
prior year period. EBITDA is defined as net income (loss) before
interest, provision for income taxes, and depreciation and
amortization. Adjusted EBITDA is used by Inpixon management as a
metric by which it manages the business. It is defined as EBITDA
plus adjustments for other income or expense items, non-recurring
items and other non-cash items including stock-based compensation.
Proforma non-GAAP net loss per basic and diluted common share for
the year ended Dec. 31, 2020 was a loss of $0.71 compared to a loss
of $18.75 per share for the prior year period. Proforma non-GAAP
net income (loss) per share is used by Inpixon management as an
evaluation tool as it manages the business and is defined as net
income (loss) per basic and diluted share adjusted for non-cash
items including stock based compensation, amortization of
intangibles and one time charges and other adjustments including
provision for valuation allowances, severance costs, provision for
doubtful accounts, acquisition costs and costs associated with
public offerings.
About Inpixon
Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an
indoor intelligence company that specializes in capturing,
interpreting and giving context to indoor data so it can be
translated into actionable intelligence. The Company's indoor
location and data platform ingests diverse data from IoT,
third-party and proprietary sensors designed to detect and position
all active cellular, Wi-Fi, UWB and Bluetooth devices, and uses a
proprietary process that ensures anonymity. Paired with a
high-performance data analytics engine, patented algorithms, and
advanced mapping technology, Inpixon's solutions are leveraged by a
multitude of industries to do good with indoor data. This
multidisciplinary depiction of indoor data enables users to
increase revenue, decrease costs, and enhance safety. Inpixon
customers can boldly take advantage of location awareness,
analytics, sensor fusion and the Internet of Things (IoT) to
uncover the untold stories of the indoors.
Inpixon reported a net loss of $33.98 million for the year ended
Dec. 31, 2019, compared to a net loss of $24.56 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$52.59 million in total assets, $13.12 million in total
liabilities, and $39.47 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated March 3,
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.
INSTALLED BUILDING: Moody's Raises CFR to Ba3 on Good Liquidity
---------------------------------------------------------------
Moody's Investors Service upgraded Installed Building Products
Inc.'s (IBP) Corporate Family Rating to Ba3 from B1 and Probability
of Default Rating to Ba3-PD from B1-PD. Moody's also upgraded the
ratings on IBP's senior secured term loan to Ba2 from Ba3 and its
senior unsecured notes to B1 from B3. The outlook is stable. The
SGL-1 Speculative Grade Liquidity Rating is maintained.
The upgrade of IBP's CFR to Ba3 from B1 reflects Moody's
expectation that IBP will benefit from end market dynamics that
support growth and maintain adjusted debt-to-LTM EBITDA below 3.0x
over the next two years.
The stable outlook reflects Moody's expectation that IBP will
maintain conservative financial policies, including preserving very
good liquidity.
The following ratings are affected by the action:
Upgrades:
Issuer: Installed Building Products Inc.
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Secured 1st Lien Term Loan, Upgraded to Ba2 (LGD3) from Ba3
(LGD3)
Gtd. Global Notes, Upgraded to B1 (LGD5) from B3 (LGD5)
Outlook Actions:
Issuer: Installed Building Products Inc.
Outlook, Remains Stable
RATINGS RATIONALE
IBP's Ba3 CFR reflects Moody's expectation that the company will
benefit from expansion in new home construction, the main driver of
IBP's revenue. Moody's projects that IBP will maintain solid credit
metrics, including interest coverage, measured as
EBITA-to-interest-expense, that will approximate 6.0x by late 2022.
Moody's also forecasts good operating performance with adjusted
EBITDA margin sustained at about 15%, which is comparable to the
company's EBITDA margin of 15.2% for 2020. However, IBP faces
strong competition and remains heavily exposed to the domestic
homebuilding industry, which has experienced significant volatility
in the past. In addition to initiating quarterly dividends, IBP
will also distribute a variable dividend each year beginning in
2022. This is capital that could otherwise be deployed toward
enhancing liquidity, for bolt-on acquisitions or for debt
reduction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade:
Debt-to-LTM EBITDA is sustained near 2.5x
Preservation of very good liquidity
Significant cash flow after dividends
Maintenance of conservative financial policies
Factors that could lead to a downgrade:
Debt-to-LTM EBITDA is sustained above 3.5x
The company's liquidity profile deteriorates
Aggressive acquisition or shareholder return activity
Installed Building Products Inc., headquartered in Columbus, Ohio,
installs insulation and other products for residential and
commercial builders throughout the United States.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
IONIX TECHNOLOGY: Closes Two Funding Transactions with Labrys
-------------------------------------------------------------
Ionix Technology, Inc. executed and closed on the following
agreements with Labrys Fund, L.P, a Delaware limited partnership:
(i) Securities Purchase Agreement dated March 10, 2021; and (ii)
Self-Amortization Promissory Note dated March 10, 2021. The
Company entered into the Labrys Agreements with the intent to
acquire working capital to fund current operations and grow the
Company's business.
The total amount of funding to the Company under the Labrys
Agreements is $434,000. The Notes carry an original issue discount
of $50,000, a transaction expense amount of $2,500, and a fee to J.
H. Darbie & Co. of $13,500, for total debt of $500,000. The Note
has an amortization schedule with monthly payments of $58,333.33
due and owing to Labrys beginning July 9, 2021 through March 10,
2022. The Company issued commitment shares related to the Labrys
Agreements as follows: 417,000 shares of Common Stock and 1,042,000
shares of Common Stock. The Second Commitment Shares must be
returned to the Borrower's treasury if the Note is fully repaid and
satisfied on or prior to the Maturity Date. The Company agreed to
reserve 6,562,500 shares of its common stock for issuance if any
Debt is converted. The Debt is due on or before March 10, 2022.
The Debt carries an interest rate of five percent. The Note is not
convertible unless in Default, as defined in the Note. If the Note
is in Default, the Debt is convertible into the Company's common
stock at a conversion price of $0.12, subject to adjustment as
provided for in the Note.
About Ionix
Headquartered in Liaoning Province, China, Ionix Technology, Inc.
-- http://www.iinx-tech.com-- is a holding company that is
principally engaged in the photoelectric display and smart energy
industries. The company has five operating subsidiaries: Changchun
Fangguan Electronics Technology Co., Ltd, a company which has been
focusing on R&D, manufacturing and marketing LCM and LCD; Changchun
Fangguan Photoelectric Display Technology Co., Ltd, a company which
specializes in developing, designing, and selling TN and STN LCD,
STN, CSTN, and TFT LCD modules as well as other related products;
Shenzhen Baileqi Electronic Technology Co., Ltd, a company which
specializes in LCD slicing, filling, researching and designing, and
selling of LCD Modules (LCM) and PCBs; Lisite Science Technology
(Shenzhen) Co., Ltd., a company engaged in the marketing and
selling of intelligent electronic devices; and Dalian Shizhe New
Energy Technology Co., Ltd., a company engaged in the new energy
support service, and operating the photovoltaic power generation,
electric vehicles and charging piles with corresponding operation
and maintenance and three dimensional parking. Currently, IINX has
embarked on the layout of industrialization and marketization of
front end materials and back end modules of liquid crystal displays
and applications of flexible folding display technology by taking
Fangguan Electronics as production bases, to seize the market share
of OLED high technology.
Ionix reported a net loss of $277,668 for the year ended June
30,2020, compared to net income of $397,047 for the year ended June
30, 2019. As of Dec. 31, 2020, the Company had $18.08 million in
total assets, $7.12 million in total liabilities, and $10.96
million in total stockholders' equity.
The Company had an accumulated deficit of $626,226 as of Dec. 31,
2020. The Company incurred loss from operation and did not
generate sufficient cash flow from its operating activities for the
six months ended Dec. 31, 2020. The Company said these factors,
among others, raise substantial doubt about its ability to continue
as a going concern.
JAMES M. THOMAS: Proposed Bidding Procedures for Properties Okayed
------------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized the bidding procedures
proposed by Joseph Martin Thomas, M.D, and 2374 Village Common
Drive, LLC, in connection with the sale to Joseph C. Kramer for
$3.15 million, cash, subject to higher and better offers of the
following:
(a) Real estate and improvements located at 2374 Village
Common Drive, in Erie, Pennsylvania 16506, owned by 2374 Village
Common Drive, LLC, Tax Index No. 33-123-418.0-034.00; and,
(b) Real estate located at Lot 15 (2368) Village Common
Drive, in Erie, Pennsylvania 16506, Tax Index No.
33-123-418.0-034.01 owned by Dr. Thomas.
A hearing on the Motion was held on March 26, 2021, at 3:58 p.m.
The bidding procedures approved are as follows:
(a) Bidders will register with Guy C. Fustine, Esq., Knox
McLaughlin Gornall & Sennett, P.C., 120 West Tenth Street, Erie,
Pennsylvania 16501, telephone number (814) 459-2800, fax number
(814) 453-4530, email address gfustine@kmgslaw.com, at least three
calendar days prior to the sale hearing.
(b) In order to be eligible to bid at the sale hearing, i.e.
be a "Qualified Bidder," prospective bidders will provide Mr.
Fustine with the following:
(i) A refundable, good faith deposit in the amount of
$100,000 by wire transfer, certified check or cashier's check made
payable to Knox McLaughlin Gornall & Sennett, P.C., Escrow Agent;
(ii) An executed escrow agreement in a form reasonably
satisfactory to the Escrow Agent, including a term that Mr. Fustine
will return the deposit within two business days if the Qualified
Bidder making the deposit is not the high bidder at the sale
confirmation hearing. In the event of a dispute as to the
reasonableness of the escrow agreement, the Court will finally
decide the issue;
(iii) The name, address, contact person, telephone
number, fax number, email address, and other relevant information
of the person making the bid (and counsel) or the owner of the
entity making the bid, as the case may be, and the same information
of the person who will be attending the sale confirmation hearing
and submitting the bid or bids; and
(iv) Sufficient evidence that the prospective bidder has
immediately available cash to close the transaction, without any
financing contingency, in the event that it/he/she is the high
bidder.
(c) All bids at the sale confirmation hearing must be made,
and can only be made, by a Qualified Bidder.
(d) Except as provided in the Order (i), only bids which
conform in substance and procedure with the Agreement between the
Debtors and Mr. Kramer will be allowed at the sale confirmation
hearing.
(e) The first higher bid at the sale confirmation hearing must
be at least $50,000 more in total consideration to be paid at
closing than is provided for in the Agreement, i.e. $3,200,000
would be the minimum first higher bid at the sale confirmation
hearing for both parcels ($3,150,000 + $50,000 = $3,200,000), and
each incremental bid thereafter must be at least $10,000 more than
the previous bid.
(f) If such a higher bid is made by a Qualified Bidder at the
sale confirmation hearing, the Court will deny the Debtors' joint
motion to approve the proposed sale to Mr. Kramer and hold a public
auction there and then.
(g) Mr. Kramer will have the opportunity to raise his offer in
response to any higher bid at the sale confirmation hearing.
(h) If the high bidder at the sale confirmation hearing does
not close, the Debtors will have the right, but not the obligation,
to close the sale with the second highest bidder at the sale
confirmation hearing.
(i) If there are bidders who are interested in only one of the
parcels for sale and not the Property as a whole, the Court may
take separate bids for each parcel and then decide whether the
total of the separate bids or the package bid is the best value for
the estate. Mr. Kramer will have the opportunity to participate in
such an auction.
The Debtors will serve a copy of the Order upon all the
Respondents, the attorneys of record and all the parties who have
shown any interest whatsoever in making a bid on the assets for
sale.
Joseph Martin Thomas sought Chapter 11 protection (Bankr. W.D. Pa.
Case No. 20-10334) on May 6, 2020. The Debtor tapped Michael P.
Kruszewski, Esq., at The Quinn Law Firm as counsel.
KAR AUCTION: Moody's Affirms B2 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service changed the outlook for KAR Auction
Services, Inc. to stable from negative on improved credit metric
expectations as the company recovers from the COVID-19 shock in
2020. Moody's affirmed KAR's B2 corporate family rating and B2-PD
probability of default rating. Moody's also affirmed the Ba3 (LGD2)
and Caa1 (LGD5) ratings on KAR's senior secured credit facilities
and senior unsecured notes, respectively. Moody's revised the
speculative grade liquidity rating ("SGL") to SGL-1 from SGL-3.
Affirmations:
Issuer: KAR Auction Services, Inc
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2)
Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5)
Upgrades:
Issuer: KAR Auction Services, Inc
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3
Outlook Actions:
Issuer: KAR Auction Services, Inc
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
COVID-19 has caused unprecedented supply and demand disruption to
KAR's volumes, but Moody's expects the cyclical imbalance will
continue to improve in 2021, weighted towards the second half of
the year. Social distancing mandates halted physical operations
while demand for used cars diminished drastically in 2Q20, reducing
KAR's transactional fees. Weak demand trends reversed quickly in
3Q20, as consumers opted for alternatives to public transportation
and new car availability became limited, but KAR's volumes remain
constrained. Strong retail demand has pushed used car prices to
historical highs and diminished supply to KAR's wholesale auctions.
Moody's anticipates volumes will continue to recover from the 2Q20
trough, but the speed of the recovery remains uncertain.
The B2 rating reflects KAR's very high leverage at 8.4x as of
December 2020 (Moody's adjusted, including securitization debt),
which is expected to decline towards 7x over the next 12 months.
KAR stopped dividend distributions and addressed liquidity concerns
in 2Q20 with the roughly $528 million in net proceeds from the
issuance of convertible preferred shares, but the investment by
private equity investors Apax and Periphas could lead to more
aggressive financial policies.
KAR benefits from its relatively large scale and leading #2 market
position in North America. A deep network of established
relationships with dealers and institutional sellers supports the
credit. Over the last years, the company has benefited from growing
off-lease trends and other structural tailwinds that provided a
stable vehicle supply. However, KAR's new CEO (appointed March
2021) faces challenges adapting to an evolving market. Off-lease
trends peaked in 2016 and competition from online providers has
increased. The pandemic has accelerated a digital transition by
pushing traditional participants to embrace technology. KAR has not
resumed physical (in-lane) auctions since social distancing
mandates forced shutdowns. Instead, it has shifted its focus to
online marketplaces. KAR operates various digital platforms that
are tailored to specific market segments, including the recently
acquired dealer-to-dealer platform "BacklotCars". A digital-only
model will improve long term profitability, as volumes recover to
historical levels, but competitive pressure from new online
entrants has intensified.
The stable outlook reflects KAR's improved liquidity position and
the expectation that auction volumes will remain depressed in 2021,
compared to levels prior to the COVID-19 shock, but will continue
to improve from the 2Q20 trough, supporting revenue and
profitability. Moody's anticipates revenue growth in the mid
single-digits or above in 2021, weighted towards a stronger second
half of the year. Leverage is expected to decrease towards 7x over
the next 12-24 months (Moody's adjusted including securitization
debt). Profitability will benefit from recovering volumes and the
transition to an online-only model, partially offset by investments
in digital capabilities. EBITDA margin is expected to expand
towards 21% (Moody's adjusted, assuming the impact of purchased
vehicles remains relatively stable) in the next 12-24 months, and
free cash flow to debt will be in the 4%-6% range. The outlook
relies on auction volume expectations that can be very volatile and
could change based on the progress of vaccination efforts in North
America, used car price trends, regulatory stimuli, interest rates
and other uncertain external factors.
The debt instrument ratings reflect KAR's B2-PD probability of
default rating and expected loss for individual instruments. The
senior secured term loan and revolver are rated Ba3 with a loss
given default assessment of LGD2, two notches above KAR's B2
corporate family rating, reflecting their seniority to the $950
million senior unsecured notes, which are rated Caa1 with a loss
given default assessment of LGD5, two notches below the CFR. The
instrument ratings also reflect the expectation that obligations
under the AFC securitization would be satisfied by the pledged
collateral in an event of default. KAR Auction Services, Inc. is
the borrower of credit facilities and issuer of senior notes.
Borrowings under the credit facilities are secured by a first
priority security interest in substantially all assets of KAR
Auction Services, Inc. and subsidiary guarantors. The credit
facilities and senior notes are guaranteed by all material domestic
direct and indirect subsidiaries of the borrower (excluding AFC
Funding Corporation, the securitization vehicle). The revolver
includes a 3.5x senior secured net leverage financial covenant to
be tested at first dollar drawn.
The SGL-1 speculative grade liquidity rating reflects KAR's very
good liquidity, including $752 million of unrestricted cash and
equivalents as of December 2020, an undrawn $325 million revolving
credit facility, and estimated free cash flow to debt around 5%
over the next 12 months (Moody's adjusted). As of December 2020,
$1.26 billion of short-term obligations were outstanding under
AFC's receivables securitization facility, which expires in January
2024, and the company had $1.89 billion of outstanding finance
receivables. Moody's expects the short-term obligations under the
securitization program to be satisfied by the collection of
receivables on an ongoing basis. The $950 million senior secured
term loan maturing in 2026 amortizes 1% annually. The $325 million
senior secured revolver matures in 2024 and the $950 million 5.125%
senior notes are due 2025. Moody's expect available cash and free
cash flow generation to cover liquidity needs over the next 12
months. The preferred convertible equity shares issued in 2Q20
(roughly $550 million principal equivalent at issuance) include a
7% dividend that is expected to be paid in kind over the next 12
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expects 1) sustained
strong organic growth at or above mid single-digit rates,
supporting KAR's competitive position against digital disruption
and decelerating off-lease trends; 2) total debt to EBITDA (Moody's
adjusted including securitization debt) to remain under 5.5x and
free cash flow above 6.0% of total debt; 3) balanced financial
policies; and 4) good liquidity.
The ratings could be downgraded if liquidity deteriorates due to
auction volumes remaining depressed for an extended period or other
factors. The ratings could also be downgraded if 1) long-term
revenue growth or margins become pressured by increased
competition, disruption from online trends or other factors; 2)
debt/EBITDA leverage is expected to remain above 7.0x (Moody's
adjusted including securitization debt); 3) free cash flow to debt
is anticipated below 3.0%; or 4) KAR pursues aggressive
shareholder-friendly financial policies, including leveraging
acquisitions.
KAR Auction Services, Inc. is a leading provider of vehicle auction
services in North America. The company provides used car auction
services through its wholly-owned subsidiary, ADESA, Inc. (ADESA),
and short-term floor plan financing to independent dealers through
its wholly-owned subsidiary, Automotive Finance Corporation (AFC).
KAR provides on-premise and off-premise online wholesale
marketplaces where sellers and buyers transact, and also
facilitates ancillary services to market participants such as
transportation, reconditioning and other services. KAR generated
$2.2 billion in annual revenue as of December 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
KRUGER PRODUCTS: DBRS Places BB Issuer Rating Under Review
----------------------------------------------------------
DBRS Limited placed Kruger Products L.P.'s Issuer Rating of BB and
Senior Unsecured Notes rating of B (high) with a Recovery Rating of
RR6 Under Review with Developing Implications. This rating action
follows KPLP's announcement of a planned $240 million investment
(the Project) to expand its Sherbrooke, Quebec, plant with the
addition of a bathroom tissue converting line (the BT line), as
well as to build a new facility that will house a light dry crepe
tissue machine (the LDC machine) and a facial tissue converting
line (the FT line). The Company expects to fund the Project 100%
with debt, of which $165 million is expected to be financed by
Investissement Quebec, while the remaining $75 million is expected
to be financed by a senior bank facility. Of Investissement
Quebec's $165 million investment, $118 million is expected to be
invested in Kruger Products SB Inc. (KPSB) by way of a $75 million
convertible debenture and a $43 million subordinated loan. KPSB is
a newly created wholly-owned subsidiary of KPLP, which will operate
the LDC machine and the FT line. Investissement Quebec's remaining
$47 million investment in the Project is expected to be by way of a
subordinated loan to Kruger Products Sherbrooke Inc., which will
house the BT line. Construction of the Project is likely to start
in the summer of 2022. The BT and FT lines will be commissioned in
2022 and 2023, respectively, while the LDC machine is likely to
start up in 2024. The additional capacity from the Project will
facilitate the expansion of KPLP's product offering and grow its
market share.
DBRS Morningstar's ratings are based on KPLP's deconsolidated
financial statements, which exclude subsidiaries that are
unrestricted and nonrecourse to the Company (i.e., the
through-air-dried projects).
The Under Review with Developing Implications status reflects DBRS
Morningstar's view that KPLP's business profile should benefit from
increased scale and market share growth once the Project ramps up.
It also reflects the uncertainty around the Project's final
financing terms and conditions and the impact thereof on KPLP's
credit risk profile. In its review, DBRS Morningstar will focus on
(1) assessing the Project's business impact including execution
risk, (2) the impact of the final Project financing terms and
conditions on KPLP's credit risk profile, and (3) the Company's
longer-term financial management intentions. DBRS Morningstar aims
to resolve the Under Review status on closing, which is expected to
be in May 2021.
KPLP's current ratings continue to be supported by its strong
brands and leading market position in the Canadian tissue products
market, stable demand, and significant barriers to entry. The
current ratings also continue to reflect the intense competition,
volatile input costs, and product/market concentration.
Notes: All figures are in Canadian dollars unless otherwise noted.
LKQ CORP: Moody's Upgrades CFR to Ba1, Outlook to Stable
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of LKQ Corporation,
including the corporate family rating to Ba1 from Ba2 and the
Probability of Default rating to Ba1-PD from Ba2-PD. At the same
time, Moody's upgraded the LKQ European Holdings B.V. senior
unsecured notes to Ba1 from Ba2 and the LKQ Italia Bondco S.p.A.
senior unsecured notes to Ba2 from Ba3. The Speculative Grade
Liquidity Rating Rating was changed to SGL-1. The outlook is
stable.
RATINGS RATIONALE
LKQ's ratings reflect its strong position as a distributor of
vehicle collision and mechanical replacement parts, offering
cost-effective alternatives to new OEM parts. The North American
segment results are impacted by automobile insurance companies who
heavily influence the types of products used for repairs -- LKQ's
products, roughly 20% - 50% lower priced than OEM parts, reduce the
cost of repairs in excess of deductible requirements. The Europe
segment includes replacement and maintenance products to address
the do-it-for-me driven market for vehicle repair and maintenance.
Both segments benefit from large and growing used car parcs,
supporting demand for products.
Moody's adjusted operating margin for LKQ has been near 10% over
the past five years, with 2020 even demonstrating improvement,
highlighting the benefits of cost saving initiatives and a mostly
variable cost structure. Solid and resilient earnings have
translated into increasing free cash flow though 2020's level was
boosted by a significant working capital unwind. With Moody's
expectation for top-line growth to return in 2021, free cash flow
won't match the record 2020 level (nearly $1.3 billion) but will
remain strong due to the need for growth investments. Significant
debt repayment during 2020 helped push debt-to-EBITDA below 3x
where Moody's expects leverage to comfortably remain as a result of
limited debt-funded acquisition activity. LKQ has not pursued large
acquisitions since the 2018 purchase of German wholesale
distributor Stahlgruber GmbH. Since this acquisition, there has
been limited build-out of the European distribution network. As a
result, Moody's does not anticipate large acquisitions.
The stable outlook reflects Moody's expectation that strong
earnings and robust free cash flow will continue to sustain
leverage near the current level for the next several years. The
outlook also includes expectations for the company to remain
committed to a more conservative financial policy with acquisitions
more bolt-on in nature rather than large and debt-funded.
LKQ's SGL-1 Speculative Grade Liquidity Rating indicates very good
liquidity supported by expectations to maintain a solid cash
position (over $300 million at December 31, 2020) and significant
availability under the $3.15 billion revolving credit facility even
with funding a large percentage of the early redemption of the Euro
3.625% senior unsecured notes due 2026. Free cash flow should
remain strong in 2021 with Moody's expecting at least $600 million
even with higher outflows for working capital and capital
expenditures. The $110 receivable securitization facility, expiring
in November, had zero outstanding at December 31, 2020.
Moody's took the following rating actions:
Upgrades:
Issuer: LKQ Corporation
Corporate Family Rating, Upgraded to Ba1 from Ba2
Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Issuer: LKQ European Holdings B.V.
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD4)
from Ba2 (LGD4)
Issuer: LKQ Italia Bondco S.p.A.
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD5)
from Ba3 (LGD5)
Outlook Actions:
Issuer: LKQ Corporation
Outlook, Remains Stable
Issuer: LKQ European Holdings B.V.
Outlook, Remains Stable
Issuer: LKQ Italia Bondco S.p.A.
Outlook, Remains Stable
The senior unsecured rating for the LKQ European Holdings B.V.
notes at Ba1 is the same as the CFR. The LKQ European Holdings B.V.
notes are issued by the holding company that owns LKQ's European
operations which generate a meaningful percentage of LKQ's overall
profits. The senior unsecured notes issued by LKQ Italia Bondco
S.p.A are rated one notch lower at Ba2 since these notes do not
benefit from a LKQ European Holdings B.V. guarantee. As a result, a
one-notch override up for the LKQ European Holdings B.V. notes from
the application of the LGD model reflects this difference.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:
The ratings could be upgraded with an operating margin comfortably
in excess of 10% as well as debt-to-EBITDA sustained in the mid-2x
or below range. Retained cash flow-to-debt approaching 25% while
maintaining a good liquidity profile would also be important for
upward rating action.
The ratings could be downgraded with an operating margin falling
below 8.5% or debt-to-EBITDA moving back above 3.5x for an extended
period. Resumption of a more aggressive financial policy, namely
large debt-funded acquisitions, would also be viewed negatively.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
LKQ Corporation is a leading provider of alternative and specialty
parts to repair and accessorize automobiles and other vehicles. The
company offers customers a broad range of replacement systems,
components, equipment and parts to repair and accessorize
automobiles, trucks and recreational and performance vehicles.
Revenues for the year ended December 31, 2020 totaled $11.6
billion.
MACOM TECHNOLOGY: S&P Raises Secured Debt Rating to 'BB-'
---------------------------------------------------------
S&P Global Ratings raised the issue-level ratings on U.S.-based
analog semiconductor manufacturer MACOM Technology Solutions
Holdings Inc.'s existing senior secured term loan and revolving
credit facility (RCF) to 'BB-' from 'B' and removed the ratings
from CreditWatch, where S&P placed them with positive implications
on March 23, 2021.
S&P said, "We have also revised the recovery ratings on the
facilities to '1' from '3'. This reflects our expectation of very
high recovery (90%-100%; rounded estimate: 95%) in the event of a
payment default and is driven by the significant unsecured debt
cushion in the current capital structure."
The 'B' issuer credit rating and positive rating outlook are
unchanged.
S&P said, "The positive outlook reflects our expectation that
increased revenue contributions from the industrial and defense and
data center segments will exceed near-term weakness in telecoms,
increasing revenues at least 10%. In addition to improving EBITDA
margins and the recent debt reduction, we expect lower leverage at
just under 4x in fiscal 2021 (ending Oct. 1) and free operating
cash flow (FOCF) to debt of about 20%.
"We raised our issue-level ratings on the senior secured facility
to reflect the reduction of the company's senior secured term loan
to about $170 million. To achieve this, the company used $100
million of available cash on the balance sheet and net proceeds
from the recent issuance of $400 million senior unsecured
convertible notes due in March 2026. The lower amount of secured
debt and the increased amount of unsecured debt cushion in a
hypothetical default scenario led us to favorably revise our
recovery expectations for the senior secured debtholders.
"The positive outlook reflects our expectation that increased
revenue contributions from the industrial and defense and data
center segments will exceed near-term weakness in telecoms,
increasing revenues at least 10%. We also expect MACOM to maintain
discipline around costs and product investments, improving EBITDA
margins to the high-20% area. In addition to the announced debt
reduction, this should lower leverage to just under 4x in fiscal
2021 and free operating cash flow (FOCF) to debt of about 20%."
S&P could raise its rating if:
-- MACOM maintains consistent revenue growth in at least the mid-
to high-single-digit percent area from continued successful product
launches and a supportive demand environment;
-- EBITDA margins improve to well above 25% or the company
continues to reduce debt such that leverage falls and stays below
4x; and
-- It maintains FOCF to debt above 10%.
S&P would revise the outlook back to stable if:
-- Prolonged weakness in the telecoms or data center markets,
perhaps from delayed 5G-related spending, leads to less than
mid-single-digit percent revenue growth or EBITDA margins below the
mid-20% area, so we expect leverage to remain above 4x or FOCF to
debt below 10% for a sustained period; or
-- MACOM adopts a more aggressive financial policy including large
debt-funded acquisitions or share repurchases.
MAXAR TECHNOLOGIES: Moody's Alters Outlook on B2 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Maxar Technologies Inc.'s B2
corporate family rating, B2-PD probability of default rating, B2
senior secured bank credit facilities ratings, and B2 senior
secured notes ratings, and changed the outlook to stable from
negative. Moody's also upgraded the company's speculative grade
liquidity rating to SGL-2 from SGL-3.
"The outlook was changed to stable because the company is expected
to improve its EBITDA and sustain leverage towards 5x in the next
12 to 18 months," said Peter Adu, Moody's Vice President and Senior
Analyst.
Ratings Affirmed:
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
Senior Secured Bank Credit Facilities, B2 (LGD3)
Senior Secured Notes, B2 (LGD3)
Rating Upgraded:
Speculative Grade Liquidity, to SGL-2 from SGL-3
Outlook Action:
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Maxar's B2 CFR is constrained by: (1) high business risk from
evolving technology and demand softness in geosynchronous (GEO)
satellites such as those manufactured by the company; (2) ongoing
negative free cash flow, driven by capital spending on its next
generation WorldView Legion six satellite constellation; and (3)
limited visibility on forward activity levels given budgets of
governments (domestic and foreign) and commercial customers have
been hard hit by the coronavirus pandemic. The rating benefits
from: (1) a leading market position in satellite-based imaging
services as well as being an important supplier to the US
Government; (2) Moody's expectation that leverage (adjusted
Debt/EBITDA) will be sustained towards 5x through the next 12 to 18
months (was 6.1x for 2020 but 5.3x pro forma for equity issuance
proceeds); and (3) potential for sizeable free cash flow generation
starting in 2022 after the WorldView Legion satellite constellation
becomes operational as capital expenditures will decline and EBITDA
will increase, which will improve deleveraging prospects.
Maxar has good liquidity (SGL-2). Sources exceed $510 million while
it has no debt maturities in the next 12 months. Sources include
$27 million of cash at December 31, 2020, Moody's expected free
cash flow around $20 million in the next 12 months and $469 million
of availability (net of $31 million of letters of credit) at
December 31, 2020 under its $500 million revolving credit facility
due in December 2023. The company's revolver has leverage and
coverage covenants and cushion is expected to exceed 35% through
the next four quarters. Maxar has limited flexibility to generate
liquidity from asset sales. The company has no refinancing risk
until December 2023 when the revolver comes due.
The outlook is stable because Moody's expects good operating
performance, maintenance of at least adequate liquidity, and
leverage sustained towards 5x through the next 12 to 18 months as
the company constructs and launches its WorldView Legion six
satellite constellation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if Maxar successfully launches its
WorldView Legion satellite constellation and sustains leverage
below 5x (pro forma 5.3x for 2020)
The rating could be downgraded if leverage is sustained above 6x
(pro forma 5.3x for 2020) or if liquidity becomes weak.
Maxar has moderate environmental risk. Satellite companies own
operational ones as well as those that have lived out their useful
lives and have become space debris. Given the number of satellites
to be launched in the future, debris from nonoperational satellites
or damaged because of collisions will be costly for operators.
Maxar has high social risk. Maxar's services are integrated into
the US and international defense and intelligence customers'
activities. As a result of the classified or sensitive nature of
information it handles, a cyber breach could cause legal or
reputation issues and increased operational costs.
Maxar has moderate governance risk in relation to its financial
policy as management is focused on paying down debt and
deleveraging.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Headquartered in Westminster, Colorado, Maxar provides earth
imagery, geospatial data and analytics, satellites, and satellite
systems to government and commercial customers globally. Revenue
for the year ended December 31, 2020 was $1.7 billion.
METRONOMIC HOLDINGS: Seeks Final Hearing for Sale of Properties
---------------------------------------------------------------
Metronomic Holdings, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida to set the Final Sale Hearing for
March 31, 2021, at 10:30 a.m. (EST) to consider the following:
a) the sale of the real property located at 402 Federal Drive,
in Crystal Lake, Illinois, to 402 Federal Drive, LLC;
b) the sale of the real property located at 4202 Three Oaks
Road, in Crystal Lake, Illinois, to The Vistas Group
Global, Inc.; and
c) the sale of the 17 remaining of Fuse Funding Fund I, LLC's
19 collateral properties to Fuse, but not with respect to
the properties to be sold 402 Federal and Vistas Group.
On Dec. 14, 2020, the Debtor filed its Expedited Motion for
Approval of Memorandum of Understanding with Fuse Funding Fund I,
LLC, Pursuant to Bankruptcy Rule 9019 and Request to Shorten Notice
Requirements Pursuant to Bankruptcy Rule 2002(a)(3) ("MOU Motion).
By way of the MOU Motion, the Debtor sought Court approval of a
Memorandum of Understanding attached thereto ("MOU") with secured
creditor, Fuse, which MOU provides, in part, that the Debtor could
sell all of Fuse's 19 collateral properties subject to Fuse's right
to credit bid for each of the Fuse Properties up to the amount of
the Fuse Allowed Secured Claim. The Court approved the MOU Motion
on Dec. 21, 2020.
On Dec. 15, 2020, the Debtor filed its Bid Procedures Motion,
pursuant to the which the Debtor sought Court approval of its bid
procedures for the proposed auction of the Fuse Properties, as well
as approval to sell the Fuse Properties free and clear of all
liens, claims, and encumbrances, setting the date for the Auction,
and setting the final sale hearing to approve the sale of the Fuse
Properties (either to the highest and best bidder or Fuse via its
credit bid rights) for no later than March 15, 2021 ("Final Sale
Hearing").
The Court approved the Bid Procedures Motion on Jan. 15, 2021.
Pursuant to the Bid Procedures Order, the Court approved the
proposed bid procedures, set the Auction for March 8, 2021 at 10:00
a.m., and set the Final Sale Hearing for March 15, 2021.
On March 5, 2021, the Debtor filed its Emergency Motion to Modify
Certain Dates and Deadlines as to the Bid Procedures for the Fuse
Portfolio Properties ("Motion to Modify"). The Debtor filed its
Motion to Modify, with the consent of Fuse, in order to extend the
Bid Deadline to March 12, 2021, reschedule the Auction date to
March 16, 2021, and reschedule the date of the Final Sale Hearing
to as soon as reasonably practicable following the conclusion of
the Auction. The Motion to Modify was necessary to accommodate a
number of offers that were in the final stages of becoming
Qualified Bids.
On March 7, 2021, the Court approved the Motion to Modify.
Pursuant to the Modification Order, the Court approved both the
Modified Bid Deadline and the Modified Auction Date, and further
held that the Sale Hearing will take place as soon as reasonably
practicable following the conclusion of the Auction. Pursuant to
the Modification Order, the Auction took place on the Modified
Auction Date: March 16, 2021 at 10:00 a.m. (ET).
At the conclusion of the Auction, on March 17, 2021, and pursuant
to the terms of the MOU, the Debtor presented Fuse with its
selection of the highest and best bids for each of the Fuse
Properties. On March 22, 2021, the Debtor filed its Notice of
Auction Results for the Fuse Portfolio Properties detailing the
Highest and Best Bids for each property.
Such Highest and Best Bids included the Successful Bid of 402
Federal, an Illinois limited liability company, with respect to the
property located at 402 Federal Drive, Crystal Lake, Illinois,
60014, as described in greater detail in that certain Asset
Purchase Agreement, dated Feb. 24, 2021, between 402 Federal Drive,
LLC and the Debtor ("402 Federal APA") and the Successful Bid of
Vistas Group, an Illinois corporation, with respect to the property
located at 4202 Three Oaks Road, Crystal Lake, Illinois, 60013, as
described in greater detail in that certain Asset Purchase
Agreement, dated Feb. 26, 2021, between The Vistas Group Global,
Inc. and the Debtor ("Vistas Group APA").
After presentment of the Highest and Best Bids to Fuse, and
pursuant to the terms of the MOU, the Bid Procedures, and section
363(k) of the Bankruptcy Code, Fuse decided to exercise its credit
bids rights with respect to the remaining 17 of the 19 Fuse
Properties, but not with respect to the aforementioned property to
be sold pursuant to the 402 Federal APA and the Vistas Group APA.
On March 22, 2021, the Debtor filed its Notice of Auction Results
for the Fuse Portfolio Properties, which provides a list of the
sales that the Debtor is requesting the Court to approve, including
the Fuse Properties that Fuse is purchasing, and thereby acquiring
title to, via its credit bidding rights under the MOU, the Bid
Procedures, and section 363(k) of the Bankruptcy Code.
The Debtor requests that the Court sets the Final Sale Hearing on
March 31, 2021, at 10:30 a.m. (EST).
At the Final Sale Hearing, the Debtor will ask final approval of:
a) the sale described in the proposed Order (I) Authorizing
and Approving the Sale of Property of the Debtor to Fuse Funding
Fund I, LLC, Free and Clear of Liens, Claims, Encumbrances and
Interests and (II) Granting Related Relief, and the Debtor's entry
into the asset purchase agreement;
b) the sale described in the proposed Order (I) Authorizing
and Approving the Sale of Property of the Debtor to 402 Federal
Drive, LLC, Free and Clear of Liens, Claims, Encumbrances and
Interests and (II) Granting Related Relief and the Debtor's entry
into the 402 Federal APA; and
c) the sale described in the proposed Order (I) Authorizing
and Approving the Sale of Property of the Debtor to The Vistas
Group Global, Inc., Free and Clear of Liens, Claims, Encumbrances
and Interests and (II) Granting Related Relief, and the Debtor's
entry into the Vistas Group APA.
About Metronomic Holdings
Metronomic Holdings, LLC is a real estate company that owns and
manages a portfolio of real estate assets in Miami-Dade County,
Fla., and McHenry County, Ill.
Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 20-20310) on September 23, 2020. At the time of the
filing, the Debtor disclosed assets of between $50 million and
$100
million and liabilities of the same range.
Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida
Martinez Molina as its legal counsel. On March 3, 2021, the Debtor
employed Pack Law, P.A. to serve as co-counsel with Weiss Serota
Helfman Cole & Bierman, P.L., the firm handling its Chapter 11
case.
MICHAEL F. RUPPE: Objection to Sale of Randolph Property Resolved
-----------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey issued an order resolving Secured Creditor
Wells Fargo Bank, N.A.'s objection to Michael F. Ruppe's sale of
the real property located at 75 Muskier Avenue, in Randolph, New
Jersey, to Eleanor Ann Knust for an all cash purchase price of
$720,000.
The Debtor must sell the Property within 90 days of the entry of
the Order.
The Secured Creditor will provide to the Debtor updated payoff
letters upon notice from the Debtor of a scheduled closing date.
The sale must fully payoff and satisfy Secured Creditor's claims
secured to the Property. The Debtor agrees to remit funds directly
from the closing of the sale to the Secured Creditor to fully
satisfy these claims. Any sale short of a full payoff of both
claims is subject to the Secured Creditor's final approval.
The Secured Creditor agrees the Order resolves the Objection to
Motion to Sell filed on March 22, 2021.
The terms of the Order will be deemed incorporated into any Order
granting the Debtor's Motion to Sell Real Property as may be
entered by the Court.
Michael F. Ruppe sought Chapter 11 protection (Bankr. D. N.J. Case
No. 20-10544) on Jan. 13, 2020. The Debtor tapped David L. Steven,
Esq., as counsel. On Feb. 19, 2020, the Court appointed Robert
Sivori as Realtor. The Debtor's Plan of Reorganization was
confirmed on March 4, 2021.
MIDOCEAN HUNTER: S&P Assigned 'B' Rating, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to MidOcean
Hunter Holdings Inc; for analytical purposes, S&P views MidOcean
Hunter Holdings Inc and Hunter Fan Company as one economic entity.
S&P also assigned a 'B' rating and '3' recovery rating to the
proposed senior secured first-lien credit facilities.
The ratings on MidOcean reflect Hunter Fan's small scale and narrow
focus in the consumer, industrial, and commercial fans industry.
Hunter Fan is a leading distributor and designer of consumer fans
in the U.S. It participates in a highly fragmented market, with net
revenues of just under $350 million for the fiscal year ended
October 2020. Despite its market leadership, the company is a niche
player in the broader global $9.1 billion residential fan market,
the $4.3 billion U.S. cooling fans industry, and the $577 billion
U.S. consumer appliances industry. The company derives 92% of its
sales from the repair and remodel market, with an even split
between the two segments; the remaining 8% is from new housing
sales. Although the company also sells to industrial and commercial
customers, that segment only accounted for 4.3% of fiscal 2020
sales, while sales to residential customers made up the other
95.7%.
The company retains the leading market share in the residential
ceiling fan industry but competes largely against private-label
brands. Hunter Fan has an approximately 30% share of the U.S.
residential ceiling fan market. The second-largest competitor holds
less than half that share. Hunter Fan's items are priced from the
value to middle range. There are some barriers to entry, as the
company has over 500 patents, longstanding customer relationships,
and name-brand recognition. However, there is substantial
private-label competition, especially in the retail channel. The
company's top competitors include Home Depot's Hampton Bay brand
and Lowe's Harbor Breeze brand. The company has a limited presence
in the highly fragmented industrial fan industry, where S&P
believes it has a growth opportunity. Its key competitors in that
segment include Big Ass Fans and MacroAir.
The business is highly seasonal and susceptible to macroeconomic
trends. The majority of the company's sales are in the northern
hemisphere's spring and summer months (the second and third fiscal
quarters). Although the company's sales benefit from increased
residential repair and remodeling, it's susceptible to broader
economic downturns that result in consumers deferring projects or
trading down. For instance, the company suffered a peak-to-trough
revenue decline of about 14% in 2009 due to the housing-driven
financial crisis. However, in 2020, the economic downturn and
pandemic resulted in more favorable trends for the company. Ceiling
fan purchases increased dramatically last year as consumers stuck
at home reallocated more funds to household durables. Sales were
also bolstered by some consumers leaving cities for the suburbs.
S&P said, "Nevertheless, we expect low-double-digit percent revenue
growth in 2021 due to sustained consumer demand, increased
ecommerce sales, and growth in sales to industrial and commercial
end markets. We expect revenue growth to moderate to
mid-single-digit percentages in 2022 as consumers relocate more
spending back to travel and leisure categories. Our belief that
demand for fans will be sustained is reinforced by our economists'
forecast of real residential investment growth of 5.5% in 2021 and
2.9% in 2022; they're also forecasting 1.4 million housing starts
in 2021 and 2022 compared to 1.3 million in 2020."
A channel shift to ecommerce should drive continued improved
profitability and reliance on top retail customers. Traditionally,
the company sold largely into home improvement centers such as The
Home Depot, Lowe's, and Menard's. The company has since diversified
its channel mix, transitioning to ecommerce channels through its
retail partners and direct-to-consumer (DTC) site. The company
generated 76% of sales through retail and 23% through ecommerce in
2016 compared to 60% and 36%, respectively, in 2020. The shift was
accelerated by consumer demand for more purchase options,
particularly via online channels, due to stay-at-home orders
related to the COVID-19 pandemic. DTC ecommerce margins are higher
than retail margins due to consistent IMAP (internet minimum
average price) pricing and higher average order values. Ecommerce
platforms also offer a wider selection of products than retail
stores, which have limited shelf space. This attracts customers who
are more interested in products with more advanced designs and
technology, benefitting the average price and sales mix. S&P
expects ecommerce growth to be the primary driver of revenue and
margin growth, expanding EBITDA margins to about 25%-26% in 2022
from about 22%-23% in 2020.
Hunter Fan's above-average margins reflect its asset-light model.
The company primarily outsources its manufacturing to China, with
upcoming outsourced capacity coming online in Vietnam and an
in-house domestic manufacturing facility servicing the industrial
and commercial businesses. This provides the company manufacturing
flexibility and lower fixed costs, which benefit margins in periods
of topline decline. Ceiling fan motors and lighting products are
affected by U.S. tariffs. However, the company was able to pass on
pricing and can eventually shift volumes to an upcoming Vietnam
facility to avoid tariffs altogether. The company also faces
currency headwinds, as its supply costs are denominated in yuan.
It's able to broadly set pricing with customers annually, with
intra-year resets on core products as necessary and annual
contracts with its manufacturing partners to pass on pricing,
absorb commodity headwinds, and support margin expansion. There is
typically a lag for pricing to catch up to costs, which does expose
the company to some short-term cost volatility.
S&P said, "We expect the company to maintain leverage over 5x over
the longer term. Pro forma for the proposed transaction, we expect
leverage of about 4.9x for the 12 months ended Jan. 31, 2021. We
expect leverage to decline to 4.5x-5x in fiscal 2021 due to
continued improvements in channel mix, greater operating leverage,
sustained consumer demand, and further gains in industrial and
commercial end markets. Over the longer term, we believe that the
financial sponsor ownership could restrict leverage from declining
below 5x for an extended period, as we believe the company would
relever over the longer term to fund acquisitions or dividends."
The stable outlook reflects S&P's expectation that Hunter Fan will
continue to grow earnings and maintain leverage of below 6.5x
Downside scenario
S&P could lower the ratings if it expects leverage will be
sustained above 6.5x, which could happen if:
-- The sponsor adopts a more aggressive financial policy and
relevers the balance sheet for an acquisition or dividend; or
-- Earnings performance deteriorates due to macroeconomic weakness
that results in consumers deferring purchases or trading down.
Upside scenario
While unlikely, S&P could raise the ratings if it expects the
company to increase its scale and diversification while maintaining
leverage below 5x, which could happen if:
-- S&P expects the financial sponsor to adopt a more conservative
financial policy by avoiding debt-financed dividends or
acquisitions and
-- Consumer demand and the ecommerce channel exceed our base-case
assumptions.
MILLER TOOL & DIE: Unsecureds Get At Least 3% in Liquidating Plan
-----------------------------------------------------------------
Miller Tool filed a Plan of Liquidation and a Disclosure
Statement.
A hearing on confirmation of the Plan is scheduled for April 28,
2021, at 11:00 a.m. Objections to confirmation of the Plan and
ballots accepting or rejecting the Plan are due April 22, 2021.
On the Petition Date, there was value in the Debtor's assets to
satisfy the claims of Comerica Bank and potentially priority
creditors with a possible minimal distribution, if any, to the
unsecured creditors. Based on the Debtor's limited operation
during this Chapter 11 proceeding and the efficiencies it was able
to achieve, the Debtor has successfully generated revenue to allow
for a distribution to general Unsecured Creditors.
The Debtor's only secured creditor is Comerica Bank.
The Plan of Liquidation proposes to pay the Debtor's creditors from
the remaining proceeds of the sale of Debtor's assets, the cash
surrender value of a remaining key man life insurance policy, the
collection of Debtor's accounts receivable, and the resolution of
avoidance actions.
The Plan provides for full payment in cash of (a) the claims of
Comerica Bank, (b) administrative expenses, and (c) priority wage
claims((a), (b) and (c), collectively "Group Claims"). The
Debtor's unsecured creditors, including the Debtor's trade
creditors, the non-priority employee claims and the Pension Fund
Withdrawal Liability will receive a distribution of the proceeds
that are available after payment in cash and in full of the Group
Claims. The Debtor anticipates the distribution to the unsecured
creditors will be in excess of 3 percent. The Debtor's Insiders
and equity security holders will receive no recovery under this
Plan.
A copy of the Plan of Liquidation dated March 19, 2021, is
available at https://bit.ly/3dnpW4q
About Miller Tool & Die
Founded in 1930, Miller Tool & Die, Inc. --
http://www.millertd.com/-- is a privately held company that
manufactures industrial machinery, serving and supporting its
customers throughout North, South & Central America, Mexico,
Europe, and Asia.
Miller Tool & Die sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-52501) on Dec. 21, 2020. In its petition, the Debtor
disclosed total assets of $2,905,993 and debt of $6,996,536. Miller
Tool President Patrick Miller signed the petition.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Lynn M. Brimer, Esq., at Strobl Sharp PLLC, as
its legal counsel.
MOTORMAX FINANCIAL: Has Deal on Cash Collateral Access
------------------------------------------------------
Motormax Financial Services Corp. asks the U.S. Bankruptcy Court
for the Middle District of Georgia for entry of an order approving
and adopting as its order the Stipulation for Use of Cash
Collateral between the Debtor and Motors Acceptance Corp.
The Debtor requires the use of cash collateral to continue
operations and establish a small cash reserve against shortfalls
and operating revenue in future months during the pendency of the
case.
Under the Stipulation, the parties agree:
(i) Acceptance[sic] may use up to $15,000 per month of gross
revenue to cover operating expenses which are discreet to the
Debtor;
(ii) To the extent that gross revenue exceeds $15,000, plus
$1,000, which would be useable to establish a reserve against
future expenses, the net proceeds will be paid over to Acceptance
to apply to first interest on the obligations of the Debtor to
Acceptance, and then to principal.
The Debtor also requests that the Court conduct a final hearing for
use of cash collateral before April 12, 2021, but that approval be
effective as of the bankruptcy filing date.
A copy of the motion is available for free at
https://bit.ly/3rMPf5f from PacerMonitor.com.
About Motormax Financial Services Corp.
Motormax Financial Services Corp. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-40100)
on March 29, 2021. In the petition signed by Karl White, chief
executive officer, the Debtor disclosed up to $100,000 in asset and
up to $10 million in liabilities.
Fife M. Whiteside, Esq. at Fife M. Whiteside PC is the Debtor's
counsel.
NATIONAL RIFLE ASSOCIATION: Board Member Seeks LaPierre Probe
-------------------------------------------------------------
Neil Weinberg and Steven Church of Bloomberg News report that a
gun-collecting Kansas judge is leading a new crusade to save the
National Rifle Association from two existential threats: New York's
Attorney General and the executives who currently run the
organization.
Phillip Journey, a family court judge in Wichita and member of the
NRA's board, inserted himself into the group's bankruptcy to try
and block New York's top law enforcement official from dissolving
the 150-year-old group and distributing its $200 million in assets
to other, less controversial gun-rights organizations.
About National Rifle Association of America
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.
NPC INTERNATIONAL: Wins June 26 Plan Exclusivity Extension
----------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division extended the periods within
which the NPC International, Inc. and its affiliates have the
exclusive right to file a chapter 11 plan through and including
June 26, 2021, and to solicit acceptances through and including
August 25, 2021.
The additional time to provide a sufficient, flexible window in
which the Debtors can implement the Sale Transaction and other
transactions contemplated by the confirmed Plan, without the
disruption and distraction created by competing plan proposals.
A copy of the Court's Extension Order is available at
https://bit.ly/3udHuH7 from epiq11.com.
About NPC International
NPC International, Inc., is the largest franchisee of both Pizza
Hut and Wendy's as well as the second-largest restaurant franchisee
overall in the U.S., operating over 1,300 restaurants in 30 states
and the district of Columbia. The Company, which is headquartered
in Leawood, Kansas, and has a shared services center located in
Pittsburg, Kansas, generates $1.5 billion in sales and has more
than 30,000 full and part-time employees.
NPC International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-33353) on July 1, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy
counsel; Alixpartners, LLP as financial advisor; Greenhill & Co.,
LLC as investment banker; and Epiq Corporate Restructuring, LLC as
claims, noticing, and solicitation agent and administrative
advisor.
OAK PARENT: Moody's Lowers CFR to B3, Outlook Negative
------------------------------------------------------
Moody's Investors Service downgraded Oak Parent, Inc.'s ratings,
including its corporate family rating to B3 from B2, probability of
default rating to B3-PD from B2-PD, and the ratings on its senior
secured credit facilities to B3 from B2. The outlook remains
negative. Oak Parent, Inc. is an indirect parent company of Augusta
Sportswear Holdings, Inc. (together, "Augusta").
The downgrade reflects the significant deterioration in Augusta's
operating performance and credit metrics in 2020 as a result of
coronavirus induced cancellations and postponements of school and
recreational sports programs during the year. Moody's views the
coronavirus outbreak as a social risk under its ESG framework given
the substantial implications for public health and safety.
Lease-adjusted debt to EBITDA was very high, at over 12 times, as
of September 2020, with further weakening likely to have occurred
in the fourth quarter of 2020 and first quarter of 2021 due to
ongoing cancellations or delays in youth sports activities. Moody's
expects the company's performance and metrics to begin a recovery
in 2021 as sports activities resume and as it realizes benefits
from past cost reduction initiatives. However, credit metrics will
remain weak, and a return to 2019 levels of performance and metrics
will likely not occur until at least 2022.
The negative outlook reflects its current very high financial
leverage and the uncertainty around the ability and speed to which
youth team sports will recover and the company's ability reduce
leverage to refinanceable levels, given that its secured revolver
expires in October 2022 and secure term loan matures in October
2023.
Downgrades:
Issuer: Oak Parent, Inc.
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3) from
B2 (LGD3)
Outlook Actions:
Issuer: Oak Parent, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Augusta's B3 CFR reflects its narrow business focus and limited
revenue scale in the global apparel industry, as well as governance
risks such as financial sponsor ownership with financial and M&A
strategies that led to high leverage prior to the coronavirus
pandemic. The company's revenue and earnings declined significantly
in 2020 due to widespread pandemic related cancellations and
postponements of school and recreational sports programs, leading
to very high financial leverage with lease adjusted debt-to-EBITDA
exceeded 12 times as of September 30, 2020.
The rating is supported by the company's defensible market position
in the wholesale team uniform, school-related sportswear and
dancewear markets that, when combined with high barriers to entry,
typically drive strong operating margins and cash flow generation.
The ratings also consider the limited level of fashion risk in the
company's products, product breadth and demand stability from the
ultimate end users, all of which typically drive revenue stability,
as well as adequate liquidity, supported by Moody's expectation
that balance sheet cash, modest free cash flow and excess revolver
availability will support cash needs over the next 12 months.
Moody's expects the company's performance and credit metrics to
begin to recover in 2021 as youth sports activity resumes and as it
realizes benefits from past cost reduction initiatives, although
performance and metrics will likely not recover to 2019 levels
until at least 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's liquidity were to
erode for any reason, or if revenue and earnings do not show signs
of significant and sustainable recovery beginning in the second
quarter of 2021, with an improvement trend that will lead to
lease-adjusted debt/EBITDA improving below 8.0 times or
EBITA/interest expense above 1.25 times during the year.
Ratings could be upgraded if the company demonstrates sustainable
improvement in revenue and earnings trends while utilizing free
cash flow to reduce debt and leverage. An upgrade would also
require maintaining good liquidity, including the refinancing of
its debt maturities in an economic manner will ahead of the
obligations becoming current. Quantitatively, ratings could be
upgraded if debt/EBITDA was sustained below 6.0 times and
EBITA/interest expense above 1.75 times
The principal methodology used in these ratings was Apparel
Methodology published in October 2019.
Oak Parent, Inc. is based in Augusta, Georgia. Through its
subsidiaries, the company does business as Augusta Sportswear.
Together, the company primarily manufactures and distributes youth
team sports uniforms, dance apparel and related products serving
customers in the United States. The company has been majority owned
by Kelso & Company, a private equity firm, since 2012, and does not
publicly disclose financial information. Revenue for the latest
twelve months ended September 2020 was less than $250 million.
ONPOINT OIL: Parties Delay Plan Disclosures Hearing by 90 Days
--------------------------------------------------------------
Vast Bank, N.A., f/k/a Valley National Bank ("Vast") and the
Debtor, OnPoint Oil & Gas, LLC, filed a joint application to
continue the hearing on the Debtor's disclosure statement and
related deadlines.
Vast is a secured creditor of the Debtor. Its collateral consists
of substantially all the assets of the Debtor.
On Feb. 26, 2021, this Court set a hearing to consider the approval
of the disclosure statement for April 7, 2021, at 9:30 a.m., and
established March 26, 2021 as the deadline for filing and serving
written objections to the Disclosure Statement.
Vast believes the Plan must be more specific as to how its claim
will be paid and cannot be based on a refinancing by Vast that has
not been agreed to by Vast.
As expressed in Vast's Objection, Vast is willing to continue
working towards the refinancing and estimates that the process
could be completed within 60 days.
The parties seek to continue the Disclosure Statement Hearing for
at least 90 days. This will allow time for the refinancing effort
to run its course. Assuming the refinancing is approved,
amendments to the Plan and Disclosure Statement will be necessary,
which will necessitate an additional 28 days to for notice of the
continued Disclosure Statement Hearing.
The parties also seek a corresponding extension of the deadline for
filing and serving written objections to the Disclosure Statement,
as amended.
Attorneys for the Debtor:
O. Clifton Gooding
Mark B. Toffoli
THE GOODING LAW FIRM
A Professional Corporation
204 North Robinson Avenue, Suite 650
Oklahoma City, OK 73102
Tel: 405.948.1978
Fax: 405.948.0864
E-mail: cgooding@goodingfirm.com
mtoffoli@goodingfirm.com
Attorneys for Vast Bank, N.A.:
Sidney K. Swinson
Brandon C. Bickle
GableGotwals
1100 ONEOK Plaza
100 West Fifth Street
Tulsa, Oklahoma 74103
Tel: 918.595.4800
Fax: 918.595.4990
E-mail: sswinson@gablelaw.com
bbickle@gablelaw.com
About OnPoint Oil & Gas
Oklahoma City, Okla.-based OnPoint Oil & Gas, LLC, is a privately
held company in the oil and gas extraction industry.
OnPoint Oil & Gas sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. WD. Okla. Case No. 20-13383) on Oct. 14,
2020. The petition was signed by Brent Cook, owner. At the time
of the filing, the Debtor had total assets of $129,668 and total
liabilities of $2,840,455. The Gooding Law Firm, P.C., is the
Debtor's legal counsel.
PARKLAND CORP: S&P Rates New US$800MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '4' recovery
ratings to Parkland Corp.'s proposed US$800 million senior
unsecured notes due in 2029. The '4' recovery rating reflects its
expectation of average (30%-50%; rounded estimate: 35%) recovery in
a default scenario. The 'BB' issue-level and '4' recovery ratings
on Parkland's existing unsecured notes are unchanged.
S&P said, "We expect the company to use the proceeds to refinance
US$500 million of unsecured debt due in 2026 and C$200 million of
unsecured debt due in 2025, and the remaining portion to refinance
the draw on the revolving credit facility (RCF). As a result, we
view the transaction as leverage neutral. Along with the proposed
issuance, the company has expanded its RCF by about C$230 million
to enhance its liquidity to support its growth strategy.
Consequently, after the higher amount of senior secured debt has
been paid off, ahead of senior unsecured noteholders, it will lead
to a lower enterprise value available for the senior unsecured debt
in the recovery waterfall. Therefore, our recovery prospects for
the existing senior unsecured noteholders decrease to 35% from 40%.
However, the '4' recovery rating is unchanged for the existing
unsecured noteholders."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assumes a hypothetical default in 2026 stemming from a
significant decline in fuel volumes and margins, which could result
from a protracted recession that reduces fuel demand.
-- In addition, intensifying competition and lower-than-expected
refinery utilization could pressure cash flows further to the point
that the company is no longer able to operate absent filing for
creditor protection.
-- S&P said, "To value Parkland's Burnaby, B.C. refinery asset, we
apply about a US$3,000 multiple to the refinery's 55,000 barrels
per day crude slate throughput capacity. Our valuation reflects the
favorable market dynamics, access to cost-advantaged sources of
crude through the Trans Mountain Pipeline System, low-complexity
refinery, and good product slate because more than 90% of the
refinery output is high-value products."
-- S&P also assumes that Parkland owns 100% of SOL Investments
Inc. at the time of default and has financed the acquisition
through its bank borrowings; therefore, it assumes a 100% draw on
the revolver, compared with an 85% default assumption in our
recovery criteria.
-- S&P values the rest of Parkland's assets, including 100% of
SOL, using an EBITDA multiple approach--the fuel retail assets are
valued at a 5x multiple on default-year EBITDA of about C$624
million.
-- Parkland's senior secured debtholders (RCFs) would expect very
high (90%-100%; rounded estimate: 95%) recovery in the event of
default.
-- The remaining value of about C$1.15 billion after servicing the
senior secured claims will be available to the senior unsecured
noteholders, leading to average (30%-50%; rounded estimate: 35%)
recovery in the event of default and an issue-level rating of
'BB'.
Simulated default assumptions
-- Valuation of refinery: About C$215 million
-- Emergence EBITDA of retail assets: C$624 million
-- Multiple: 5.0x
-- Gross enterprise value (including the valuation for the Burnaby
refinery): about C$3.33 billion
-- Net recovery value for waterfall after administrative expenses
(5%): about C$3.17 billion
Simplified waterfall
-- Estimated priority claims: about C$6.8 million
-- Remaining recovery value: about C$3.16 billion
-- Estimated senior secured claim: about C$2.01 billion
-- Value available for senior secured claim: about C$3.16 billion
--Recovery range: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: about C$3.04 billion
-- Value available for unsecured claim: about C$1.15 billion
--Recovery range: 30%-50% (rounded estimate: 35%)
PARMELEE INVESTMENTS: Seeks to Hire Abbasi Law as Legal Counsel
---------------------------------------------------------------
Parmelee Investments LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Abbasi Law
Corporation as its legal counsel.
The firm will render these services:
a. represent the Debtor at the initial interview, meeting of
creditors and hearings before the bankruptcy court;
b. prepare legal papers;
c. advise the Debtor regarding matters of bankruptcy law,
including its rights and remedies with respect to its assets and
claims of its creditors;
d. represent the Debtor in contested matters;
e. assist the Debtor in the negotiation, preparation and
implementation of a plan of reorganization;
f. analyze claims that have been filed in the Debtor's Chapter
11 case;
g. negotiate with creditors regarding the amount and payment
of their claims;
h. object to claims as may be appropriate;
i. advise the Debtor with respect to its powers and duties in
the continued operation of its business;
j. provide advice on general corporate, securities, real
estate, litigation, environmental, state regulatory and other legal
matters, which may arise during the pendency of the case; and
k. perform all other legal services necessary to administer
the case.
The firm will be paid at hourly rates as follows:
Attorneys $350
Paralegals $60
Law Clerks $25
Prior to the commencement of the case, the firm received from the
Debtor $7,500 as retainer and $1,738 for the filing fee.
Abbasi Law will receive reimbursement for out-of-pocket expenses
incurred.
Matthew Abbasi, Esq., a partner at Abbasi Law Corporation,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Abbasi Law can be reached at:
Matthew Abbasi, Esq.
Abbasi Law Corporation
6320 Canoga Ave., Suite 220
Woodland Hills, CA 91367
Tel: (310) 358-9341
Fax: (888) 709-5448
About Parmelee Investments
Parmelee Investments, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-10002) on Jan. 3, 2021, listing under $1 million in both assets
and liabilities. Matthew Abbasi, Esq., at Abbasi Law Corporation,
represents the Debtor as legal counsel.
PAUL F. ROST: April 27 Amended Disclosure Statement Hearing Set
---------------------------------------------------------------
On March 23, 2021, debtor Paul F. Rost Electric, Inc. d/b/a Rost
Electric, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania an Amended Disclosure Statement to
accompany Third Amended Plan.
On March 25, 2021, Judge Jeffery A. Deller ordered that:
* April 27, 2021, at 10:00 a.m. is the hearing to consider
approval of the amended disclosure statement.
* April 20, 2021 is the last date to file and serve written
objections to the amended disclosure statement.
A full-text copy of the order dated March 25, 2021, is available at
https://bit.ly/39vRMdE from PacerMonitor.com at no charge.
About Paul F. Rost Electric
Paul F. Rost Electric, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-20344) on Jan. 30,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $500,001 and $1
million. Judge Jeffery A. Deller oversees the case. Dennis J.
Spyra & Associates is the Debtor's legal counsel.
PBS BRAND: Proposes Private Sale of Remaining Assets to Sortis
--------------------------------------------------------------
PBS Brand Co., LLC, and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize their
settlement and private sale of certain of their remaining assets as
contemplated by the Agreement of Purchase and Sale with Sortis
Holdings, Inc., PBS Lender, LLC, and PBS DIP Lender, LLC, or their
designee, for $20,000 and a waiver of all of Sortis' claims against
the Debtors' estates.
On Jan. 27, 2021, the Debtors filed a motion asking, among other
things, entry of an order authorizing the Debtors to sell
substantially all of their assets. On March 10, 2021, the Court
held a hearing to consider the approval of the sale of
substantially all of the Debtors' assets to CrowdOut Capital LLC or
its designee. The Sale Motion was contested by Sortis, and on
March 16, 2021, the Court entered the Sale Order that specifically
preserved the issue of whether Sortis' claim attached to the
proceeds of the sale to be considered in connection with the
Debtors' Combined Plan and Disclosure Statement, which is scheduled
to be heard on April 28,
2021.
The Sale Order, including the asset purchase agreement attached
thereto, authorized the Debtors to sell substantially all of their
assets to CrowdOut, however the sale to CrowdOut excluded certain
of their assets. Specifically, the assets of PBS Brand Co., LLC
include the ownership of 21 operating companies ("Non-Debtor
Entities"). As part of the sale, CrowdOut received the right to
purchase certain of the Non-Debtor Entities.
On March 18, 2021, the sale to CrowdOut closed.
On Feb. 18, 2021, the Debtors filed a combined plan and disclosure
statement (as subsequently amended or modified). On March 18,
2021, the Court entered an Order (I) Approving on an Interim Basis
the Adequacy of Disclosures in the Combined Plan and Disclosure
Statement, (II) Scheduling the Confirmation Hearing and Deadline
for Filing Objections, (III) Establishing Procedures for
Solicitation and Tabulation of Votes to Accept or Reject the
Combined Plan and Disclosure Statement, and Approving the Form of
Ballot and Solicitation Package, and (IV) Approving the Notice
Provisions ("Solicitation Order"). Among other things, the
Solicitation Order set April 28, 2021 as the date for a hearing to
consider confirmation of the Plan.
Since the closing of the sale to CrowdOut, Sortis and the Debtors,
after consultation with the Committee and CrowdOut, reached an
agreement by and through which Sortis will purchase the Debtors'
equity interests in certain of the Non-Debtor Entities (each, a
"StoreCo," and collectively, the "Assets") for $20,000 and a waiver
of all of Sortis' claims against the Debtors' estates, including a
waiver of all security interests in the Debtors' assets and the
proceeds from the Sale, to the extent that such security interest
were to have attached.
In accordance with Local Rule 6004-1, the terms of the proposed
Private Sale are:
a. Sortis will waive all claims it holds against the
Debtors'estates, including every single claim that Sortis has or
may have had from the beginning of the universe to the date of the
execution of the sale agreement, and all of Sortis' proofs of claim
filed in the Debtors' chapter 11 cases will be deemed withdrawn
without need for further order of the Court;
b. Notwithstanding the foregoing, the claims and liens of
Sortis as against the Non-Debtor Entities will not be released and
are expressly reserved and preserved. All rights and defenses of
the Non-Debtor Entities as to such claims of Sortis as well as
counterclaims of the Non-Debtor Entities as against Sortis are
expressly reserved and preserved.
c. At closing, Sortis will pay $20,000 to the Debtors;
d. At closing, PBS Brand Co., LLC ("BrandCo") will sell its
interests in the StoreCos identified in the Purchase Agreement to
Sortis or its designee, free and clear of claims and interests in
the Assets.
e. Other than Punch Bowl Detroit, LLC, Sortis will have the
right to purchase for no additional consideration any Non-Debtor
Entity that CrowdOut does not designate for purchase by April 21,
2021;
f. Each of the StoreCo entities purchased by Sortis will
waive all intercompany claims, and the Debtors will waive all
intercompany claims against each of the StoreCo entities purchased
by Sortis;
g. Within five business days of closing, Sortis will file all
necessary documents to change the names of the acquired Non-Debtor
Entities to remove all reference to “PBS," "Punch Bowl Social,"
or any variation of such; and
h. The sale is conditioned upon entry of Court approval order
and closing by March 31, 2021.
The Debtors are asking relief from the 14-day stay imposed by
Bankruptcy Rule 6004(h) for the private sale.
Solely for purposes of clarification, prior to the closing of the
Private Sale, each non-debtor affiliate of the Debtors is expressly
releasing all of the claims of those non-debtor entities as against
CrowdOut and its affiliates.
Based upon the foregoing, the Debtors believe that proposed
transaction with Sortis provides significant benefits to them and
their estates, including clearing the path for confirmation of the
Plan. For the foregoing reasons, they have determined, as a sound
exercise of their business judgment that the proposed transaction
with Sortis is in the best interests of their estates.
About PBS Brand Co.
PBS Brand Co. LLC and its affiliates are a chain of
"eatertainment"
venues that blends best in category scratch-kitchen culinary
specialties, and craft cocktail and craft non-alcoholic programs.
Each of the Punch Bowl locations is a design-forward environment
that provides its patrons with a different and diverse selection
of
games including, among other things, bowling, scrabble,
shuffleboard, virtual reality, billiards, karaoke, vintage arcade
games, ping-pong, darts, and skee-ball, and in one location, a
nine-hole miniature golf course, that create a setting conducive
to
large corporate gatherings as well as a la carte sales.
PBS Brand Co. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson
Galligan, authorized representative, signed the petitions. At the
time of the filing, PBS Brand was estimated to have $10 million to
$50 million in both assets and liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as
restructuring advisor, and Omni Agent Solutions as claims,
noticing, and balloting agent.
On Jan. 6, 2021, the Office of the United States Trustee for the
District of Delaware appointed an official committee of unsecured
creditors in these Chapter 11 Cases.
PELICAN FAMILY: Seeks to Hire Butler & Butler as Legal Counsel
--------------------------------------------------------------
Pelican Family Medicine, P.A. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to hire
Butler & Butler, LLP as its legal counsel.
The firm will render these services:
a. prepare schedules, statement of financial affairs and other
necessary documents;
b. represent the Debtor at the first meeting of creditors;
c. defend any automatic stay motions filed by creditors;
d. prepare and file the required disclosure statement and plan
of reorganization and seek confirmation of the plan; and
e. provide any other services necessary to the reorganization
of the Debtor.
The firm's hourly rates are:
Algernon l. Butler, III $385
Associate Attorney $285
Paralegal $150
Butler & Butler is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached at:
Algernon L. Butler, III, Esq.
Butler & Butler, LLP
P.O. Box 38
Wilmington, NC 28402
Tel: (910) 762-1908
Fax: (910) 762-9441
Email: albutleriii@butlerbutler.com
About Pelican Family Medicine
Pelican Family Medicine, P.A. is a family practice physician in
Wilmington, North Carolina.
Pelican Family Medicine filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
21-00582) on March 15, 2021. Mark Thomas Armitage, president,
signed the petition. At the time of the filing, the Debtor
disclosed $242,677 in assets and $1,545,287 in liabilities.
Algernon L. Butler, III, Esq., at Butler & Butler, LLP , serves as
the Debtor's legal counsel.
PHUNWARE INC: Incurs $22.2 Million Net Loss in 2020
---------------------------------------------------
Phunware, Inc. reported financial results for its full year ended
Dec. 31, 2020.
"This past year was the genesis of an inflection point in our
company's history, as we shifted from a non-recurring, low margin
transaction business to a far stickier, more scalable, recurring
and high margin SaaS licensing business for our
Multiscreen-as-a-Service ("MaaS") platform," said Alan S.
Knitowski, president, CEO and co-founder of Phunware. "In addition
to continued enterprise interest in our MaaS Digital Front Door
solution for healthcare and our MaaS Smart Workplace solution for
corporations, we have resumed conversations with customers from
sectors that were hard hit by the pandemic, including the
hospitality and real estate verticals. In conjunction with growing
our portfolio of direct customers, we intend to expand our
footprint globally by amplifying our go-to-market strategy with
indirect sales and channel partners, including an anchor
distribution partner that will be formally announced during Q2. In
parallel, we are excited about the completion of PhunWallet next
month as we launch our blockchain ecosystem powered by PhunCoin and
PhunToken. We are on schedule to commercialize, scale and monetize
this part of our business and look forward to the accelerated
global adoption of our blockchain-enabled MaaS Customer Data
Platform and MaaS Mobile Loyalty Ecosystem alike."
Full Year 2020 Summary Financial Highlights
* Net Revenues for the year totaled $10.0 million
* Multiscreen-as-a- Service (MaaS) Platform Subscriptions and
Services Revenues were $9.1 million
* Gross Margin was 66.4%
* Net Loss was ($22.2) million
* Net Loss per Share was ($0.50)
* Non-GAAP Adjusted EBITDA Loss was ($8.4) million
"Our executive team continues to proactively attend well-respected
financial conferences and meetings with accredited institutional
investors in order to bolster our corporate profile within the
capital markets," said Matt Aune, CFO of Phunware. "With a robust
cash position as a result of our recently completed institutional
financing of approximately $25 million, we now have the financial
flexibility to execute both our near-term and long-term operational
initiatives."
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.
PHYTO-PLUS INC: Seeks to Hire Buddy D. Ford as Legal Counsel
------------------------------------------------------------
Phyto-Plus Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Buddy D. Ford, P.A. as its
legal counsel.
The firm will render these services:
(a) advise the Debtor with regard to its powers and duties in
the continued operation of its business and management of the
property of the estate;
(b) prepare documents required by the court;
(c) represent the Debtor at the Section 341 creditors'
meeting;
(d) advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
(e) appear at court hearings;
(f) protect the interest of the Debtor in all matters pending
before the court;
(g) represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan; and
(h) perform all other legal services for the Debtor in
connection with its Chapter 11 case.
The firm will be paid at these rates:
Buddy D. Ford, Esq. $425 per hour
Senior Associate Attorneys $375 per hour
Junior Associate Attorneys $300 per hour
Senior Paralegal $150 per hour
Senior Paralegal $150 per hour
Junior Paralegal $100 per hour
The Debtor paid the firm an advance fee of $6,738.
Buddy D. Ford does not represent interest adverse to the Debtor and
its bankruptcy estate, according to court papers filed by the
firm.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Email: All@tampaesq.com
Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Phyto-Plus Inc.
Phyto-Plus Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01225) on March 16,
2021. In the petition signed by Marco A. Abbiati, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Buddy D. Ford, P.A. is the Debtor's legal counsel.
PILGRIM'S PRIDE: Moody's Rates $1BB Unsecured Notes 'B1'
--------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to proposed $1
billion senior unsecured 10-year sustainability-linked notes being
offered by Pilgrim's Pride Corporation. Net proceeds from the
proposed offerings will be used to refinance through a concurrent
tender offer for its $1 billion outstanding 5.750% Senior Notes due
2025. The company's other ratings including the Ba3 Corporate
Family Rating and stable outlook are not affected.
The refinancing is modestly credit positive because it extends the
company's maturities without materially affecting cash interest
expense or leverage.
The interest rate on the proposed notes will be subject to a
25-basis point increase beginning in 2026 if Pilgrim's fails to
provide confirmation through a third-party verifier that it has
satisfied its target to reduce greenhouse gas emissions intensity
by 17.7% by the end of 2025.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Pilgrim's Pride Corporation
Senior Unsecured Notes, Assigned B1 (LGD5)
The proposed notes are rated one notch lower than Pilgrim's Ba3
Corporate Family Rating, reflecting their effective subordination
to $1.2 billion of senior secured debt instruments, including a
$750 million asset-based revolving credit facility and a $469
million Term Loan, both maturing July 2023.
RATINGS RATIONALE
Pilgrim's Pride's credit profile (Ba3 CFR) is supported by its
position among the world's largest chicken processors, moderate
financial leverage, very good liquidity and, excluding exogenous
disruptions, relatively stable operating performance. This reflects
an operating strategy focused on maximizing profitability and
earnings stability. These strengths are balanced against the
company's narrow focus in the cyclical chicken processing industry,
which is characterized by volatile earnings and modest profit
margins. The company's appetite for potentially large leveraged
acquisitions is balanced against a history of notable purchase
price discipline.
Moody's evaluates Pilgrim's credit profile on a standalone basis.
Thus, the ratings are not directly affected by the credit profile
of its ultimate parent JBS S.A. (Ba2). However, developments at JBS
S.A.-related entities could indirectly affect Pilgrim's ratings.
ESG CONSIDERATIONS
The animal protein sector is heavily exposed to social risks
related to responsible production, health and safety standards and
evolving consumer life-style changes. The animal protein sector is
also moderately exposed to environmental risks such as soil/water
and land use, and energy & emissions impacts, among others. These
factors will continue to play an important role in evaluating the
overall creditworthiness of the animal protein companies, like
Pilgrim's Pride, particularly as the industry continues to evolve
globally.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
consumer sectors from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
Pilgrim's Pride's financial policy is balanced. While the company
regularly entertains leveraged acquisitions, it is a disciplined
buyer. Outside of acquisition events, the company typically
operates with debt/EBITDA in the 2.0x to 2.5x range. In addition,
the company maintains very good liquidity, a key rating
consideration.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects a fairly wide range of potential
earnings performance that is typical in the cyclical U.S. chicken
processing industry balanced against Pilgrim's very good liquidity.
At the top of the cycle, Moody's expects financial leverage to be
very modest relative to comparably rated companies. Conversely, at
the bottom of the cycle, the company can often have financial
leverage that is well outside Moody's central expectations for the
rating for a limited period of time. High earnings volatility
should be balanced against a financial policy of maintaining
abundant access to cash and external sources of liquidity.
Pilgrim's ratings are constrained by the company's single-protein
concentration. However, the company's ratings could be upgraded if
the company enhances earnings stability through improvements in
business and product mix. Quantitatively, Pilgrim's ratings could
be upgraded if the company maintains at least a 6% operating profit
margin, positive free cash flow, sustains debt to EBITDA below
2.0x, and liquidity (cash and backup availability) of at least $1
billion.
Conversely, Pilgrim's ratings could be downgraded in the event of a
major leveraged acquisition or share buyback, deteriorating
industry fundamentals that lead to prolonged negative free cash
flow, or deteriorating liquidity. The ratings could also be
downgraded if legal, governance or other challenges at related
entities, including JBS S.A., negatively affect the risk profile of
Pilgrim's.
The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.
Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken processor in the world,
with operations in the United States, U.K., European Union, Mexico
and Puerto Rico. The company produces, processes, markets and
distributes fresh, frozen and value-added chicken products to
foodservice customers, distributors and retail operators worldwide.
Pilgrim's also is a leading integrated prepared pork supplier in
Europe.
For fiscal year 2020, Pilgrim's revenues totaled $12.1 billion.
Pilgrim's Pride is controlled by Sao Paulo, Brazil based JBS S.A.
(Ba2 stable), the largest processor of animal protein in the world.
As of July 27, 2020, JBS S.A. owns in excess of 80% of the
outstanding common stock of Pilgrim's.
PROJECT ALPHA: S&P Affirms 'B' ICR on Improved Business Factors
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Project
Alpha Intermediate Holding Inc. (d/b/a Qlik). The outlook remains
stable.
S&P also affirmed its 'B' issue-level rating Qlik's revolving
credit facility and first-lien term loan. The '3' recovery rating
is unchanged.
S&P said, "The stable outlook on Qlik reflects our expectation that
it will be able to keep business performance stable through its
transition to subscription revenue. We expect that Qlik will see
modest revenue growth along with stable EBITDA margins in the
mid-30% area such that it should generate funds from operations
(FFO) cash interest coverage above 2x in 2021."
Since its leverage buyout, Qlik has been able to strengthen its
business over the past few years. In 2017, due to the large
cost-savings plan enacted from its LBO, Qlik suffered severe
disruptions to the business that caused revenue to decline after
years of more than 10% growth. However, since then, the company has
been able to rebound and improve the business. Qlik has continued
to focus on profitability and has enacted cost-savings plans but
none that has disrupted business performance. Due to the focus on
profitability, Qlik's EBITDA margins have continued to improve from
high-teens percent area in 2017 to mid-30% area in 2020, which was
during its ongoing transition to subscription revenue and dealing
with the fallout from COVID-19 pandemic.
Qlik has also become highly focused on improving its recurring
revenue by selling its business intelligence (BI) solutions as
subscription revenue. Qlik's recurring revenue was in the high-50%
area in 2018 but has improved that to more than 75% in 2020. Qlik
has been able to increase its annual recurring revenue (ARR) almost
50% since 2018. S&P said, "We believe this will decrease volatility
in its business performance from macroeconomic factors such as the
COVID-19 pandemic or its transition to recurring revenue. We
believe Qlik's EBITDA margins and recurring revenue are above
average when compared to those of other technology software
companies.
"We do note that the BI space is a highly competitive and
fragmented space. There are many competitors that are larger scaled
and better capitalized in this space such as Microsoft Corp.'s
Power BI, Salesforce.com Inc.'s Tableau, and Google LLC's Looker
and many niche competitors such as Microstrategy Inc. (not rated)
and TIBCO Software Inc. However, we believe Qlik can continue to
compete well in this space due to how it and its technology are
received in the market. Due to all the consolidation in the space,
Qlik is seen as one of the last truly independent BI vendors left,
which customers might want. Qlik's technology continues to be
highly regarded, for instance, in February 2021, Gartner rated Qlik
as one of the three leaders in the BI space.
Even though Qlik saw organic revenue decline in 2020, the increase
in EBITDA margins helped offset the trend. Qlik saw some headwinds
to topline performance in 2020 due to the transition to
subscription revenue and the macroeconomic impact from COVID-19
pandemic. Currently, with the transition to subscription revenue,
Qlik is still at the stage where the decrease in perpetual license
is still larger than the increase in subscription revenue, as the
perpetual license revenue is recognized at once and the
subscription revenue is partially recognized through the period of
the contract. The macroeconomic impact from COVID-19 also caused
some customers to delay projects due to uncertainty in the markets.
Qlik should see a mid-single-digit percent revenue decline in 2020
from those headwinds. S&P said, "However, we believe that Qlik is
almost at the inflection point where subscription revenue growth
and maintenance stability offsets perpetual license revenue
decline. We project that 2021 should see modest organic revenue
growth on the transition to subscription revenue due to good demand
for its BI subscription solutions."
While revenue declined in 2020, synergies achieved from the
Attunity acquisition helped increased S&P Global Ratings' adjusted
EBITDA margins from low-30% in 2019 to mid-30% in 2020 and boost
EBITDA generation almost 10% year over year. With the increase in
EBITDA, S&P expects FFO cash interest coverage to be in the mid-2x
area in 2020.
S&P said, "We expect Qlik to continue to have good unadjusted free
operating cash flow generation. Qlik has continued to have low
capital expenditure (capex) requirements of around $10 million a
year. Due to this low capex, Qlik has been able to generate good
unadjusted free operating cash flow (FOCF). While revenue declined
in 2020, the boost in EBITDA margins helped keep FOCF generation
up, such that we expect Qlik to generate more than $110 million of
unadjusted FOCF in 2020. We expect that Qlik's good subscription
revenue growth and stable EBITDA margins in the mid-30% area will
help generate over $130 million of unadjusted FOCF in 2021.
"The stable outlook on Qlik reflects our expectation that Qlik will
be able to keep business performance stable through its transition
to subscription revenue and the macroeconomic impact from the
COVID-19 pandemic. We expect that Qlik will see modest revenue
growth along with stable EBITDA margins in the mid-30% area such
that it should generate FFO cash interest coverage above 2x in
2021.
"We could lower the rating if Qlik sustains adjusted FFO cash
interest coverage below the high-1x area or less than $75 million
in unadjusted FOCF generation over the next 12 months. This could
result from business disruptions that lead to poor demand of its
subscription revenue or macroeconomic impacts from COVID-19,
competitive pressures leading to customer loss, or ineffective
expense management, leading to lower EBITDA. This could also occur
if acquisitions or shareholder returns result in new debt being
added to its capital structure.
"While unlikely over the next 12 months, we could raise the rating
if Qlik can sustain FFO cash interest coverage above 2x and
generates unadjusted free operating cash flow above $150 million.
We believe the financial sponsor ownership would rather use the
balance sheet for shareholder returns or acquisitions. We would
look for a strong commitment from the financial sponsor ownership
to stay above the 2x FFO cash interest coverage before taking a
rating action."
PS HOLDCO: Moody's Affirms B2 CFR & Alters Outlook to Stable
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of PS HoldCo, LLC,
the flatbed transportation and logistics provider that operates
under the name PS Logistics. The ratings include the B2 corporate
family rating, the B2-PD probability of default rating and the B2
rating of the senior secured term loan due 2025. The ratings
outlook was changed to stable, from negative.
The ratings outlook was changed to stable because the prospects for
industrial and construction freight in North America are improving
and PS HoldCo recovered swiftly from the challenges posed by
lockdown measures at the outset of the pandemic.
RATINGS RATIONALE
The ratings consider PS HoldCo's position as one of the largest
providers of flatbed transportation and logistics services with an
operational track record that spans more than a decade. PS HoldCo's
business model comprises asset-based transportation services using
company-owned equipment and employees, asset-light transportation
services using lease operators and owner operators, as well as
brokerage services. Combined with a driver pay structure that is
based on a percentage of applicable freight rates, this model
results in a flexible cost structure and a driver turnover rate
that is below industry averages.
Benefiting from good freight demand and tight trucking capacity, PS
HoldCo will likely sustain EBITA margins above 5% in 2021 in
Moody's estimate. Such levels are reasonable in the trucking
industry, considering that a majority of PS HoldCo's revenues are
derived from asset-light transportation and logistics services.
Moody's estimates debt/EBITDA to remain below 4 times in the
absence of sizeable acquisitions or dividends. Although financial
leverage is moderate, the flatbed segment of the truck
transportation market is fragmented, competitive and exposed to
end-markets that are correlated with cyclical industrial production
and construction spending in North America.
Liquidity is adequate, although the $75 million asset-based lending
facility matures in February 2022. Taking into account the
company's truck purchases that are funded through equipment
financing notes, Moody's estimates free cash flow to be moderately
positive, reflecting the need for considerable fleet investments to
maintain PS HoldCo's young fleet of trucks and to accommodate
current freight growth.
The senior secured term loan due 2025 has an amount outstanding of
approximately $300 million and is rated B2, in line with the B2
corporate family rating. This reflects the very sizeable proportion
of the debt structure that this obligation represents, together
with a meaningful amount of equipment financing notes, relative to
the higher ranking $75 million asset-based revolving credit
facility.
The stable ratings outlook is predicated on Moody's expectation of
robust revenue growth and EBITA margins in excess of 5% amid
improving prospects for US industrial production and construction
activities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expects that EBITA margins
will be sustained at 6% or more, debt/EBITDA will be maintained at
4 times or less, and the company will demonstrate consistently
positive free cash flow while maintaining adequate investments in
its fleet, such that (retained cash flow minus capital
expenditures)/debt is at least 4%.
The ratings could be downgraded if Moody's expects EBITA margins to
decrease below 4%, debt/EBITDA to increase to more than 4.5 times
or free cash flow to be consistently negative. Tightening
liquidity, including as a result of an inability to extend the
maturity of the asset-based lending facility in a timely manner,
could also cause a ratings downgrade, as could an accelerated pace
of acquisitions or an increase in average fleet age to well in
excess of 30 months.
The following rating actions were taken:
Affirmations:
Issuer: PS HoldCo, LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: PS HoldCo, LLC
Outlook, Changed To Stable From Negative
The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.
PS HoldCo, LLC, headquartered in Birmingham, AL, is a flatbed
transportation and logistics provider that operates a fleet of
about 3,400 trucks and has 36 terminal locations in the eastern,
midwestern and southeastern U.S. The company generated about $900
million of revenues in 2020. PS HoldCo, LLC is privately owned by
funds managed by One Equity Partners and management.
RAHMANIA PROPERTIES: April 29 Amended Plan & Disclosure Hearing Set
-------------------------------------------------------------------
On March 24, 2021, Plan Proponents Mohammed M. Rahman and 74th
Street Funding Inc. filed a Second Amended Disclosure Statement
with respect to Second Amended Chapter 11 Plan for Debtor Rahmania
Properties LLC.
On March 25, 2021, Judge Elizabeth S. Stong conditionally approved
the Second Amended Disclosure Statement and ordered that:
* April 29, 2021, at 12:00 noon by video conference is the
hearing to consider final approval of the Second Amended Disclosure
Statement and confirmation of the Second Amended Plan.
* April 22, 2021, at 4:00 p.m. is fixed as the date by which
objections to the final approval of confirmation of the Second
Amended Plan must be filed.
* April 26, 2021, is fixed as the last day for the Plan
Proponents to file and serve their memorandum in support of
confirmation and any response to any objections to the final
approval of the Second Amended Disclosure Statement and
confirmation.
* April 22, 2021, is fixed as the last day to deliver ballots
in order to be counted as a vote to accept or reject the Second
Amended Plan.
A full-text copy of the order dated March 25, 2021, is available at
https://bit.ly/3sIiw23 from PacerMonitor.com at no charge.
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
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.
RANDAL L. LOEHRKE: $60K Sale of Kasuboski Property Approved
-----------------------------------------------------------
Judge Katherine Maloney Perhach of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin authorized Randal L. Loehrke and
Marjorie K. Loehrke to sell the 20 acres of vacant land located in
the Town of Saxeville, Waushara County, Wisconsin, and legally
described as The North 10 acres of the North 1/2 of the NE 1/4 of
the NE 1/4 and the South 10 acres of the North 1/2 of the Northeast
1/4 of the Northeast 1/4 Section 9, T20N, R12E Town of Saxeville,
Waushara County, Wisconsin. Tax Parcel 030-00911-0100 and Tax
Parcel 30-00911-0200 ("Kasuboski Property"), to Tyler, Brett, and
Marcus Kasuboski for $60,000.
A hearing on the Motion was held on March 18, 2021.
The sale will be free and clear of all liens and encumbrances, with
all liens and encumbrances attaching to the sale proceeds.
The Debtors are authorized to pay all usual and customary closing
costs, including but not limited to, title insurance, transfer
fees, proration of real estate taxes and recording fees figured
through the date of closing.
The net proceeds from the sale of the Kasuboski Property will be
paid to the lienholder, First National Bank, now known as Bank
First, N.A., to be applied to the total debt owed.
The Order is effective immediately and is not stayed for 14 days
pursuant to Rule 6004 of the Federal Rules of Bankruptcy
Procedure.
Randal L. Loehrke and Marjorie K. Loehrke sought Chapter 11
protection (Bankr. E.D. Wisc. Case No. 20-24784) on July 9, 2020.
The Debtors tapped Michelle A. Angell, Esq., at Krekeler Strother,
S.C. as counsel.
RANDAL L. LOEHRKE: $88K Sale of Clarks Mill Road Property Approved
------------------------------------------------------------------
Judge Katherine Maloney Perhach of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin authorized Randal L. Loehrke and
Marjorie K. Loehrke to sell the 16.9 acres of vacant land located
in the Town of Saxeville, Waushara County, Wisconsin, Tax Parcel
No. 030-00114-0120, and legally described as The Southeast 1/4 of
the Northeast 1/4 of Section 1, Township 20 North, Range 12 East,
Town of Saxeville, Waushara County, Wisconsin. Excepting therefrom
Certified Survey Map No. 4161 ("Clarks Mill Road Property"), to
JayDe W. Dimmick and Sarah L. Dimmick for $88,000.
A hearing on the Motion was held on March 18, 2021.
The sale will be free and clear of all liens and encumbrances, with
all liens and encumbrances attaching to the sale proceeds.
The Debtors are authorized to pay all usual and customary closing
costs, including but not limited to, title insurance, transfer
fees, proration of real estate taxes and recording fees figured
through the date of closing.
The net proceeds from the sale will be held in the DIP account
until further order of the Court.
The Order is effective immediately and is not stayed for 14 days
pursuant to Rule 6004 of the Federal Rules of Bankruptcy
Procedure.
Randal L. Loehrke and Marjorie K. Loehrke sought Chapter 11
protection (Bankr. E.D. Wisc. Case No. 20-24784) on July 9, 2020.
The Debtors tapped Michelle A. Angell, Esq., at Krekeler Strother,
S.C. as counsel.
RE PALM SPRINGS: Seeks Approval to Hire SL Biggs as Accountant
--------------------------------------------------------------
RE Palm Springs II, LLC seeks authority from the U.S. Bankruptcy
Court for the District of Texas to employ SL Biggs, a Division of
SingerLewak LLP, as its accountant.
The firm will assist the Debtor in preparing tax returns and in
other accounting-related matters that may arise in the
administration of its Chapter 11 estate.
The firm's hourly rates range from $150 to $450 per hour. It
received a retainer in the amount of $5,000.
As disclosed in court filings, SL Biggs is a "disinterested person"
as such term is defined under Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Mark D. Dennis, CPA
SL Biggs, A Division of SingerLewak LLP
2000 South Colorado Boulevard
Tower II, Suite 200
Denver, CO 80222
Tel: (303) 694-6700
Fax: (303) 694-6761
About RE Palm Springs II
RE Palm Springs II, LLC is the owner of fee simple title to a
four-story, 150-room full-service hotel in Palm Springs, Calif.
RE Palm Springs II filed a Chapter 11 petition (Bankr. N.D. Texas
Case No. 20-31972) on July 22, 2020. In its petition, the Debtor
was estimated to have $10 million to $50 million in assets and
$57,309,877 in liabilities. Thomas M. Kim, chief restructuring
officer, signed the petition.
The Debtor tapped Cavazos Hendricks Poirot, P.C. and SL Biggs as
its bankruptcy counsel and accountant, respectively.
RENTPATH HOLDINGS: Plan Exclusivity Extended Thru June 30
---------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the periods within which RentPath
Holdings, Inc. and its affiliates have the exclusive right to file
a Plan to and including June 30, 2021, and to solicit Plan
acceptances to and including August 28, 2021.
The additional time will allow the Debtors to seek approval of and
consummate the Third-Party Sale Transaction since the Debtors
intend to move expeditiously toward approval of the amended Plan
and Third-Party Sale Transaction and will provide the Court and
parties in interest with further updates.
A copy of the Court's Extension Order is available at
https://bit.ly/3rCCZUL from primeclerk.com.
About RentPath Holdings
RentPath is a digital marketing solutions company that empowers
millions nationwide to find apartments and houses for rent.
RentPath operates the Rent.com and ApartmentGuide.com, and
Rentals.com online rental listing platforms.
RentPath Holdings, Inc., and 11 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10312) on February 12,
2020.
RentPath Holdings was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities as
of the bankruptcy filing.
The cases are assigned to Judge Brendan Linehan Shannon.
Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving
as legal counsel, Moelis & Company LLC is serving as a financial
advisor, and Berkeley Research Group, LLC is serving as
restructuring advisor to RentPath. Prime Clerk LLC is the claims
agent.
RIZZO & RESTUCCIA: Seeks to Hire John Sommerstein as Legal Counsel
------------------------------------------------------------------
Rizzo & Restuccia, P.C. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire The Law Offices of
John F. Sommerstein as its legal counsel.
The firm's services include:
(a) advising the Debtor of its powers and duties;
(b) attending meetings and negotiating with the creditors;
(c) advising the Debtor on actions to collect and recover
properties;
(d) assisting the Debtor on any potential property disposition;
(e) assisting the Debtor in resolving claims asserted against
the estate;
(f) negotiating and preparing a plan of reorganization;
(g) preparing necessary documents for the administration of the
estate; and
(h) preforming all other bankruptcy-related legal services.
The firm charges an hourly fee of $375. It received a retainer in
the amount of $12,000.
John Sommerstein, Esq., disclosed that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
Mr. Sommerstein maintains an office at:
John F. Sommerstein, Esq.
The Law Offices of John F. Sommerstein
98 North Washington Street
Boston, MA 02114
Phone: 617-523-7474
Email: jfsommer@aol.com
About Rizzo & Restuccia
Rizzo & Restuccia, P.C., a Massachusetts-based accounting firm,
sought protection for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mass. Case No. 21-40188) on March 16, 2021, listing
under $1 million in both assets and liabilities. John F.
Sommerstein, Esq., at the Law Offices of John F. Sommerstein
represents the Debtor as legal counsel.
ROBBIN'S NEST: Unsec. Creditors Will Get 10% of Claims in 5 Years
-----------------------------------------------------------------
Robbin's Nest for Children LLC filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Disclosure Statement
describing Plan of Reorganization on March 25, 2021.
Class 3(a) consists of Secured Taxing Authority Creditors. Fort
Bend County filed a secured claim for $13,097. The Debtor will pay
this claim in full plus statutory interest within 5 years of the
petition date in equal monthly installments. The payments will be
approximately $345 per month with the first monthly payments being
due and payable on the 15th day of the first full calendar month
following 60 days after the effective date of the plan.
Class 3(b) consists of Mortgage Creditors – Land. Mohamad Akbari
has filed a secured claim for $184,816. The payment on this
mortgage will be $1,120 per month for 240 months, including 4%
interest. The mortgagee will hold his liens through the deed of
trust until the debt is paid in full. Ali Farasat has a secured
claim for $184,816. The payment on this mortgage will be $1,120
per month for 240 months, including 4% interest. The mortgagee will
hold his liens through the deed of trust until the debt is paid in
full.
Class 3(c) consists of the United States Small Business
Administration Claim for $265,000. This debt will be paid in 360
monthly payments with the first payment being due and payable on
the 15th day of the first month following the first full calendar
month after the effective date of the plan. The interest rate will
be 3.5% and the monthly payment will be $1,190.
Class 4 general unsecured creditors that are allowed will each be
paid 10% of their claims over 60 months. The payments will be
monthly and the first payment is due and payable on the 15th day of
the first full month following the effective date of the plan.
Further, the allowed general unsecured creditors will be paid as
much of the balance of what they are owed as possible and will be
mailed the previous year's financial statement of the Debtor each
year for five years, during the term of the five-year Plan.
Each year, if the Reorganized Debtor made a profit, after income
taxes, and after making all priority and secured plan payments and
normal overhead payments, the Reorganized Debtor shall pay to the
allowed unsecured creditors their pro-rata share of 25% of the net
profit for the previous year, in twelve monthly payments beginning
on June 15th of the year in which the financial statement is mailed
to these creditors. This payout will not exceed five years, and at
the end of the five-year Plan term, the remaining balance owed, if
any, to the allowed unsecured creditors will be discharged.
Equity interest holder is Robbin Croskey.
This Plan of Reorganization will be funded by the Reorganized
Debtor through future business income of the Debtor. The current
management will remain in control.
A full-text copy of the Disclosure Statement dated March 25, 2021,
is available at https://bit.ly/39wCqp7 from PacerMonitor.com at no
charge.
The Debtor is represented by:
Margaret M. McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, Tx 77010
Phone: (713) 659-1333
Fax: (713) 658-0334
E-mail: margaret@mmmcclurelaw.com
About Robbin's Nest for Children
Robbin's Nest for Children LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-33824) on July 31, 2020, listing under $1 million in both assets
and liabilities. Judge Jeffrey P. Norman oversees the case.
Margaret M. McClure, Esq., at the LAW OFFICE OF MARGARET M.
MCCLURE, is the Debtor's counsel, and John F. Coggins is the
Debtor's accountant.
ROGER LEE HARMON: Rabo Seeks to Continue Hearing on Sale of Assets
------------------------------------------------------------------
Rabo Agrifinance, Inc., now known as AgriFinance LLC, a creditor of
Roger Lee Harmon, asks the U.S. Bankruptcy Court for the District
of Nebraska to continue the hearing on the Debtor's sale to Bart
Stromberger for $1.2 million of the following:
(i) his real property described as Township 6 North, Range 41
West of the 6th P.M., Chase County, Nebraska, Section 12: E 1/2;
and
(ii) his equipment comprised of two Renke pivots, two electric
motors, two control panels, two liquid fertilizer tanks,
underground wiring and wells.
On March 15, 2021, Rabo timely filed a Limited Objection to Motion
for Sell Free and Clear of Liens. It indicated that it was not
objecting to the sale of the irrigated quarters, but the proposed
purchase price.
The Court set the Motion and the Objection for hearing on March 31,
2021. Rabo has been informed that, in addition to the proposed
sale of the two irrigated quarters, the Debtor is working on
refinancing his debt with Rabo. If the refinance is successful,
Rabo will withdraw its objection or Rabo and the Debtor will enter
into a stipulation for the sale of the irrigated quarters.
Therefore, Rabo asks that the Court continues the hearing on the
Motion to Sell so that the Debtor can finalize refinancing efforts.
It is estimated that two weeks will be adequate for the refinance
efforts to be completed.
Roger Lee Harmon sought Chapter 11 protection (Bankr. D. Neb. Case
No. 19-40903) on May 24, 2019. The Debtor tapped Wayne E. Griffin,
Esq., at Wayne E. Griffin Law Office.
RONALD DWAYNE COLLINS: $120K Sale of Church Hill Property Approved
------------------------------------------------------------------
Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Ronald Dwayne Collins'
sale of three contiguous nine plus-acre tracts of real property
located in Church Hill, Tennessee, with an address of 1062 Morning
Star Road, to Jeremy Lemons and Misty Trent, to for $120,000,
pursuant to their Land Purchase and Sale Agreement.
The sale is free and clear of all liens and encumbrances, with the
proceeds to attach to the appropriate liens.
Ronald Dwayne Collins sought Chapter 11 protection (Bankr. E.D.
Tenn. Case No. 20-31765) on July 23, 2020. The Debtor tapped
Thomas Tarpy, Esq., as counsel.
SALEM MEDIA: Moody's Affirms Caa1 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed Salem Media Group, Inc.'s Caa1
Corporate Family Rating and Caa1 senior secured note rating. The
outlook was changed to stable from negative.
Salem's liquidity profile has improved with better free cash flow
generation in 2020 and the receipt of proceeds from the US
government Paycheck Protection Plan (PPP) loans. Additionally,
while the coronavirus pandemic has had a substantial negative
impact on the radio industry, Salem has benefited from more stable
digital media revenue and national block programing as well as
growth in digital services (Salem Surround and SalemNOW) in 2020.
Moody's changed Salem's Speculative Grade Liquidity (SGL) rating to
SGL-3 from SGL-4 as a result of the improved liquidity position.
A summary of Moody's actions are as follows:
Affirmations:
Issuer: Salem Media Group, Inc.
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD4)
Upgrades:
Issuer: Salem Media Group, Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Outlook Actions:
Issuer: Salem Media Group, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Salem's Caa1 CFR reflects very high leverage (8.7x as of Q4 2020
excluding Moody's standard lease adjustments) which Moody's expects
to remain elevated throughout 2021 despite the possibility of debt
repayment from cash on the balance sheet. Salem is also being
negatively affected by the shift of advertising dollars to digital
mobile and social media as well as heightened competition for
listeners from a number of digital music providers. With the vast
majority of its signals on the less attractive AM band, Salem is
particularly exposed to secular pressures and the cyclical nature
of radio advertising demand which will continue to exert pressure
on EBITDA performance over time. The radio industry is expected to
recover as the vaccine continues to be distributed and health
restrictions ease, but it may take time for radio advertising rates
to recover to pre-pandemic levels, which Moody's expect will be
dependent on the pace of US economic recovery. Salem's scale is
also relatively small with revenue of $236 million in 2020, with
geographic concentration in two markets (Los Angeles and Dallas)
which accounted for approximately 20% of net broadcasting revenue
last year.
Despite the constraints on the credit profile, Salem has a leading
market position in Christian teaching and talk format. Its national
block programming revenue is less reliant on advertising dollars
recurring, and therefore more stable than other revenue streams of
the company. Moody's also projects Salem will continue to benefit
from strength in digital revenue over time which will benefit from
new digital offerings. The company has a relatively broad footprint
(in 35 markets), with a station portfolio that is largely in the
top 25 markets.
Salem's SGL-3 rating reflects access to a $30 million ABL facility
due March 2024 ($5 million drawn) and $6 million of cash on the
balance sheet as of Q4 2020. Salem will also benefit from up to
$11.2 million in potential PPP loans ($8.6 million received in
January 2021) which will increase Salem's cash balance further in
Q1 2021. The PPP loans have the potential to be forgiven if the
proceeds are used for eligible purposes and after approval by the
Small Business Administration. If the PPP loans are not forgiven
and remain outstanding as debt, it would add about a 1/2 turn to
existing leverage levels. Free cash flow was $18 million in 2020
which benefited from working capital efficiency, the suspension of
distributions, and reduced capex of $4.6 million. Moody's expects
free cash flow will be slightly negative in 2021 due in part to an
increase in capex to approximately $11.6 million. The ABL facility
is subject to a fixed charge coverage ratio of 1x when availability
is less than the greater of 15% of the maximum revolver amount and
$4.5 million. Moody's expects Salem will remain in compliance with
the fixed charge covenant going forward.
Salem's debt structure includes a $30 million ABL facility (not
rated) as well as a senior secured note rated Caa1 which is in line
with the Caa1 CFR as it represents the vast majority of outstanding
debt.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
advertising revenue from the current weak US economic activity and
a gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
Salem is exposed to governance risk, with a financial policy that
tolerates high leverage and a moderately aggressive growth
strategy. While free cash flow and asset sale proceeds have been
used to repay debt over the past several years, capital
expenditures have historically been high with a propensity for new
ventures and acquisitions. The company suspended its quarterly
dividend in Q2 2020 to increase financial flexibility and Moody's
projects Salem will be focused on debt reduction going forward.
Salem has also completed a number of related party transactions
with management and family members who own the majority of the
economic interest and have voting control of the company.
RATING OUTLOOK
The stable outlook reflects Moody's view that Salem's EBITDA will
be relatively flat as the radio industry begins to recover from the
impact of the pandemic, but the gains are largely offset by reduced
political related revenues in a non-election year. Moody's projects
leverage will decline modestly to below 8.5x in 2021 and below 7x
by the end of 2022 as the radio industry continues to recover from
the pandemic, higher political related revenue, as well as debt
repayment. Key assumptions include our expectation that the radio
industry is projected to start to recover in 2021, but radio
advertising rates may not reach pre-pandemic levels in the near
term. Moody's also expect Salem's digital services to be a source
of continued growth and investment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt-to-EBITDA is sustained
comfortably below 6.5x (excluding Moody's lease adjustments) with
stable organic revenue and EBITDA margins. A free cash flow-to-debt
percentage in the mid-single digit range would also be required as
well as maintenance of an adequate liquidity profile.
Ratings could be downgraded if debt-to-EBITDA was expected to
remain above 8x (excluding Moody's lease adjustments) for an
extended period of time, EBITDA minus capex interest coverage ratio
declined to less than 1x, or if free cash flow was continuously
negative. A deterioration of the company's liquidity profile or
elevated concern about its ability to service its debt could also
result in a downgrade.
Salem Media Group, Inc., formed in 1986 and headquartered in
Camarillo, CA, is a religious programming and conservative talk
radio broadcaster with integrated business operations including
digital media and publishing. Salem owns and operates 99 local
radio stations (33 FM, 66 AM) in 35 markets. The digital media
business provides digital services including audio and video web
streaming of Christian and conservative themed content as well as
digital marketing services. Salem's publishing business largely
publishes books by conservative authors and offers a
self-publishing service. Edward G. Atsinger III (CEO), Stuart
Epperson (Chairman, and brother-in-law of CEO), Edward C. Atsinger
(son of the CEO), Nancy A. Epperson (Chairman's spouse), and their
trusts own a majority of the economic interest in the company and
have voting control through a dual class share structure with the
remaining shares being widely held. Revenue for the last twelve
months ending Q4 2020 was $236 million. Salem is a publicly traded
company listed on the NASDAQ Global Market (SALM).
The principal methodology used in these ratings was Media Industry
published in June 2017.
SALUS TELEHEALTH: Seeks to Hire Zimmerman Kiser as Legal Counsel
----------------------------------------------------------------
Salus Telehealth, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Zimmerman, Kiser
& Sutcliffe, P.A. as its legal counsel.
The firm will render these services:
(a) advise the Debtor concerning the operation of its business
in compliance with Chapter 11 and orders of the court;
(b) defend any causes of action on behalf of the Debtor;
(c) prepare legal papers;
(d) assist in the formulation of a plan of reorganization and
preparation of a disclosure statement; and
(e) provide all services of a legal nature in the field of
bankruptcy law.
Zimmerman's standard hourly rates are:
Bradley J. Anderson, Esq. $350
Richard B. Webber II, Esq. $425
Associate Attorneys $300
Paraprofessionals $175
Zimmerman is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Bradley J. Anderson, Esq.
Richard B. Webber II, Esq.
Zimmerman, Kiser & Sutcliffe, P.A.
315 E Robinson St. Suite 600
Orlando, FL 32801
Phone: +1 407-425-7010
Email: banderson@zkslawfirm.com
About Salus Telehealth
Salus Telehealth, Inc. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-10026) on
Feb. 18, 2021, listing under $1 million in both assets and
liabilities. Bradley J. Anderson, Esq., at Zimmerman, Kiser &
Sutcliffe, P.A., represents the Debtor as legal counsel.
SEADRILL LIMITED: Taps Haynes and Boone as Conflicts Counsel
------------------------------------------------------------
Seadrill Limited seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Haynes and Boone, LLP as
conflicts counsel.
Haynes and Boone will act as co-counsel with Cravath, Swaine and
Moore LLP, the other firm tapped by Seadrill Limited to handle
conflict matters between the company and certain affiliates,
including Seadrill Partners, LLC, which filed Chapter 11 cases
(Bankr. S.D. Texas Lead Case No. 20-35740) on Dec. 1, 2020.
Haynes and Boone will be paid at the following rates:
Partners $690 - $1,300 per hour
Counsel $495 - $900 per hour
Associates $415 - $700 per hour
Paraprofessionals $132 - $475 per hour
The firm received a retainer in the amount of $200,000.
Charles Beckham, Jr., Esq., a partner at Haynes and Boone,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Beckham disclosed that:
-- Haynes and Boone has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Haynes and Boone used the following hourly rates for its
pre-bankruptcy services:
Partners $690 - $1,300
Counsel $495 - $900
Associates $415 - $700
Paraprofessionals $132 - $475
-- Haynes and Boone has not yet prepared a budget and staffing
plan.
The firm can be reached through:
Charles A. Beckham, Jr., Esq.
Haynes and Boone, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Tel: (713) 547-2000
Fax: (713) 547-2600
About Seadrill Ltd.
Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) --
http://www.seapdrill.com/-- is a deepwater drilling contractor
providing drilling services to the oil and gas industry. As of
March 31, 2018, it had a fleet of over 35 offshore drilling units
that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up
rigs.
On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection
after reaching terms of a reorganization plan that would
restructure $8 billion of funded debt. It emerged from bankruptcy
in July 2018.
Demand for exploration and drilling has fallen further during the
COVID-19 pandemic as oil firms seek to preserve cash, idling more
rigs and leading to additional overcapacity among companies serving
the industry.
In June 2020, Seadrill wrote down the value of its rigs by $1.2
billion and said it planned to scrap 10 rigs. Seadrill said it is
in talks with lenders on a restructuring of its $5.7 billion bank
debt.
Seadrill Partners LLC, a limited liability company formed by
deep-water drilling contractor Seadrill Ltd. to own, operate and
acquire offshore drilling rigs, along with its affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on
Dec. 1, 2020, after its parent company swept one of its bank
accounts to pay disputed management fees. Mohsin Y. Meghji,
authorized signatory, signed the petitions.
On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore
Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2
Limited, and Asia Offshore Rig 3 Limited sought Chapter 11
protection. Seadrill GCC estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code with the Court. The lead case
is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427).
Seadrill Limited disclosed $7.291 billion in assets against $7.193
billion in liabilities as of the bankruptcy filing.
In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for
the Debtors. Houlihan Lokey, Inc., is the financial advisor.
Alvarez & Marsal North America, LLC, is the restructuring advisor.
The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The
law firm of Slaughter and May is co-corporate counsel.
Advokatfirmaet Thommessen AS is serving as Norwegian counsel.
Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk
LLC is the claims agent.
SHAMROCK FINANCE: Seeks to Hire James J. McNulty as Special Counsel
-------------------------------------------------------------------
Shamrock Finance LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire the Law Offices of James
J. McNulty as its special counsel.
The firm will render these services:
a. represent the Debtor in connection with all corporate
matters, including the formulation of a plan of reorganization and
disclosure statement, and their effect on the Debtor's corporate
structure, duties and rights;
b. represent the Debtor in connection with any transactions
and documents necessary or appropriate to close any
debtor-in-possession or exit financing;
c. represent the Debtor in litigation; and
d. provide other legal services requested by the Debtor.
McNulty does not represent an interest adverse to the Debtor's
bankruptcy estate, according to court papers filed by the firm.
The firm can be reached through:
Ryan M. Tradd, Esq.
Law Offices of James J. McNulty
40 Court St., Suite 1150
Boston, MA 02108
Phone: jjm@jjmcnultylaw.com
rtradd@jjmcnultylaw.com
About Shamrock Finance
Shamrock Finance LLC -- https://www.shamrockfinance.com -- is an
auto sales finance company in Ipswich, Mass.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12,
2021. Kevin Devaney, manager, signed the petition. At the time of
the filing, the Debtor had estimated assets of between $1 million
and $10 million and liabilities of between $10 million and $50
million.
Judge Frank J. Bailey oversees the case.
The Debtor tapped Jeffrey D. Sternklar LLC as its bankruptcy
counsel, the Law Offices of James J. McNulty as special counsel,
and Mid-Market Management Group, Inc. as business advisor.
SHAMROCK FINANCE: Taps Mid-Market Management as Business Advisor
----------------------------------------------------------------
Shamrock Finance, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Mid-Market Management
Group, Inc. as its business advisor.
The firm will provide these services:
a. assist in the development and implementation of financial
and operational processes and controls to maximize revenues;
b. assist in the solicitation of financing and investment;
c. assist in the preparation or review of cash flow, balance
sheet and financial statements;
d. negotiate with creditors regarding cash collateral and
credit terms;
e. assist the Debtor in reviewing and analyzing prospective
investment, sale proposals and related services;
f. assist with accounting and accounting system matters;
g. advise the Debtor with respect to the terms and timing of
any transaction associated with its reorganization;
h. assist in preparing any required documents to the extent
that such documents relate to the terms of a transaction;
i. assist in the formulation of a plan of reorganization;
j. assist in the negotiation and implementation of a plan of
reorganization;
k. assist in the development of a business plan;
l. perform valuations of the Debtor's assets or securities;
m. provide expert testimony; and
n. provide other services as directed by the Debtor.
Mid-Market Management Group will be paid at hourly rates as
follows:
Joseph Picano, Managing Director $300 per hour
Will Dewey, Director $250 per hour
Other Professionals $250 - $300 per hour
The firm received a retainer of $15,000.
Joseph Picano disclosed in a court filing that his firm is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joseph Picano
Market Management Group, Inc.
43867 Ludlum Court
Ashburn, VA 20147, US
Phone: (703) 726-2767
Email: jpicano@m-mmg.com
About Shamrock Finance
Shamrock Finance LLC -- https://www.shamrockfinance.com -- is an
auto sales finance company in Ipswich, Mass.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12,
2021. Kevin Devaney, manager, signed the petition. At the time of
the filing, the Debtor had estimated assets of between $1 million
and $10 million and liabilities of between $10 million and $50
million.
Judge Frank J. Bailey oversees the case.
The Debtor tapped Jeffrey D. Sternklar LLC as its bankruptcy
counsel, the Law Offices of James J. McNulty as special counsel,
and Mid-Market Management Group, Inc. as business advisor.
SHELTON BROTHERS: April 15 Hearing on Bid Procedures for All Assets
-------------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts will convene a hearing on April 15, 2021,
at 2:00 p.m., to consider Shelton Brothers, Inc.'s bidding
procedures in connection with the sale of substantially all assets
of Progressive Distribution, LLC, to Michael Merrifield, or his
nominee for $400,000, subject to overbid.
The hearing will be conducted telephonically. Parties may
participate by dialing (888) 363-4734, and entering access code 496
4809 when prompted. Any request for a continuance must be made by
written motion filed and served at least one business day prior to
the hearing date.
The Debtor is responsible for serving a copy of the Notice upon all
parties entitled to notice within two business days; and filing a
certificate of service with respect to the Notice seven days after
the date of issuance. If the hearing date is fewer than seven days
from the date of issuance, the certificate of service must be filed
no later than the time of the hearing. If the Debtor fails to
timely file a certificate of service, the Court may deny the motion
without a hearing.
About Shelton Brothers, Inc.
Shelton Brothers, Inc. is a beer importing and distributing
company
located in Belchertown, Mass. Shelton Brothers filed a voluntary
petition under the provisions of Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 20-30606) on Dec. 18, 2020. In the
petition signed by Daniel W. Shelton, president, the Debtor
disclosed between $1 million to $10 million in both assets and
liabilities.
Judge Elizabeth D. Katz oversees the case.
Andrea M. O'Connor, Esq., at Fitzgerald Attorneys at Law, P.C.,
represents the Debtor as counsel.
SHILOH INDUSTRIES: Court Extends Plan Exclusivity Until April 27
----------------------------------------------------------------
At the behest of the SHL Liquidation Industries Inc., formerly
known as Shiloh Industries, and its affiliates, Judge Laurie Selber
Silverstein of the U.S. Bankruptcy Court for the District of
Delaware extended the periods in which the Debtors may file a plan
through and including April 27, 2021, and to solicit acceptances
through and including June 28, 2021.
The extension will allow the Debtors to continue engaging in
discussions and negotiations with their key stakeholders'
constituencies in order to achieve consensus and ensuring an
efficient exit from the Chapter 11 bankruptcy.
A copy of the Court's Extension Order is available at
https://bit.ly/39sOVSG from primeclerk.com.
About Shiloh Industries
Shiloh Industries, Inc., and its subsidiaries are global innovative
solutions providers focusing on light-weighting technologies that
provide environmental and safety benefits to the mobility markets.
On August 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, an 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.
Judge Laurie Selber Silverstein oversees the case.
The Debtors have tapped Jones Day and Richards, Layton & Finger
P.A. as their legal counsel; Houlihan Lokey Capital Inc. as a
financial advisor, Ernst & Young LLP as restructuring advisor, and
Prime Clerk LLC as claims and noticing agent.
On September 15, 2020, the United States Trustee appointed the
five-member official committee of unsecured creditors. The
committee selected Foley & Lardner LLP as its lead counsel and
Morris James as Delaware counsel.
SHINKUCASI LLC: $275K Sale of Naples Property to Seleika Approved
-----------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Shinkucasi, LLC's sale of the parcel
of property located at 390 35th Avenue NE, in Naples, Florida,
Parcel No. 38506360009, and more fully described as The East 105
feet of Tract 78, Golden Gate Estates Unit No. 36, A subdivision
according to the map or plat thereof, as recorded In Plat Book 7,
Pages 86 and 87, of the Public Records of Collier County, Florida,
to Lilith Sileika for $275,000.
A hearing on the Motion was held on March 24, 2021, at 11:00 a.m.
The sale is in accordance with the terms of the "As Is" Residential
Contract for Sale and Purchase, free and clear of any and all
liens, claims, encumbrances and interests.
The Debtor will be responsible for the Closing Costs as further
detailed in the Contract, including commissions payable to MVP and
the buyer's broker as detailed in the Motion, which will be paid
from the proceeds from the sale at the Closing.
The remainder of the proceeds after payment of the Closing Costs
will be distributed at closing to Wilmington Trust (or its
designee) on account of its lien. The payment received by
Wilmington Trust will be applied to reduce Wilmington Trust's
secured claim. Any disputes as to application of the funds will be
determined by separate order by the Court.
Notwithstanding Bankruptcy Rules 6004(g), 6006(d), and 7062, the
Order is effective and enforceable immediately upon entry and there
is no reason for delay in the implementation of the Order.
Attorney Daniel R. Fogarty is directed to serve a copy of the Order
on interested parties who do not receive service by CM/ECF and to
file a proof of service within three days of entry of the Order.
About Shinkucasi LLC
Shinkucasi LLC sought protection for relief under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10,
2021, listing $500,001 to $1 million in both assets and
liabilities. Daniel R Fogarty, Esq. at Stichter, Riedel, Blain &
Postler, P.A., serves as the Debtor's counsel.
SM ENERGY: Loren Leiker to Retire as Director
---------------------------------------------
Loren M. Leiker is set to retire as a member of SM Energy Company's
Board of Directors.
Mr. Leiker's retirement will take effect upon the adjournment of
the Company's next annual meeting of stockholders scheduled for May
27, 2021. His retirement from the Board is solely due to family
medical reasons and is not a result of any disagreement with the
Company on any matter relating to its operations, policies or
practices.
About SM Energy
SM Energy Company is an independent energy company engaged in the
acquisition, exploration, development, and production of crude oil,
natural gas, and natural gas liquids in the state of Texas.
SM Energy reported a net loss of $764.61 million for the year ended
Dec. 31, 2020, compared to a net loss of $187 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.97
billion in total assets, $583.74 million in total current
liabilities, $2.37 billion in total noncurrent liabilities, and
$2.01 billion in total stockholders' equity.
STEIN MART: Needs to Rework Plan to Wind Down Bankruptcy
--------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Stein Mart Inc. must rework
its plan to wind down in bankruptcy, a judge ruled, siding with a
federal bankruptcy watchdog's argument that the plan wrongly blocks
stakeholders from suing executives and other professionals who
negotiated the retailer's liquidation.
Impaired creditors and other stakeholders can't, without their
permission, be bound by sections of the plan that prevent lawsuits
tied to work on Stein Mart's Chapter 11 case, Judge Jerry A. Funk
of the U.S. Bankruptcy Court for the Middle District of Florida
ruled Monday, March 29, 2021.
Under the plan, the department store chain's creditors had the
chance to opt out of litigation.
About Stein Mart Inc.
Stein Mart, Inc. -- http://www.SteinMart.com/-- was a national
specialty omni off-price retailer offering designer and name-brand
fashion apparel, home decor, accessories, and shoes at everyday
discount prices. The company operated 281 stores across 30
states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million. Judge Jerry A. Funk oversees the cases. The Debtors tapped
Foley & Lardner LLP as their legal counsel, Clear Thinking Group
LLC as a financial advisor, and Stretto as claims and noticing
agent.
STEPS IN HOME: To Seek Plan Confirmation on May 6
-------------------------------------------------
Judge Sean H. Lane has entered an order conditionally approving the
Disclosure Statement of Steps in Home Care, Inc.
A telephonic hearing to consider final approval of the Disclosure
Statement and confirmation of the Plan shall be held on May 6,
2021, at 11:00 a.m. before the Honorable Sean H. Lane, United
States Bankruptcy Judge, Southern District of New York.
To be counted as votes to accept or reject the Plan, all Ballots
must be properly executed, completed and delivered no later than
5:00 p.m., Eastern Time, on April 26, 2021.
Any responses or objections to final approval of the Disclosure
Statement or confirmation of the Plan shall be filed and served no
later than 5:00 p.m. on April 29, 2021.
About Steps in Home Care
Steps in Home Care Inc. is a home health care provider located at 3
Barker Avenue, 2nd Floor, White Plains, New York 10601. It was
founded in 2011 and it has offices in Garden City, New York and
Stamford, Connecticut. The company was owned by Jennifer Baukol
and sister Lisa Wade. It offers home companions, skilled nursing,
basic assistance and concierge services, like driving patients to
their appointments and managing their insurance claims.
On May 1, 2020, Steps in Home Care sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 20-22615) on May 1, 2020. The Debtor was
estimated to have less than $50,000 in assets and liabilities.
Morrison Tenenbaum, PLLC, is the Debtor's counsel.
STERICYCLE INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Stericycle Inc.,
including the 'BB' issuer credit rating, and revised the outlook to
stable from negative.
The stable outlook reflects S&P's view that choppy volumes
pertaining to information destruction and elective medical
procedures caused by COVID-19 should improve, and Stericycle should
still be able to comfortably keep its credit measures appropriate
for the ratings and establish a track record of operating with an
adjusted debt-to-EBITDA ratio of less than 5x.
Major divestitures have been completed and debt leverage is now
quite manageable for the ratings. Since January of 2019, Stericycle
has made eight divestitures--three in 2020--to focus on its core
competencies and enhance profitability, with the intent to use
divestiture proceeds to deleverage the balance sheet. The company
completed the divestiture of its domestic environmental solutions
business on April 6, 2020, for proceeds of $462.5 million. This
excludes health care, hazardous waste, and unused consumer
pharmaceutical take-back services, which the company retains. It
also divested its regulated waste operations in Argentina for $3.9
million on Aug. 3, 2020, and its global product recall business on
Dec. 1, 2020, for $78 million. These divestitures, along with cash
flow generation, allowed the company to reduce its net debt by over
$980 million. At Dec. 31, 2020, Stericycle's adjusted debt to
EBITDA ratio was 4.0x, down from 5.7x the prior year. This is now
well below the 5x figure we cited as at the upper end of tolerable
for the ratings, and should allow for the company to establish a
track record of operating with manageable credit measures.
COVID-19 directly weakened information destruction and medical
waste volumes, but recovery is likely. Stericycle experienced some
challenges in 2020, as its sorted office paper (which is shredded
and recycled into napkins, paper towels, and bathroom tissue)
tonnage delivered decreased over 24% and its average price declined
over 15% to $112/ton. The company's customers also saw the
postponement of elective surgeries and preventive care, which
reduced medical waste container weights and shifted the makeup of
services purchased. These effects from COVID-19 abated through the
course of the year, as the company's RWCS segment's fourth-quarter
organic growth rate of 3.2% (4.9% when excluding the severe
pandemic-driven dip in maritime/cruise-related waste activity)
outpaced the segment's organic growth for the year at 1.7% (2.4%
ex-maritime). However, return-to-office dates and expectations are
not uniform, as vaccination and employment rates can vary. There
could also be some secular/permanent work-from-home trends in
place, and the company will no longer have as positive a tailwind
from COVID-19-related waste, mailback volume, and non-health care
personal protective equipment services. As such, some choppiness in
the company's operations on the path to recovery is possible,
though S&P sees the overall trend line as positive.
Various items will temporarily hurt free cash flow in 2021.
Stericycle is undertaking an enterprise resource planning (ERP)
system initiative, which will call for $105 million to $120 million
of spending in 2021. Of this, $60 million to $65 million will be
accounted for as operating expenses, $15 million to $20 million as
capital expenses, and $30 million to $35 million as expected
ongoing IT operating expenses for running the system after
deployment. It also intends to make $40 million in incentive
compensation payments and $30.2 million on deferred tax payments.
The company's capital spending will rise to $160 million to $180
million in 2021 compared to $119.5 million in 2020. All of these
items will push Stericycle's free cash flow lower this year to what
we believe will be less than $250 million, though management
expects that operating margin expansion will allow it to improve
free cash flow over time to at least $400 million by 2024-2025.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety factors
S&P said, "The stable outlook reflects our view that Stericycle
will keep its credit measures appropriate for the ratings during
the next 12 months. The company has made significant progress in
executing its business transformation plans and reducing its debt,
and it may benefit from better profitability and the new ERP system
in the future. As the global economy re-opens from the pandemic,
medical procedure bookings will increase and information
destruction demand will improve, boosting collection volumes. This
could come in spurts, though, and services and volumes may not snap
back quickly to the same levels as before. We also recognize that
various one-time costs could depress free cash flow generation in
2021. However, given the amount of debt reduction, we see
Stericycle's adjusted debt to EBITDA ratio staying within the 3x-4x
range in the next 12 months with a free cash flow to debt ratio
still staying within the 10%-15% range.
"We could downgrade Stericycle if the expected recovery from the
pandemic stalls or reverses and the company's end markets become
challenged again. We could also lower our ratings if structural
changes or detriments to office employment/SOP generation and
medical waste volumes hamper Stericycle's growth prospects." The
occurrence of such situations over the next 12 months could cause
the company's adjusted debt to EBITDA ratio to rise above 5x with
no clear prospects for improvement.
When compared to other companies with modestly higher ratings,
Stericycle's operational scale is a fair bit smaller, and it has
not yet achieved nor maintained strong enough credit measures to
counteract that relative disadvantage. Still, S&P could upgrade
Stericycle if it continues to enhance and develop consistency
regarding profitability and free cash flow generation, and improves
its credit measures. This could be indicated by a debt to EBITDA
ratio that is consistently nearer to 3x and a free operating cash
flow to debt ratio that is continually near or at 15%. Management
would also need to abide by prudent financial policies needed to
keep the ratios from straying away from those levels.
STOP & GO: Asks May 7 Extension for Plan and Disclosures
--------------------------------------------------------
Stop & Go Airport Shuttle Service, Inc., moves the Bankruptcy Court
to extend the time to file a plan and disclosure statement.
In seeking the extension, the Debtor said it is in the process of
preparing a plan and disclosure statement that will propose payment
of secured creditors in full, with interest; priority tax claims
within the statutory period, with interest; and a dividend to
general unsecured creditors.
The Debtor requires a short extension of time to complete financial
documentation for a disclosure statement to accompany its Plan.
The Debtor will be able to file a Plan within 30 days.
The Debtor prays that the time within which he must file a plan and
disclosure statement be extended to May 7, 2021.
About Stop & Go Airport Shuttle Service
Stop & Go Airport Shuttle Service, Inc. sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 20-17814) on Sept. 29, 2020, listing under $1 million in
both assets and liabilities. Judge Donald R. Cassling oversees the
case. David P. Lloyd, Ltd. is the Debtor's legal counsel.
SUNCOR ENERGY: Moody's Upgrades Senior Unsecured Notes From Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded Suncor Energy Ventures
Corporation's (SEV) senior unsecured notes rating to Baa3 from Ba1.
The outlook was changed to positive from stable. The Ba1 corporate
family rating and Ba1-PD probability of default rating were
withdrawn.
"The upgrade primarily reflects the improving leverage at Suncor
Energy Ventures through a combination of debt reduction and
increasing cash flow", said Paresh Chari, Moody's analyst. "The
upgrade also reflects the increased operational efficiency and
integration with Suncor Energy with the start-up of the
bi-directional pipelines and Suncor taking operatorship of Syncrude
at the end of 2021."
Upgrades:
Issuer: Athabasca Oil Sands Investments Inc.
Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
from Ba1
Issuer: Suncor Energy Ventures Corporation
Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1
(LGD4)
Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
from Ba1 (LGD4)
Outlook Actions:
Issuer: Athabasca Oil Sands Investments Inc.
Outlook, Changed To Positive From Stable
Issuer: Suncor Energy Ventures Corporation
Outlook, Changed To Positive From Stable
Withdrawals:
Issuer: Suncor Energy Ventures Corporation
Corporate Family Rating, Withdrawn , previously rated Ba1
Probability of Default Rating, Withdrawn , previously rated
Ba1-PD
RATINGS RATIONALE
Suncor Energy Ventures Corporation's Baa3 rating benefits from 1)
significant improvement in credit metrics, with leverage declining
to 1x and 0.5x, in 2021 and 2022; 2) its ownership by Suncor Energy
Inc. (Suncor, Baa1 stable); 3) long-lived (about 12 years of proved
developed reserves), low decline mining oil sands reserves with no
geologic or exploration risk; and 4) 100% synthetic crude oil
production, which trades near WTI pricing. SEV is challenged by 1)
its single asset concentration; 2) its existing high cost structure
which is expected to improve in 2022; and 3) history of reliability
issues with its ageing upgrader.
SEV will have adequate liquidity through 2021. At September 30,
2020, SEV had C$28 million in cash and no committed credit
facilities. Through 2021 Moody's expect SEV to generate breakeven
free cash flow. Moody's expect any SEV cash shortfalls would be
funded by Suncor. SEV's next maturity is a US$182 million note due
2022.
The positive outlook reflects our expectation that credit metrics
will significantly improve and that operational efficiency will
improve through closer integration with Suncor.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded when Suncor takes operatorship of
Syncrude, if SEV maintains debt/EBITDA below 1x (2.4x at 9/30/2020
LTM), and if production remains above 100,000 boe/d.
The ratings could be downgraded if debt/EBITDA remains above 2x
(2.4x at 9/30/2020 LTM), there is an expectation of weaker
integration with Suncor, or if there is a sustained drop in
production.
Suncor Energy Ventures Corporation is based in Calgary, Alberta,
and owns a 36.74% working interest in the Syncrude oil sands mining
and upgrading joint venture. It is wholly-owned by Suncor Energy
Inc., which owns an additional 22% of Syncrude directly.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
TANGO DELTA: Unsec. Creditors to Recover 100% in CPC Trustee Plan
-----------------------------------------------------------------
J. Patrick Lowe, the Chapter 7 Trustee for the Bankruptcy Estate of
Dickinson of San Antonio, Inc., d/b/a Career Point College, has
filed a proposed PLan of Liquidation for Tango Delta Financial
Inc.
The Plan contemplates that Lowe-Trustee will subordinate the claims
asserted on behalf of Dickinson of San Antonio, Inc. d/b/a Career
Point College ("CPC") to the claims of all other general unsecured
creditors, except those claims asserted by TRD and the Duoos
Parties. Lowe-Trustee is willing to undertake this voluntary
subordination of claims, which will allow for payment in full of
Class 2 General Unsecured Claims, in exchange for the right to
proceed with the Lowe-Duoos Adversary in the Texas Bankruptcy
Court. The Plan further provides for the payment of all
administrative claims in full and the abatement of the Warren-Duoos
Adversary until the conclusion of the Lowe-Duoos Adversary.
One of the primary purposes behind the Plan is dealing with the
cost of litigation against the Duoos Parties. As proposed, this
Plan shifts the cost of pursuing the Duoos Parties to the CPC
Bankruptcy Estate. In agreeing to subordinate the claims of the
CPC Bankruptcy Estate and pursue the Lowe-Duoos Adversary on a
contingency fee basis, Lowe-Trustee is simply recognizing the
economic reality that once all Class 2 General Unsecured Claims are
paid in full and the only party with a stake in the outcome of the
litigation against the Duoos Parties is the CPC Bankruptcy Estate.
It also adopts economic efficiency, because a plan presented by
either the Debtor or Warren-Trustee, would likely diminish the
recovery to all creditors as the payment of administrative expenses
paid to Warrant-Trustee's law firm would be on an hourly basis.
The Plan meets the goal of cutting litigation expenses by allowing
Lowe-Trustee to proceed with the litigation against the Duoos
Parties on a contingency fee basis, while still allowing for full
payment to the Holders of Class 2 General Unsecured Claims.
A copy of the Disclosure Statement is available at
https://bit.ly/3fvJZ3p
Legal Counsel of the Lowe-Trustee:
Scott A. Stichter (FBN 0710679)
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison Street, Suite 200
Tampa, Florida 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
E-mail: sstichter@srbp.com
Randall A. Pulman
Thomas Rice
PULMAN, CAPPUCCIO & PULLEN, LLP
2161 NW Military Highway, Suite 400
San Antonio, Texas 78213
www.pulmanlaw.com
Tel: (210) 222-9494
Fax: (210) 892-1610
E-mail: rpulman@pulmanlaw.com
trice@pulmanlaw.com
About Tango Delta Financial
Tango Delta Financial Inc., formerly doing business as American
Student Financial Group Inc. (ASFG), is a Sarasota, Fla.-based
company that buys student loans for investment purposes.
On May 11, 2020, Tango Delta sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03672). Tango
Delta President Timothy R. Duoos signed the petition. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range.
Judge Catherine Peek Mcewen oversees the case.
The debtor is represented by Cole & Cole Law, P.A. Jeffrey W.
Warren was appointed as Debtor's Chapter 11 trustee. The trustee
is represented by Bush Ross, P.A.
TASEKO MINES: Court of Appeal Decides in Favor of Florence Copper
-----------------------------------------------------------------
Taseko Mines Limited reported that the Arizona Court of Appeals on
March 23 confirmed all aspects of the Superior Court of Arizona's
(lower court) 2019 decision in favor of Florence Copper, rejected
every argument made by the Town of Florence's lawyers in their
appeal of the lower court's ruling, upheld Florence Copper's right
to mine its private property within the Town, and confirmed the
awarding of $1.7 million in legal fees and costs to Florence
Copper.
"We are certainly happy with the appellate court decision which
draws to a close all outstanding litigation brought by the Town,"
Stuart McDonald, president of Taseko, said. "While it is the
outcome we expected, the closure this decision brings is important
for not only for the Company, but for all those who benefit from
the social and economic contribution we are making to the region."
The decision marks the latest in a series of important milestones:
* The legal challenges initiated by previous Town Councils have
run their course with every decision in Florence Copper's
favor.
* One of the two key permits necessary for commercial
operations
has been granted by the Arizona Department of Environmental
Quality, and the federal Environmental Protection Agency is
taking the final steps required to issue the second key
operating permit.
* The success of the recent bond offering means capital
requirements for commercial production are in hand.
* Final design and engineering of the commercial in-situ
production facility as well as procurement of certain critical
components is underway.
About Taseko
Taseko Mines Limited -- http://www.tasekomines.com-- is a mining
company focused on the operation and development of mines in North
America. Headquartered in Vancouver, Taseko operates the
state-of-the-art Gibraltar Mine, the second largest copper mine in
Canada.
* * *
As reported by the TCR on Aug. 31, 2020, Moody's Investors Service
revised the rating outlook for Taseko Mines Limited to stable from
negative. "The outlook revision to stable reflects our expectation
the company will generate marginally positive free cash flow as
copper prices have strengthened," said Jamie Koutsoukis, Moody's
Vice President, Senior Analyst.
In March 2020, S&P Global Ratings lowered its ratings on Taseko
Mines Ltd., including its issuer credit rating (ICR) on the
company, to 'CCC+' from 'B-'. "The downgrade reflects our view of
the heightened risk to Taseko's liquidity position. In December
2020, S&P Global Ratings revised its outlook on Taseko Mines Ltd.
to positive from negative and affirmed its ratings on the company,
including its 'CCC+' issuer credit rating on Taseko.
TEMBLOR PETROLEUM: Court Extends Plan Exclusivity Thru April 17
---------------------------------------------------------------
At the behest of Debtor Temblor Petroleum Company, LLC, Judge
Jennifer E. Niemann of the U.S. Bankruptcy Court for the Eastern
District of California extended the periods in which the Debtor
may:
(i) file a Second Amended Disclosure Statement and Second Amended
Plan of Liquidation by April 17, 2021;
(ii) schedule a hearing on approval of the Second Amended
Disclosure Statement for May 06, 2021, at 10:00 a.m.; and
(iii) any Objections to approval of the Second Amended Disclosure
Statement may be filed and served no later than April 30, 2021.
The Debtor will use the additional time to decide how it should
proceed in its Chapter 11 case.
A copy of the Court's Extension Order is available at
https://bit.ly/2PHHPCK from PacerMonitor.com.
About Temblor Petroleum Company
Temblor Petroleum Company, LLC, is part of the oil and gas
exploration and production industry. It is based in Bakersfield,
Calif.
Temblor Petroleum Company filed a Chapter 11 petition (Bankr. E.D.
Cal. Case No. 20-11367) on April 9, 2020. In its petition, the
Debtor disclosed $12,688,376 in assets and $12,198,911 in
liabilities. Philip Bell, the managing member, signed the
petition.
The Honorable Jennifer E. Niemann presides over the case replaced
Judge Fredrick E. Clement who previously oversees the case.
The Law Offices of Leonard K. Welsh serves as the Debtor's
bankruptcy counsel.
TENTLOGIX INC: Wants Private Sales of Goods, Generators & AC Units
------------------------------------------------------------------
Tentlogix Inc. asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the private sales of the soft
goods, generators and air conditioning units free and clear of any
liens.
Exhibit A is a list of the Assets from the last inventory conducted
in January 2020.
The Debtor still has the Assets in its inventory. It desires to
sell them to bring funds into the estate to be used for operations
since the assets are no longer in service. In addition, the Debtor
desires to reduce its warehouse space where the soft goods,
generators and air conditioning units are being stored.
The Debtor desires to sell these assets by way of private sales to
non-insider third parties. Prior to the case, the Debtor was in
discussion with various parties to purchase these assets and the
Debtor intends to contact these entities to determine whether these
entities are still interested in purchasing same. Due to the
extensive inventory but minimal value of each item, the Debtor
files the Motion to request approval prior to contacting
prospective purchasers as it has concerns that if a purchaser has
to wait for Court approval to purchase inventory, the sale may fall
through due to the potential purchaser's loss of interest. It
respectfully asks for the entry of an order authorizing the sale of
the assets to the respective purchasers.
Since prospective purchasers have not yet been identified, the
Debtor asks authority to sell these assets at the prices listed in
Exhibit A. In the event the offers obtained are less than what is
contained in Exhibit A, the Debtor will come back before the Court
to request authority to sell at the lower price. After the sale of
the assets is complete, the Debtor will file a Report of Sale with
the Court.
A copy of the Exhibit A is available at https://tinyurl.com/t93ze2
from PacerMonitor.com free of charge.
About Tentlogix Inc.
Tentlogix Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 20-22971) on Nov. 27, 2020. Gary Hendry, chief
executive officer, signed the petition.
At the time of the filing, the Debtor disclosed $3,135,866 in
assets and $10,689,420 in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Kelley, Fulton & Kaplan, P.L. as its legal
counsel and Carr Riggs & Ingram as its accountant.
TIMBERLINE FOUR: Seeks to Hire Sheehan & Associates as Counsel
--------------------------------------------------------------
Timberline Four Seasons Utilities, Inc. seeks approval from the
U.S. Bankruptcy Court for the Northern District of Western Virginia
to hire Sheehan & Associates, PLLC as its legal counsel.
The firm will render these services:
(a) advise the Debtor regarding its powers and duties, assist
in the administration of the Debtor' estate,and prepare a plan of
reorganization;
(b) prepare pleadings;
(c) represent the Debtor at hearings;
(d) investigate and institute any proceedings relating to
transactions between the Debtor and his creditors; and
(e) perform other legal services necessary to administer the
Debtor's Chapter 11 case.
The firm's attorneys will charge a fee of $400 per hour.
The retainer fee is $13,738,which included the filing fee of
$1,738.
Martin Sheehan, Esq., a partner at Sheehan & Associates, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Sheehan & Associates can be reached at:
Martin P. Sheehan, Esq.
Sheehan & Associates, PLLC
1 Community St., Ste 200
Wheeling WV 26003
Tel: (304) 232-1064
Fax: (304) 232-1066 FAX
Email: SheehanBankruptcy@WVDSL.net
About Timberline Four Seasons Utilities
Timberline Four Seasons Utilities, Inc. sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va.
Case No. 21-00125) on March 11, 2021, listing under $1 million in
both assets and liabilities. Martin P. Sheehan, Esq., at Sheehan &
Associates, PLLC, represents the Debtor as legal counsel.
TOWNSQUARE MEDIA: S&P Affirms 'B' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based radio broadcaster Townsquare Media Inc. S&P has also
affirmed its 'B' issue-level rating on its senior secured notes.
S&P said, "The stable outlook reflects our expectation that the
company will continue to recover from the coronavirus-related
recession in broadcast radio advertising, maintain free operating
cash flow (FOCF) to debt of more than 5% annually, and reduce its
leverage to the 6x-7x range in 2021.
"We believe Oaktree's exit increases the potential for a sustained
improvement in the company's leverage. In March 2021, Townsquare
elected to repurchase all of Oaktree's holdings in the company for
upfront cash proceeds of $80.4 million, as well as $4.5 million of
additional cash that it will pay out in four installments through
2021. We anticipate the absence of Oaktree's ownership could lead
to an improvement in Townsquare's credit metrics because we believe
it is less likely the company will undertake the large dividend
recapitalization transactions and other outsize shareholder returns
we view as more prevalent at financial-sponsor owned companies. In
addition, we believe Townsquare will maintain its prudent risk
management because it has committed to reducing its medium-term net
leverage to the low 4x area and has eliminated its quarterly
dividend.
"We expect Townsquare's leverage to decline to the 6x-7x range in
2021. The company ended 2020 with leverage of 8.8x, which compares
with leverage of 5.4x as of the end of 2019, due to the decline in
broadcast radio advertising stemming from the pandemic-induced
recession. As broadcast advertising revenue continues to recover
this year, we expect Townsquare to reduce its leverage to the 6x-7x
range and operate with run-rate leverage similar to its
pre-pandemic levels. Despite the spike in its leverage, the
company's FOCF remained positive throughout the pandemic on a
trailing 12-month basis and we expect its FOCF to debt to stay
above 5% in 2021. Townsquare's recent refinancing of its senior
secured term loan due 2022 and senior unsecured notes due 2023 with
its new $550 million 6.875% senior secured notes due 2026 greatly
reduced its refinancing risk over the next few years. In addition,
it increased the company's weighted average maturity, to 5 years
from 2.5 years, providing it with ample time to reduce its leverage
to a more normal level. However, we note that Townsquare will not
benefit from the $16 million of political ad revenue it earned in
2020, which will slightly dampen the improvement in its credit
metrics this year.
"Townsquare generates more revenue from its digital offerings than
many of its peers, which partially offsets its exposure to
broadcast radio advertising. We expect the company's digital
revenue to account for 40%-50% of its total revenue in 2021, which
compares with approximately 44% in 2020. Townsquare's higher
proportion of digital revenue differentiates it from its pure-play
broadcast peers (such as Beasley and Hubbard) because it provides
the company with a buffer against the secular decline in, and
cyclicality of, broadcast radio advertising. Specifically, the
company's digital revenue enabled it to offset some of the downturn
in its broadcast radio advertising in 2020 and we expect it to
continue to cushion its results against any delays in the recovery
of broadcast radio advertising. This was reflected by the increase
in the revenue from Townsquare's digital marketing solutions
business, Townsquare Interactive, which rose by 14.4% in 2020.
Also, the company reported an 11% increase in the revenue from its
digital programmatic advertising platform, Townsquare Ignite, and
we expect it to continue to expand each of its digital segments in
2021.
"The stable outlook reflects our expectation that Townsquare will
continue to recover from the coronavirus-related advertising
recession by generating FOCF to debt of more than 5% annually and
reducing its leverage to the 6x-7x range in 2021."
S&P could lower its rating on Townsquare if:
-- The recovery from the pandemic-related recession in broadcast
advertising is less robust than expected such that S&P believes its
leverage will remain above 7x on a sustained basis; and
-- Its FOCF to debt falls below 5% annually.
S&P could raise its rating on Townsquare if:
-- S&P forecasts it will improve its leverage below 5x and expect
management to commit to maintaining leverage at this level; and
-- The company continues to expand its digital businesses with
limited margin dilution.
TRI MECHANICAL: May 10 Hearing on Disclosure and Plan
-----------------------------------------------------
Judge Benjamin Goldgar has entered an order that the hearing on the
adequacy of the disclosure statement and confirmation of the plan
of Tri Mechanical, LLC, will take place on May 10, 2021, at 10:00
a.m. and will be conducted via Zoom for Government video
conferencing.
On or before April 2, 2021, the Trustee must mail the disclosure
statement and plan, a ballot conforming to Official Form 14, and a
copy of this order to all creditors, the U.S. Trustee, and all
other parties in interest.
April 30, 2021, is the last day for filing written acceptances or
rejections of the Plan.
April 30, 2021, is the last day for filing and serving written
objections to the adequacy of the disclosure statement or to
confirmation of the plan.
The Trustee must file a ballot report under Local Rule 3018-1 on or
before May 3, 2021.
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 Oct. 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.
TRI-STAR LOGGING: Hopes to Reach Plan Deal With TCF
---------------------------------------------------
Pursuant to the Court's directive at the March 15, 2021 hearing on
Tristar Logging, Inc.'s Disclosure Statement and by agreement of
TriStar and TCF National Bank ("TCF"), TriStar filed an Addendum to
provides its creditors and parties in interest additional
disclosures regarding those matters referenced in TCF's Disclosure
Objection.
TriStar hopes to reach a negotiated resolution with TCF, which may
take any number of forms -- a higher distribution on its claim to
account for the required treatment of TCF's claim; possible
settlement of the litigation with TriStar's insiders; potential
replacement or other liens on unencumbered post-petition TriStar or
TriStar insider assets including but not limited to the TriStar
Shop; and TCF's possible election to have its claim treated under
1111(b)(2).
Through some combination of the foregoing, TriStar's obligations to
TCF would continue to be secured, quantified at an amount both
achievable and acceptable to TriStar and TCF, and would be
structured in a way to maximize the assurance to TCF that TriStar
fully intends to consummate the Plan to completion and make the
distributions provided therein timely, and in full.
Attorneys for Debtor TriStar Logging, Inc.:
Joseph E. Cotterman (Bar No. 013800)
Kortney K. Otten (Bar No. 032128)
GALLAGHER & KENNEDY, P.A.
2575 East Camelback Road
Phoenix, Arizona 85016-9225
Telephone: (602) 530-8000
Facsimile: (602) 530-8500
E-mail: joe.cotterman@gknet.com
kortney.otten@gknet.com
bkdocket@gknet.com
About Tri-Star Logging
Tri-Star Logging, Inc., based in Snowflake, Arizona, is primarily
engaged in the business of logging and forestry operations in the
area.
Tri-Star Logging filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 20-01565) on Feb. 14, 2020. In the petition signed by Kevin
Reidhead, chief financial officer, the Debtor was estimated to have
$1 million to $10 million in assets and $10 million to $50 million
in liabilities. Joseph E. Cotterman, Esq., at Gallagher & Kennedy,
P.A., is the Debtor's bankruptcy counsel.
TRI-STATE SPORTS: Unsecureds to be Paid in Full in Plan
-------------------------------------------------------
Tri-State Sports, LLC, submitted a Plan and a Disclosure
Statement.
Since the filing of the bankruptcy, the Debtor has worked on the
renovations and has rented out the properties. Currently, the
Debtor generates $6,300 per month for rents. However, one of the
properties, 4529 Wichita is currently not rented. The Debtor hopes
to complete repairs on this property and get it rented in the near
future.
The Debtor owns 4 rental properties in Fort Worth, Texas. The
value of the assets of the Debtor if liquidated would not cover the
secured tax creditors. The Debtor believes there is very little
likelihood of any dividend to the unsecured creditors in the event
of a liquidation of the assets of the Debtor.
Class 6 Claimant (Allowed Claims of Unsecured Creditors) are
impaired and shall be satisfied as follows: The Allowed Claims of
Unsecured Creditors which shall share pro rata in a monthly payment
of $100 commencing on the Effective Date until paid in full on
their allowed claims.
The Debtor anticipates the continued operations of the business and
the rentals from the properties to fund the Plan.
Attorneys for the Debtor:
Eric A. Liepins
ERIC A. LIEPINS, P.C.
12770 Coit Road
Suite 850
Dallas, Texas 75251
Ph. (972) 991-5591
Fax (972) 991-5788
A copy of the Disclosure Statement is available at
https://bit.ly/3cCUCj1 from PacerMonitor.com.
About Tri-State Sports Entertainment
Tri-State Sports Entertainment, Inc., sought protection under
Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No.
20-42675) on August 25, 2020, disclosing under $1 million in both
assets and liabilities. Eric A. Liepins, Esq. represents the
Debtor as counsel.
TTK INVESTMENT: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: TTK Investment LLC
DBA Management Impact LLC
207 Shore Road
Somers Point, NJ 08244
Business Description: TTK Investment LLC is primarily engaged in
renting and leasing real estate properties.
The Company is the owner of fee simple
titles to ten properties located in New
Jersey having a total comparable sale value
of $1.92 million.
Chapter 11 Petition Date: March 31, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-12659
Debtor's Counsel: Maureen P. Steady, Esq.
KURTZMAN | STEADY, LLC
2 Kings Highway West
Suite 102
Haddonfield, NJ 08033
Tel: (856) 428-1060
Fax: (609) 482-8011
Email: steady@kurtzmansteady.com
Total Assets: $1,924,380
Total Liabilities: $1,782,755
The petition was signed by Emily K. Vu, sole member.
A copy of the petition containing, among other items, a list of the
Debtor's six unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/C33JPWI/TTK_Investment_LLC__njbke-21-12659__0001.0.pdf?mcid=tGE4TAMA
TUMBLEWEED TINY HOUSE: Seeks to Hire Gerard Fox as Special Counsel
------------------------------------------------------------------
Tumbleweed Tiny House Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire Gerard Fox
Law, P.C. as special counsel.
The Debtor requires legal assistance to investigate potential
claims against FreedomRoads Holding Company, LLC and several others
and, if necessary, to pursue the claims in a non-bankruptcy forum.
The claims stemmed from an agreement under which the Debtor
borrowed a significant amount of money from FreedomRoads for an
expansion project recommended by Marcus Lemonis, the host of CNBC's
The Profit. After Mr. Lemonis allegedly failed to hold up his end
of the bargain, the deal eventually fell apart and the Debtor was
left with significant debt without any of the anticipated
benefits.
The Debtor will pay Fox a contingency fee under the following
structure:
i. 20 percent of the net recovery if the matter settles
without Fox having to initiate litigation.
ii. 40 percent of net recovery if Fox initiated litigation
against the adverse parties. This contingency stake may be
decreased by a pro rata amount based on any attorney's fees and
costs the Debtor pays to Fox (not including the initial $10,000 fee
deposit).
iii. Fox will cover the incidental costs and expenses incurred
during the representation which will reduce the amount of any net
recovery to the Debtor. The Debtor will be responsible for any
significant costs of litigation.
Lauren Greene, Esq., a partner at Gerard Greene, disclosed in a
court filing that the firm does not hold or represent any interest
adverse to the Debtor and its bankruptcy estate.
The firm can be reached through:
Lauren Greene, Esq.
Gerard Fox Law, P.C.
1880 Century Park E #1410
Los Angeles, CA 90067
Phone: (310) 441-0521 / (310) 441-0500
Email: info@gerardfoxlaw.com
About Tumbleweed Tiny House Company
Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house
RVs, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time
of the filing, the Debtor estimated between $500,000 and $1 million
in assets and between $1 million and $10 million in liabilities.
Judge Kimberley H. Tyson oversees the case.
Wadsworth Garber Warner Conrardy, P.C.and Gerard Fox Law, P.C.
serve as the Debtor's bankruptcy counsel and special counsel,
respectively. Stockman Kast Ryan + Company is the Debtor's
accountant.
US SILICA: S&P Raises ICR to 'B-' on Stronger Performance
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S. Silica
to 'B-' from 'CCC+' and its issue-level rating on its $1.28 billion
senior secured term loan due 2025 to 'B-' from 'CCC+'.
The stable outlook reflects S&P's view that the company will
maintain sufficient liquidity to cover its required spending needs
over the next 12 months while maintaining adjusted debt to EBITDA
of about 6.5x and EBITDA interest coverage of 2.5x.
S&P said, "We no longer believe U.S. Silica's capital structure is
unsustainable. The company's $1.28 billion term loan due 2025 is
now trading much closer to par at about 95% (up from approximately
40% a year ago). Its stock price has also risen by over 100% due to
its focus on more stable industrial end markets and the rebound in
oil and gas industry fundamentals. We believe U.S. Silica also has
sufficient debt service coverage ratios with EBITDA interest
coverage of more than 2x. Furthermore, its nearest maturity is in
2023 when its $100 million revolver matures. Because of these
factors, we believe the likelihood of a payment default or
distressed exchange has declined.
"U.S. Silica now derives about 65% of its EBITDA from stable
industrial end markets, up from 40% a year ago. We now expect the
company to derive about 65% of its 2021 EBITDA from its
higher-margin industrial and specialty sand segment, which compares
with about 40% in 2020. U.S. Silica expanded its ISP segment with a
pipeline of industrial products that span a variety of end markets,
including building products, filtration, chemicals, and glass. The
conditions in these end markets track broader economic conditions
and provide it with a steadier earnings baseline relative to the
broader and more volatile energy end markets. We expect that the
bulk of U.S. Silica's capital spending will be directed toward
these products as it focuses on growing this business while
maintaining its oil and gas capacity in line with demand."
More favorable macroeconomic expectations will likely help the
company maintain the recent improvements in its credit measures.
Due to significant OPEC and Russian supply cuts and global stimulus
policies that have improved demand and the overall economic
outlook, oil prices have rebounded strongly. These factors led S&P
Global Ratings to revise its price assumptions for West Texas
Intermediate (WTI) crude oil price to $57 per barrel for the rest
of 2021 and $53 per barrel in 2022, which compares with our prior
expectation of $45 a barrel for 2021. S&P also expects U.S. GDP to
expand by 6.5% in 2021 and 3.1% in 2022, up from 4.2% and 3.0%,
respectively, previously.
S&P said, "We expect U.S. Silica's oil and gas segment to benefit
from the improved oil and gas prices. In addition, we anticipate
that the frac sand industry as a whole will be more disciplined
with its volume and pricing such that the levels of supply and
demand become more closely aligned. This is due to the significant
in-basin supply that could come back online if prices increase
enough to outweigh the costs associated with restarting idled
facilities. We also expect its industrial segment to benefit from
GDP growth, an increase in housing starts, and lower unemployment
rates. We expect U.S. Silica's costs to increase as it works to
expand its business following the significant cost reductions it
implemented in 2020--including a 50% cut to its selling, general,
and administrative (SG&A) expenses--which will cause its EBITDA
margins to decline somewhat, though we expect them to remain above
20%.
"The stable outlook on U.S. Silica reflects our view that it will
maintain sufficient liquidity to cover its required spending needs
over the next 12 months. This is supported by our forecast for an
expansion in both of its segments on improving industry and
macroeconomic conditions. We also expect the company to maintain
adjusted debt to EBITDA of about 6.5x, which we view as high but
sustainable, and EBITDA interest coverage of 2.5x over the next 12
months."
S&P could lower its ratings on U.S. Silica over the next 12 months
if its macroeconomic conditions are far weaker than its base-case
assumptions such that:
-- Its EBITDA interest coverage declines below 1.5x; and
-- S&P comes to believe its financial commitments are
unsustainable as its leverage approaches 10x.
S&P could raise its ratings on U.S. Silica over the next 12 months
if it addresses its sizeable upcoming debt maturities and improves
its debt to EBITDA below 5x, which could occur if:
-- Its oil and gas segment rebound and its industrial segment
expands at a faster rate than we currently anticipate; and
-- The company uses its excess cash to repay debt or complete a
proactive refinancing.
USA PARTS: 262 Industrial Buying Kearneysville Property for $750K
-----------------------------------------------------------------
U.S.A. Parts Supply, Cadillac U.S.A. and Oldsmobile U.S.A. Limited
Partnership ask the U.S. Bankruptcy Court for the Northern District
of West Virginia to authorize the sale of the real property located
at 261 Industrial Blvd., in Kearneysville, West Virginia, legally
described as Lot No. 8, Bardane Industrial Park, located in
Jefferson County, West Virginia, together with a Leaseback, to 261
Industrial Boulevard, LLC, for $750,000, subject to higher and
better offers.
The Debtor owns the Property. The current assessment of the
Property is $810,600.
United Bank holds a First Deed of Trust on the Property. Ricky and
Patricia Smith hold a judgment lien against the Property. The
Debtor proposes to sell the Property free and clear of liens, after
paying in full the secured claims of United Bank and The Smiths.
The Purchase Agreement for Sale of Real Property provides for the
sales price of $750,000. Under the Agreement, the Purchaser is
required to deposit earnest of $10,000 with the Debtor's counsel.
No real estate commissions will be payable under the Purchase
Agreement.
In an effort to identify the highest and best value for its assets,
the Debtor proposes to subject the transaction to higher and better
offers pursuant to the Bidding Procedures.
By the Motion, the Debtor asks authority, pursuant to 11 U.S.C.
Sections 363(b) and 363(f), to sell, assign, transfer, convey, and
deliver the Property free and clear of all liens, claims, charges,
encumbrances or interests, subject to higher or better offers,
after payment in full of the secured claims of United Bank and The
Smiths.
The Debtor further asks approval to pay, from the proceeds of the
sale at closing, (a) the secured liens of United Bank and The
Smiths, (b) to any tax authority an amount sufficient to satisfy
any tax lien against the Property (prorated to the date of
closing), and (c) closing costs pursuant to the Purchase Agreement
and customary relating to the sale of commercial real estate within
the State of West Virginia and the County of Jefferson.
It asks authorization to take all necessary and reasonable actions
to consummate the sale in accordance with the Purchase Agreement.
Because the sale price under the Purchase Agreement represents the
full market value of the Property, and no real estate commissions
are payable in connection with the sale, the Debtor is no longer
attempting to market the Property to other prospective purchasers.
Nonetheless, the Debtor understands that the Purchase Agreement is
subject to timely higher and better offers from third parties and
notice of the Motion and the hearing thereon advises that the Court
will entertain higher and better offers, as reflected in the
proposed Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 5:00 p.m. (ET) on the date of the sale
b. Initial Bid: All Bids, either in gross or the aggregate of
all Individual Bids, must propose a purchase price that is not less
than $5,000 more than the Purchaser's offer as set forth in the
Agreement.
c. Deposit: $10,000
d. Auction: If an Auction is held, it will be conducted on
(TBD) 2021, at 1:00 p.m. (ET) at the offices of Briel PC, 115 W.
Congress St., Charles Town, West Virginia 25414.
e. Bid Increments: Not less than $2,000
A copy of the Agreement and the Bidding Procedures is available at
https://tinyurl.com/33y5t4cr from PacerMonitor.com free of charge.
The Purchaser:
261 INDUSTRIAL BOULEVARD, LLC
c/o Michael L. Oxman, Trustee
Trust and the SEA 2010 Irrevocable Trust
36963 Charles Town Pike
Hillsboro, VA 20132
The Purchaser is represented by:
Mark Nelis, Esq.
196 North 21st Street
Purcellville, VA 20132-3077
Telephone: (540) 338-5843
Facsimile: (540) 338-3702
About U.S.A. Parts Supply
U.S.A. Parts Supply, Cadillac U.S.A. and Oldsmobile U.S.A. LP
(formerly doing business as Cadillac U.S.A. Parts Supply LP) is an
auto parts supplier in Kearneysville, W. Va.
U.S.A. Parts Supply filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 20-00241) on March
22, 2020. The petition was signed by Michael Cannan, sole
shareholder and officer of general partner CUSAPS, Inc. At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.
James P. Campbell, Esq. at Campbell Flannery, P.C., is the
Debtor's
legal counsel.
VINE ENERGY: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Vine
Energy Inc. and Vine Energy Holdings LLC. At the same time, S&P
assigned its 'B-' issue-level and '4' recovery ratings to the
company's proposed senior unsecured notes. The '4' recovery rating
indicates its expectation for average (30%-50%; rounded estimate:
35%) recovery of principal in the event of a default.
S&P also raised our issuer credit rating on Vine Oil & Gas to 'B-'
from 'CCC+', with a stable outlook.
S&P said, "The stable outlook reflects our view that Vine Energy
will maintain funds from operations (FFO) to debt of about 40% and
debt to EBITDA of about 2x over the next two years and generate
positive free operating cash flow, while maintaining adequate
liquidity.
"Our ratings on Vine Energy reflect its participation in the
capital-intensive and highly cyclical oil and gas E&P industry,
modest scale of operations with concentration in the Haynesville
Shale in northern Louisiana, and dry natural gas-focused reserves
and production, which tend to be less profitable than oil. Despite
our expectation that the company will have moderate credit metrics
in the next two years, our view of the financial risk profile is
constrained by its majority ownership by private equity sponsor
Blackstone."
Vine Energy's assets consist of 126,000 net acres in the
Haynesville Shale of north Louisiana, which includes assets from
the merger of Vine Oil & Gas L.P. and Brix Oil & Gas L.P. (both of
which are Blackstone-owned entities). Pro forma for the merger, the
company had about 3.2 trillion cubic feet of gas equivalent of
proved reserves as of year-end 2020, and average production of
about 944 one million cubic feet of natural gas equivalent per day
(mmcfe/d) in the fourth quarter of 2020. Nevertheless, only about
20% of Vine's reserve base is classified as developed, so the
company will need to make significant investments to develop its
proved undeveloped reserves.
S&P said, "Vine Energy, through its subsidiary Vine Oil and Gas
L.P., has established a good operational record, and we believe
there is low execution risk related to the merger with Brix, as
Brix's assets were already largely operated by Vine Oil & Gas L.P.
The Haynesville also benefits from extensive gathering and
transportation infrastructure and proximity to the Gulf Coast,
which supports premium price realizations. Finally, with cash
operating costs of about 55 cents per mcfe, the company's costs
compare favorably with gas-weighted peers. Still, we believe Vine's
profitability will continue to lag behind that of its oil-weighted
peers, given our expectation that oil will continue to price at a
premium to natural gas.
"Our view of Vine Energy's financial risk profile reflects the
company's financial sponsor ownership, due to the risk of the
sponsor adding leverage to maximize shareholder returns. Pro forma
for the recent IPO, we estimate private equity sponsor Blackstone
owns about 70% of the company. The merger with Brix, which had low
leverage, as well as the $325 million proceeds from the IPO, have
helped the company reduce debt, and we now forecast debt to EBITDA
of about 2x for the next couple of years. The company intends to
focus on free cash flow generation, while keeping production
broadly flat. Vine Energy has also about 80% of its expected 2021
production and about 60% of its 2022 production hedged at about
$2.55/ million British thermal units (mmBtu), which should help
buffer the impact of potentially unfavorable natural-gas prices. We
expect the company to continue its active hedging policy.
"The stable outlook on Vine reflects our expectation that the
company will maintain FFO to debt of about 40% and debt to EBITDA
of about 2x over the next two years and generate positive free cash
flow, while maintaining adequate liquidity.
"We could lower the ratings if we view the company's capital
structure as unsustainable, with FFO to debt falling below 12%,
which would most likely occur because of lower commodity prices
leading to a decline in profitability, or if management pursues a
more aggressive spending plan or financial policy.
"We could raise the ratings if we reassess the company's financial
policy. This would most likely occur if the company delivers on its
plan to generate positive free cash flow on a sustained basis,
while maintaining debt to EBITDA below 2x and adequate liquidity,
or if the company is no longer controlled by a financial sponsor."
WATERVILLE-MONCLOVA: Hearing Held on Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio held a
hearing March 31, 2021, on the request of Waterville-Monclova
Properties, LLC for authority to use cash collateral and set
adequate protection payment.
The Court directed the parties to submit "AE for interim use of
cash collateral pending further hearing."
The Court set a Section 1188 status conference for May 11 at 11:30
a.m. EDT.
The Debtor said it requires immediate authority to use the cash
collateral to fund day-to-day operations and ultimately put forth a
viable plan.
Specifically, the Debtor requires the use of cash collateral for
the payment of the operating expenses included in a budget. The
expenses in the Budget are reasonable and necessary business
expenses which must be paid in order to maintain and preserve its
assets and to continue the operation of its business.
The parties with an interest in cash collateral are the 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 between Industrial Repair and
Manufacturing, Inc., as borrower, and the First Security Bank of
Nevada, as lender. This loan was taken on or around October 14,
2014. The FSBN Loan was 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 or around 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, 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) IRM Express, LLC; and (4) William and
Peggy Toedter. William and Peggy Toedter, whether jointly or
individually, have sole ownership of each of the said business
entities, as well as the Debtor.
All of the above 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 U.S. Bankruptcy Code.
To secure the FSBN Loan, FSBN was granted a mortgage against the
Debtor's Main Street Property. Said mortgage was recorded on
October 21, 2014, in the Recorder's Office for Fulton County, Ohio
and is designated instrument number 201400225951. In addition, to
secure the FSBN Loan, an assignment of rents was provided to FSBN
with respect to the Main Street Property.
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 or around February 5, 2015. The BSB Loan was
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 or around 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.
These parties are also liable on the BSB Loan: (1) ULD Logistics,
LLC; (2) Industrial Repair; (3) BSL Transport Leasing, Inc.; (4)
IRM Express, LLC; and (5) William and Peggy Toedter.
To secure the BSB Loan, BSB was granted a mortgage against the Main
Street Property.
In addition, to secure the BSB Loan, BSB was granted a mortgage
against the Waterville-Monclova Property.
The Debtor intends to sell the Waterville-Monclova Property.
As to FSBN, the Debtor proposed 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) Except with Court approval, and upon notice being provided
to FSBN, the Debtor, with respect to the Main Street Property,
shall operate within the 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
United States 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.
(c) FSBN will be granted a post-petition perfected security
interest under section 361(2) of the Bankruptcy Code 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. Any
protection afforded to FSBN under the paragraph will be subject to
any action brought by any party-in-interest, including the Debtor,
pursuant to Chapter 5 of the U.S. Bankruptcy Code.
As to BSB, the Debtor proposes these adequate protection as for its
use of Cash Collateral:
(a) With respect to the Main Street Property, the Debtor will
make no payments to BSB based on the fact that any interest held by
FSB in the Main Street Property, including cash collateral, is
second in right to the interest held by FSBN in the Main Street
Property, including its cash collateral, and that based upon the
amount presently due on the FSBN Loan, and the value of the Main
Street Property, any interest claimed by BSB in the Main Street
Property, including its cash collateral, is not a secured claim for
purposes of 11 U.S.C. section 506(a).
(b) Except with Court approval, and upon notice being provided
to BSB, the Debtor, with respect to the Waterville-Monclova
Property, will operate within the Budget.
(c) BSB will be granted a post-petition perfected security
interest under section 361(2) of the Bankruptcy Code 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) The Debtor will maintain insurance on all its Properties
in amount which is customarily appropriate for the nature of the
Properties.
(b) 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/2QJAvan from PacerMonitor.com.
About Waterville-Monclova Properties, LLC
Waterville-Monclova Properties, LLC is an active and operating Ohio
Limited Liability Company. It was formed in 2006. The Debtor's
business operations consist of holding and renting certain real
property.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30508) on March 26,
2021. In the petition signed by Peggy Toedter, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Eric R. Neuman at DILLER & RICE is the Debtor's counsel.
Patricia B. Fugee has been appointed as Subchapter V Trustee.
WILLCO X DEVELOPMENT: Unsecureds Will be Paid in Full With Interest
-------------------------------------------------------------------
Willco X Development, LLLP, submitted an Amended Chapter 11 Plan
and a corresponding Disclosure Statement.
The Debtor's real property is located at 14275 Lincoln Street,
Thornton, Colorado, Adams County. The real and personal property
has an appraised value of $25 million.
Upon confirmation of the Plan, the Reorganized Debtor will
implement its Plan as follows:
(a) Upon entry of the Confirmation Order, the Estate's Assets
shall be transferred to the Reorganized Debtor.
(b) The Reorganized Debtor will operate its business following
entry of the Confirmation Order.
(c) The Reorganized Debtor will adequately and properly maintain
its Real and Personal Property.
The Plan treats claims as follows:
* Class 2. Independent Bank. Class 2 is impaired under the Plan.
The Class 2 creditor, Independent Bank, shall retain its lien
securing its claim to the same extent and in the same priority as
its pre-petition lien and shall be paid by the Class 2 creditor
receiving two new Promissory Notes totaling the full amount of the
Class 2 creditor's secured claim owing to Independent Bank as of
the Confirmation Date. The new Promissory Notes require monthly
principal and interest based on a 25-year amortization schedule and
a per annum interest of 4.25%. The new Notes will mature 30 months
after the Confirmation Date with a balloon payment of all
indebtedness owing to the Class 2 creditor on the 30th month
following the Confirmation Date.
* Classes 3 through 18. Mechanics Lien Claim Creditors. Classes
3 through 18 consist of the Debtor's Mechanics Lien Claim
Creditors. Classes 3 through 18 are impaired under the Debtor's
Plan. The Class 3 through 18 creditors will be paid their allowed
claims and shall retain their respective liens to the same extent
and in the same priority as their Pre-Petition lines and receiving
monthly pro-rata payments of cash plus interest at the state
statutory rate of interest amortized over a period of 120 months
with the first such monthly payment due on the Effective Date and
continuing monthly thereafter for an additional 119 monthly
pro-rata payments.
* Class 19. Allowed Unsecured Claims. Class 19 is impaired under
the Plan. The holders of allowed unsecured claims in Class 19 will
be paid the allowed amount of their unsecured claims plus interest
at the current Federal Judgment Interest Rate from Debtor's Net
After Tax Cash Flow with the first payment commencing six months
following the establishment of a Working Capital Reserve of
$250,000 and continuing every six months thereafter until paid in
full.
* Class 20. Hilton Franchise Holdings, LLC. Class 20 consists of
the claim of Hilton Franchise Holdings, LLC. Class 20 is impaired
under the Plan. The Debtor will make ongoing monthly payments to
the Class 20 creditor as required by the terms of the Franchise
Agreement. The Debtor calculates the amount of the default with the
Class 20 creditor to be $169,314, which results in 24 monthly
payments of $7,055.
* Class 21. Johnny's Italian Restaurant. Class 21 consists of
the claim of Johnny's Italian Restaurant. Class 21 is impaired
under the Plan. The Debtor will make ongoing monthly payments to
the Class 21 creditor as required by the terms of the Franchise
Agreement. The Debtor calculates the amount of the default with
the Class 21 creditor to be $46,375, which results in 24 monthly
payments of $1,932.30.
* Class 22. Spirit Hospitality, LLC. Class 22 consists of the
claim of Spirit Hospitality, LLC. Class 22 is impaired under the
Plan. The Debtor will make ongoing monthly payments to the Class
22 creditor as required by the terms of the Franchise Agreement.
The Debtor calculates the amount of the default with the Class 22
creditor to be $153,069.77, which results in 24 monthly payments of
$6,378.
Counsel for the Debtor:
Jeffrey A. Weinman
WEINMAN & ASSOCIATES, P.C.
730 17th Street, Suite 240
Denver, CO 80202-3506
Telephone: (303) 572-1010
Facsimile: (303) 572-1011
E-mail: jweinman@weinmanpc.com
A copy of the Disclosure Statement is available at
https://bit.ly/3m94Tq0 from PacerMonitor.com.
About Willco X Development
Willco X Development, LLLP, operator of the Hilton Garden Inn of
Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities as of the
bankruptcy filing.
Judge Thomas B. Mcnamara oversees the case.
Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the
Debtor's legal counsel.
WW INTERNATIONAL: Moody's Rates New First Lien Debt 'Ba3'
---------------------------------------------------------
Moody's Investors Service, Inc. affirmed WW International, Inc.'s
(""WW", dba "Weight Watchers") credit ratings, including its Ba3
corporate family rating and Ba3-PD probability of default rating.
WW's SGL1 speculative grade liquidity rating remains unchanged,
reflecting the weight-management-services provider's very good
liquidity. Moody's also assigned Ba3 instrument ratings to WW's new
first-lien debt, which includes a $175 million revolving credit
facility, and a term loan and senior secured notes that, combined,
sum to approximately $1,500 million. Proceeds from the term loan
and notes, plus balance sheet cash, will be used to refinance an
existing, $1,209 million first-lien term loan and $300 million of
existing, high-coupon unsecured notes, and to pay $40 million of
transaction fees.
Upon closing of the proposed transaction, Moody's will withdraw the
instrument ratings on all of WW's existing debt.
Issuer: WW International, Inc.
Affirmations:
Probability of default rating, affirmed Ba3-PD
Corporate family rating, affirmed Ba3
Assignments:
First-lien, senior secured revolving credit facility, expiring
2026, assigned Ba3 (LGD3)
First-lien, senior secured term loan, maturing 2028, assigned Ba3
(LGD3)
First-lien, senior secured notes, maturing 2029, assigned Ba3
(LGD3)
Outlook is stable.
RATINGS RATIONALE
WW's refinancing will save the company some $15 million in annual
cash interest expense and push out maturities of its debt. The move
provides credit support during a challenging operating environment
as WW manages through the accelerated transition, driven by the
COVID-19 pandemic, to an almost fully digitally-based weight loss
and wellness subscription platform.
Because of social distancing restrictions, in-person (or studio)
subscribers were cut in half in 2020 relative to 2019, while
lower-revenue, but higher-margin digital subscribers grew by 24%
over the year. Total subscribers reached an all-time year-end high
of 4.4 million. The net result was a modest drop in annual revenue
and, because of substantial transition costs, a steeper drop in
EBITDA. Because of the shifting revenue mix, Moody's expects no top
line improvement in 2021, while EBITDA margins should stabilize,
leading to Moody's-adjusted debt-to-EBITDA leverage of between 4.5
and 5.0 times by the end of 2021, a bit high for the Ba3 CFR. WW's
ratings are supported by very good liquidity, market leading scale
and high brand recognition. The weight management services industry
is competitive, and Moody's anticipates consumer preferences will
continue to evolve and could drive subscriber and revenue
volatility. Although WW has a history of boom and bust cycles, it
has repeatedly adapted to the technological and diet trend changes
it has faced in the past.
The SGL-1 rating reflects WW's very good liquidity profile. Cash
balances for the last several quarters have averaged close to $200
million, and stood at $166 million at the end of 2020. Moody's
expects free cash flow to be subdued in 2021, representing
upper-single-digit percentages of debt, similar to 2020's level,
and a bit weak for WW's CFR. Given Moody's expectations for sales
and margin growth by 2022, cash could build to very healthy levels.
As it has in the past, however, the company may use cash to prepay
debt in an effort to attain its long-term net leverage target of
3.5 times. The company has full availability under its $175 million
revolver, which, given the strong cash balances, Moody's expects
will remain unused.
Moody's stable outlook for WW reflects expectations for a
resumption to revenue growth in 2022 and leverage moderating
towards the low 4.0-times range by then. Moody's also expects
continued very good liquidity from moderate free cash flow and
sustained high cash balances.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a ratings upgrade if Moody's expect
sustained revenue growth with lower volatility; if Moody's-adjusted
debt-to-EBITDA remains below 3.5 times, and if the company
demonstrates a commitment to balanced financial policies.
A downgrade may result if Moody's expects revenue to fall by more
than mid-single-digit percentages in 2021, leading to
Moody's-adjusted leverage sustained above 5.0 times, or if Moody's
expect free cash flow to fall below 10% as a percentage of debt for
a prolonged period (i.e., beyond 2021)
Headquartered in New York, NY, WW International, Inc. (aka Weight
Watchers or WW) is a provider of weight management services.
Moody's expects 2021 revenue of just over $1.3 billion. Weight
Watchers is registered on the Nasdaq Stock Market under the symbol
WW.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 80X3 Corp.
Bankr. C.D. Cal. Case No. 21-10489
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/WM4KQMQ/80X3__cacbke-21-10489__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen L. Burton, Esq.
STEPHEN L. BURTON
E-mail: steveburtonlaw@aol.com
In re BAIC
Bankr. C.D. Cal. Case No. 21-10503
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/BLETMIA/BAIC__cacbke-21-10503__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael E. Plotkin, Esq.
MICHAEL E. PLOTKIN, ATTORNEY AT LAW
E-mail: mepesq@earthlink.net
In re Restorenations, Inc.
Bankr. C.D. Cal. Case No. 21-10501
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/IFCECUA/Restorenations_Inc__cacbke-21-10501__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael E. Plotkin, Esq.
MICHAEL E. PLOTKIN, ATTORNEY AT LAW
E-mail: mepesq@earthlink.net
In re Tupelo Wood LLC
Bankr. C.D. Cal. Case No. 21-10759
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/MRAV2PA/Tupelo_Wood_LLC__cacbke-21-10759__0001.0.pdf?mcid=tGE4TAMA
represented by: Randolph L. Neel, Esq.
NEEL LAW GROUP, APC
E-mail: meel@neellawgroup.com
In re Vali Kermani-Arab and Pari Farhang Kermani
Bankr. C.D. Cal. Case No. 21-10495
Chapter 11 Petition filed March 24, 2021
In re Orlando J. Spado
Bankr. S.D. Fla. Case No. 21-12736
Chapter 11 Petition filed March 24, 2021
represented by: Kathleen DiSanto, Esq.
BUSH ROSS, P.A.
Email: kdisanto@bushross.com
In re Anand Chaturvedi
Bankr. N.D. Ga. Case No. 21-52428
Chapter 11 Petition filed March 24, 2021
represented by: Michael Robl, Esq.
In re Let's Talk Therapy LLC
Bankr. N.D. Ga. Case No. 21-52421
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/G5G7D7A/LETS_TALK_THERAPY_LLC__ganbke-21-52421__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth Mitchell, Esq.
GIDDENS, MITCHELL & ASSOCIATES P.C.
E-mail: gmapclaw1@gmail.com
In re Watford City Lodging, LLC
Bankr. S.D.N.Y. Case No. 21-22164
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/EAZ2M6I/Watford_City_Lodging_LLC__nysbke-21-22164__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
E-mail: charles@freshstartesq.com
In re GUD Cafe, LLC dba Tropical Smoothie Cafe
Bankr. E.D. Pa. Case No. 21-10747
Chapter 11 Petition filed March 24, 2021
See
https://www.pacermonitor.com/view/NMWZCGY/GUD_Cafe_LLC_dba_Tropical_Smoothie__paebke-21-10747__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul S. Peters III, Esq.
THE PETERS FIRM, PLLC
E-mail: ppeters@thepetersfirm.com
In re Michael D. Levitz
Bankr. E.D. Wash. Case No. 21-00389
Chapter 11 Petition filed March 24, 2021
In re Han Sok Kim and Seung Hee Kim
Bankr. C.D. Cal. Case No. 21-12426
Chapter 11 Petition filed March 25, 2021
represented by: Anthony Egbase, Esq.
In re Serendipity Home Decor LLC
Bankr. E.D. Cal. Case No. 21-21057
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/6HBWAWI/Serendipity_Home_Decor_LLC__caebke-21-21057__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
E-mail: sreynolds@lr-law.net
In re Donald J. Schroeder and Deirdre C. Schroeder
Bankr. M.D. Fla. Case No. 21-00707
Chapter 11 Petition filed March 25, 2021
represented by: Jason Burgess, Esq.
In re Kristi Gaskins Wright
Bankr. M.D. Fla. Case No. 21-01403
Chapter 11 Petition filed March 25, 2021
represented by: Richard Perry, Esq.
In re Capitol Fleet Corp
Bankr. N.D. Ga. Case No. 21-52465
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/ZHO7OEA/Capitol_Fleet_Corp__ganbke-21-52465__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas T. McClendon, Esq.
JONES & WALDEN, LLC
E-mail: tmcclendon@joneswalden.com
In re Eugenio Valle Valle
Bankr. N.D. Ga. Case No. 21-20325
Chapter 11 Petition filed March 25, 2021
represented by: William A. Rountree, Esq.
ROUNTREE LEITMAN & KLEIN, LLC
In re Line Martin
Bankr. N.D. Ga. Case No. 21-52457
Chapter 11 Petition filed March 25, 2021
In re Landscape Consultants, Inc.
Bankr. N.D. Ill. Case No. 21-03864
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/DLKSJEI/Landscape_Consultants_Inc__ilnbke-21-03864__0001.0.pdf?mcid=tGE4TAMA
represented by: Harold D. Israel, Esq.
LEVENFELD PEARLSTEIN, LLC
E-mail: hisrael@lplegal.com
In re Rusthoven Enterprises LLC
Bankr. N.D. Ill. Case No. 21-03863
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/DPCRSVY/Rusthoven_Enterprises_LLC__ilnbke-21-03863__0001.0.pdf?mcid=tGE4TAMA
represented by: Harold D. Israel, Esq.
LEVENFELD PEARLSTEIN, LLC
E-mail: hisrael@lplegal.com
In re Mt. Tom Companies, Inc.
Bankr. D. Mass. Case No. 21-30091
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/GWD5UOI/Mt_Tom_Companies_Inc__mabke-21-30091__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan R. Goldsmith, Esq.
GOLDSMITH, KATZ & ARGENIO, P.C.
E-mail: info@gkalawfirmlaw.com
In re Reiff A. Lorenz
Bankr. S.D. Ohio Case No. 21-30453
Chapter 11 Petition filed March 25, 2021
represented by: Denis Blasius, Esq.
In re Varner Brothers LLC
Bankr. E.D. Tenn. Case No. 21-10626
Chapter 11 Petition filed March 25, 2021
See
https://www.pacermonitor.com/view/QGUJDVI/Varner_Brothers_LLC__tnebke-21-10626__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard L. Banks, Esq.
RICHARD BANKS & ASSOCIATES, P.C.
E-mail: rbanks@rbankslawfirm.com
In re Philip A. Lamb
Bankr. D. Ariz. Case No. 21-02177
Chapter 11 Petition filed March 26, 2021
represented by: Warren Stapleton, Esq.
OSBORN MALEDON, P.A.
E-mail: wstapleton@omlaw.com
In re Garson Beryl Silvers
Bankr. C.D. Cal. Case No. 21-12446
Chapter 11 Petition filed March 26, 2021
represented by: Eric Bensamochan, Esq.
In re Melvin Thomas Marquez
Bankr. D. Colo. Case No. 21-11458
Chapter 11 Petition filed March 26, 2021
represented by: David Rich, Esq.
BUECHLER LAW OFFICE, L.L.C.
Email: dave@kjblawoffice.com
In re David G. Hellweg
Bankr. M.D. Fla. Case No. 21-01416
Chapter 11 Petition filed March 26, 2021
represented by: Mary A. Joyner, Esq.
In re Harry Beck Greenhouse
Bankr. S.D. Fla. Case No. 21-12844
Chapter 11 Petition filed March 26, 2021
represented by: Robert Charbonneau, Esq.
In re Uriel Espinoza Ibarra
Bankr. N.D. Ga. Case No. 21-52496
Chapter 11 Petition filed March 26, 2021
represented by: Cameron McCord, Esq.
In re Marcio A. Vasconcelos
Bankr. D. Mass. Case No. 21-40220
Chapter 11 Petition filed March 26, 2021
represented by: George Nader, Esq.
RILEY & DEVER, PC
In re Susanna Ankrah
Bankr. D.N.J. Case No. 21-12492
Chapter 11 Petition filed March 26, 2021
represented by: Scott Pyfer, Esq.
In re Spiros Dimas
Bankr. E.D.N.Y. Case No. 21-40776
Chapter 11 Petition filed March 26, 2021
represented by: Lawrence Morrison, Esq.
In re WOC 80 Dekalb Garage LLC
Bankr. E.D.N.Y. Case No. 21-40779
Chapter 11 Petition filed March 26, 2021
See
https://www.pacermonitor.com/view/4TBV4KY/WOC_80_Dekalb_Garage_LLC__nyebke-21-40779__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re Avroham Spira
Bankr. S.D.N.Y. Case No. 21-22172
Chapter 11 Petition filed March 26, 2021
represented by: Michael Koplen, Esq.
In re Home Technical Services LLC
Bankr. N.D. Ohio Case No. 21-11044
Chapter 11 Petition filed March 26, 2021
See
https://www.pacermonitor.com/view/IJASE2Y/Home_Technical_Services_LLC__ohnbke-21-11044__0001.0.pdf?mcid=tGE4TAMA
represented by: Bruce W. McClain, Esq.
E-mail: bmcclain@brucewmcclain.com
In re Cody Wayne Kevan and Jennifer Marie Kevan
Bankr. D.S.C. Case No. 21-40080
Chapter 11 Petition filed March 26, 2021
represented by: Clair Gerry, Esq.
In re John William McDill, Jr.
Bankr. D.S.C. Case No. 21-00857
Chapter 11 Petition filed March 26, 2021
represented by: William Harrison Penn, Esq.
MCCARTHY, REYNOLDS & PENN, LLC
In re Daniel James McInnis and Jennifer Jo McInnis
Bankr. S.D. Tex. Case No. 21-31053
Chapter 11 Petition filed March 26, 2021
represented by: Donald Wyatt, Esq.
In re Paul Gregory Palma
Bankr. W.D. Va. Case No. 21-50165
Chapter 11 Petition filed March 26, 2021
represented by: H. Cox, Esq.
In re Paradigm Property Enhancements, Inc.
Bankr. N.D. Ohio Case No. 21-11070
Chapter 11 Petition filed March 27, 2021
See
https://www.pacermonitor.com/view/7CNYSRY/Paradigm_Property_Enhancements__ohnbke-21-11070__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard H. Nemeth, Esq.
NEMETH & ASSOCIATES, LLC
E-mail: mail@ohbklaw.com
In re Mystic Wine & Spirits, Inc.
Bankr. S.D. Fla. Case No. 21-12894
Chapter 11 Petition filed March 29, 2021
See
https://www.pacermonitor.com/view/RIQ3IOQ/Mystic_Wine__Spirits_Inc__flsbke-21-12894__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey N. Schatzman, Esq.
SCHATZMAN & SCHATZMAN, P.A.
E-mail: jschatzman@schatzmanlaw.com
In re Terry J. Lemons DDS, PC
Bankr. N.D. Ga. Case No. 21-20344
Chapter 11 Petition filed March 29, 2021
See
https://www.pacermonitor.com/view/WKLWQ4I/Terry_J_Lemons_DDS_PC__ganbke-21-20344__0001.0.pdf?mcid=tGE4TAMA
represented by: Benjamin R. Keck, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
E-mail: swenger@rlklawfirm.com
In re Sahar P Montalvo and Lacy J Montalvo
Bankr. S.D. Ind. Case No. 21-01235
Chapter 11 Petition filed March 29, 2021
represented by: KC Cohen, Esq.
In re Celtic Construction, LLC
Bankr. N.D. Ohio Case No. 21-11075
Chapter 11 Petition filed March 29, 2021
See
https://www.pacermonitor.com/view/4BQ3RGA/Celtic_Construction_LLC__ohnbke-21-11075__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan P. Blakely, Esq.
JONATHAN P. BLAKELY, ESQ.
E-mail: jblakelylaw@windstream.net
In re Vaughn Environmental Services, Inc.
Bankr. M.D. Pa. Case No. 21-00656
Chapter 11 Petition filed March 29, 2021
See
https://www.pacermonitor.com/view/HPHTLBY/Vaughn_Environmental_Services__pambke-21-00656__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin J. Petak, Esq.
SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC
E-mail: kpetak@spencecuster.com
In re Martina R Ortega
Bankr. C.D. Cal. Case No. 21-12567
Chapter 11 Petition filed March 30, 2021
represented by: Michael Berger, Esq.
In re Brian King Zebrowski
Bankr. M.D. Fla. Case No. 21-01518
Chapter 11 Petition filed March 30, 2021
represented by: Buddy D. Ford, Esq.
In re Frank Mark Yost
Bankr. D. Minn. Case No. 21-30482
Chapter 11 Petition filed March 30, 2021
represented by: Paul Bucher, Esq.
In re Geneva Village Retirement Community Ltd.
Bankr. N.D. Ohio Case No. 21-50498
Chapter 11 Petition filed March 30, 2021
See
https://www.pacermonitor.com/view/BHEFFMI/Geneva_Village_Retirement_Community__ohnbke-21-50498__0001.0.pdf?mcid=tGE4TAMA
represented by: Anthony J. DeGirolamo, Esq.
ANTHONY J. DEGIROLAMO, ATTORNEY AT LAW
E-mail: tony@ajdlaw7-11.com
In re Geneva Village Retirement Community LLC
Bankr. N.D. Ohio Case No. 21-50498
Chapter 11 Petition filed March 30, 2021
See
https://www.pacermonitor.com/view/2BSIULA/Geneva_Village_Retirement_Community__ohnbke-21-50499__0001.0.pdf?mcid=tGE4TAMA
represented by: Anthony J. DeGirolamo, Esq.
ANTHONY J. DEGIROLAMO, ATTORNEY AT LAW
E-mail: tony@ajdlaw7-11.com
In re Laural J. Schaberg, MSN, ARNP, PS
Bankr. W.D. Wash. Case No. 21-40541
Chapter 11 Petition filed March 30, 2021
See
https://www.pacermonitor.com/view/AZB7UEA/Laural_J_Schaberg_MSN_ARNP_PS__wawbke-21-40541__0001.0.pdf?mcid=tGE4TAMA
represented by: Larry B Feinstein, Esq.
LARRY B FEINSTEIN, PS
E-mail: 1947feinstein@gmail.com
*********
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
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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
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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