/raid1/www/Hosts/bankrupt/TCR_Public/210407.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 7, 2021, Vol. 25, No. 96
Headlines
2374 VILLAGE: TIAA Commercial Opposes Plan & Disclosures
4YL DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
560 LIBERTY: Seeks Approval to Hire Ira Spiegel as Accountant
560 LIBERTY: Seeks to Hire Stacey Reeves as Bankruptcy Attorney
ACI WORLDWIDE: Egan-Jones Keeps B+ Senior Unsecured Ratings
ADT SECURITY: Egan-Jones Keeps B- Senior Unsecured Ratings
AE HOTEL: U.S. Trustee Unable to Appoint Committee
AECOM: Baa3 Rating to New Term Loan No Impact on Moody's Ba2 CFR
AES CORPORATION: Egan-Jones Keeps BB Senior Unsecured Ratings
AFFORDABLE RECOVERY HOUSING: Unsecureds Will Recover $138K in Plan
ANASTASIA INTERMEDIATE: Fitch Affirms 'CCC' LongTerm IDR
APACHE CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings
APTOS CANADA: Moody's Raises CFR to B3 & Alters Outlook to Stable
ARMAOS PROPERTY: Wins Cash Collateral Access Thru April 30
AVEANNA HEALTHCARE: IPO Filing No Impact on Moody's B3 CFR
AYRO INC: Incurs $10.7 Million Net Loss in 2020
B&G FOODS: Egan-Jones Keeps B+ Senior Unsecured Ratings
BARETTA INC: Seeks to Hire Ledbetter Law as Legal Counsel
BAYTEX ENERGY: Egan-Jones Keeps CC Senior Unsecured Ratings
BEE COUNTY: Court OKs Deal on Cash Collateral Access Thru April 16
BENSON PROPERTY: Seeks to Hire Grasmeier Business as Accountant
BERNARD L. MADOFF: Investors Take Ponzi Profits Fight to High Court
BGC PARTNERS: Egan-Jones Keeps BB+ LC Senior Unsecured Rating
BLINK CHARGING: Widens Net Loss to $17.8 Million in 2020
BLUE DOLPHIN: Swings to $14.5 Million Net Loss in 2020
BOY SCOUTS OF AMERICA: Claimants Say Plan Disclosures Inadequate
BRIAN WITZER: Wins Cash Collateral Access
BROOKDALE SENIOR: Egan-Jones Keeps CC Senior Unsecured Ratings
BROWNIE'S MARINE: Incurs $1.3 Million Net Loss in 2020
CABOT OIL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
CANCER GENETICS: Incurs $8 Million Net Loss in 2020
CASTEX ENERGY: April 12 Hearing on Disclosure Statement
CASTEX ENERGY: Gets Court Green Light to Use Cash Collateral
CBL & ASSOCIATES: Wins Cash Collateral Access on Final Basis
CENTURY ALUMINUM: Moody's Hikes CFR to B3 & Rates $250M Notes Caa1
CHENIERE ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings
CINEMARK HOLDINGS: Egan-Jones Keeps CCC- Senior Unsecured Ratings
CLEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings
CLEVELAND-CLIFFS: Egan-Jones Keeps B Senior Unsecured Ratings
CM WIND: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
COGENT COMMUNICATIONS: Egan-Jones Keeps B Senior Unsecured Ratings
COLLECTED GROUP: Hits Chapter 11 With KKR-Backed Plan
CPM HOLDINGS: Moody's Raises CFR to B3 on Improved Profitability
CYPRUS MINES: Fights Push to Overhaul Tort Claimants' Committee
DECO ENTERPRISES: Fine-Tunes Plan; June 2 Plan Confirmation
DONUT HOUSE: Wins Cash Collateral Access Thru April 13
ECHOSTAR CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
ENPRO INDUSTRIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
EOG RESOURCES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
EVEN STEVENS: Unsecured Creditors to Get 8% of Equity in Plan
EVERGREEN DEVELOPMENT: April 28 Hearing on Disclosure Statement
EXPO CONSTRUCTION: May 3 Hearing on Disclosure Statement
F&O SCARSDALE: Court Approves Disclosure Statement
FANSTEEL INC: Seeks to Recoup $25 Mil. Hazardous Cleanup Costs
GENCANNA GLOBAL: Files 5 Suits for $1.7-Mil. Unpaid Products
GLOBAL NV: Seeks to Hire Jon B. Clarke as Legal Counsel
GRAHAM HOLDINGS: Egan-Jones Keeps BB+ Senior Unsecured Ratings
GREENSILL CAPITAL: Seeks Competing Bids for Its Finacity Unit
GRIDDY ENERGY: U.S. Trustee Appoints Creditors' Committee
GROM SOCIAL: Delays Filing of 2020 Annual Report
HARSCO CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
HERITAGE CHRISTIAN: Lender Seeks to Prohibit Cash Collateral Use
HERMELL PRODUCTS: Wins Cash Collateral Access Thru April 15
HERTZ GLOBAL: New Chapter 11 Plan Gives Nothing to Shareholders
HFZ KIK 30TH: Eastdil Secured to Hold Auction on April 23
HILMORE LLC: Case Summary & 2 Unsecured Creditors
HOUGHTON MIFFLIN: Moody's Upgrades CFR to B3 on Earnings Recovery
HUNTS POINT: Parties to File Disclosures and Plan by April 16
ICAN BENEFIT: Wins Cash Collateral Access
ICONIX BRAND: Lowers Net Loss to $2.9 Million in 2020
II-VI INCORPORATED: Egan-Jones Keeps B+ Senior Unsecured Ratings
INFINERA CORPORATION: Egan-Jones Keeps CC Senior Unsecured Ratings
INPIXON: Incurs $29.2 Million Net Loss in 2020
INTELLIPHARMACEUTICS INT'L: Incurs $3.4M Net Loss in Fiscal 2020
ISLET SCIENCES: Unsecureds Will Receive 1.5% of New Equity in Plan
ISTAR INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
JOHN KNOX VILLAGE: Fitch Assigns 'BB+' Issuer Default Rating
KAYA HOLDINGS: Swings to $12.3 Million Net Loss in 2020
LINKMEYER KROGER: Lawrenceburg City Says Disclosures Inadequate
LINKMEYER PROPERTIES: City Opposes Disclosures, Seeks Dismissal
LSI CORPORATION: Egan-Jones Keeps BB+ Senior Unsecured Ratings
MACK-CALI REALTY: Egan-Jones Keeps BB- Senior Unsecured Ratings
MALLINCKRODT PLC: Court Approves Exec. Bonuses Up to $35 Million
MAPLE LEAF: Has Deal on Interim Cash Collateral Access
MARTIN CARPENTER'S: Seeks to Hire Elevate Accounting Solutions
MFA FINANCIAL: Egan-Jones Lowers Senior Unsecured Ratings to B+
MGIC INVESTMENT: Egan-Jones Keeps BB+ Senior Unsecured Ratings
MOBITV INC: Committee Hires Fox Rothschild as Legal Counsel
NATIONAL RIFLE ASSOCIATION: NY AG Says Ch.11 Filed in 'Bad Faith'
NATIONAL RIFLE: LaPierre Using Ch. 11 to Evade Probe, Says NYAG
NEKTAR THERAPEUTICS: Egan-Jones Lowers Sr. Unsec. Ratings to CCC-
NEONODE INC: Appoints Fredrik Nihlen as Chief Financial Officer
NET ELEMENT: Posts $5.9 Million Net Loss in 2020
NIR WEST COAST: Seeks Cash Collateral Access Thru June 30
NRG ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
NXT ENERGY: Swings to C$6 Million Net Loss in 2020
OCWEN FINANCIAL: Egan-Jones Keeps CCC Senior Unsecured Ratings
OGE ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
OMNIQ CORP: Posts $11.3 Million Net Loss in 2020
OPTIMIZED LEASING: Hearing on Plan Disclosures Continued to May 20
ORGANON & CO: Moody's Assigns Ba2 Rating to New Sr. Secured Notes
OUTFRONT MEDIA: Egan-Jones Lowers Senior Unsecured Ratings to CCC+
PEAKS FITNESS: Seeks to Hire Sacks Tierney as Legal Counsel
PEBBLEBROOK HOTEL: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
RADIAN GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings
RADIO DESIGN: Unsecured Creditors Will be Paid in Full in 9.5 Years
RB ENTERPRISES: U.S. Trustee Unable to Appoint Committee
RETIRED-N-FIT: Seeks to Hire Bielli & Klauder as Legal Counsel
ROTM LOFTS: Gets OK to Tap Boulos Company as Valuation Professional
RUSSO REAL ESTATE: Seeks to Hire Curnutt & Hafer as Special Counsel
SALON PROZ: Seeks to Hire Moore Taylor as Legal Counsel
SANUWAVE HEALTH: Delays Filing of 2020 Annual Report
SEANERGY MARITIME: Buys 15th Vessel, Gets Bank Commitment Letter
SEANERGY MARITIME: Incurs $18.3 Million Net Loss in 2020
SEEDTREE MANAGEMENT: Case Summary & 4 Unsecured Creditors
SHOPPINGTOWN MALL: Court Approves Disclosure Statement
SINCLAIR BROADCAST: Egan-Jones Keeps B Senior Unsecured Ratings
SOUTHWESTERN ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings
SPLASH NEWS: Seeks to Hire Atkinson Law Associates as Local Counsel
SPLASH NEWS: Seeks to Hire Husch Blackwell as Bankruptcy Counsel
SPLASH NEWS: Seeks to Hire Pinsent Masons as UK Counsel
STAR PETROLEUM: Court Confirms 100% Plan
STERICYCLE INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
STUDIO MOVIE: Court Confirms Fourth Amended Plan
SUMMIT HOTEL: Egan-Jones Lowers Senior Unsecured Ratings to BB
TECT AEROSPACE: Case Summary & 30 Largest Unsecured Creditors
TEGNA INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
TENNECO INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
TERRAFORM POWER: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
TITAN INTERNATIONAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC-
TRIANGLE FLOWERS: Wins Cash Collateral Access
UNIQUE CASEWORK: Has Deal on Interim Cash Collateral Access
VIENTO WINES: Wins Interim Cash Collateral Access
WC 8120 RESEARCH: Unsecured Creditors Will Recover 100% Under Plan
WEINSTEIN CO: Owner Asks for New Trial Due to Irrelevant Evidences
WINSTEAD'S COMPANY: CBT Objections Resolved; Court Confirms Plan
WIRTA HOTELS: Wins Cash Collateral Access Thru July 16
WORKDAY INC: Egan-Jones Keeps B Senior Unsecured Ratings
YUNHONG CTI: Delays Filing of 2020 Annual Report
YUNHONG CTI: Inks Agreement to Modify Terms of Preferred Stock
[*] Bankruptcy Watchdog Wants to Stop High-Speed Bankruptcies
*********
2374 VILLAGE: TIAA Commercial Opposes Plan & Disclosures
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TIAA Commercial Finance, Inc. objects to the Disclosure Statement
and Confirmation of Plan of Debtor 2374 Village Common Drive, LLC.
TIAA believes that it has resolved all issues with regard to the
TIAA Medical Equipment which is more fully defined in its Motion to
Grant Adequate Protection and/or Vacate Automatic Stay, the Order
directing TSPI to make adequate protection payments, and the Order
vacating stay as to the TIAA Medical Equipment.
TIAA incorporates its contentions and objections set forth in its
Objection to the TSPI's Plan and Disclosure Statement and the
Objection to Dr. Thomas' Plan and Disclosure Statement. It is the
understanding of TIAA that after filing the 2374 VCD Plan and
Disclosure Statement, 2374 VCD has consented to TIAA's repossession
and removal of the TIAA Medical Equipment from the real estate.
TIAA objects to the 2374 VCD Plan and Disclosure Statement to the
extent that it seeks to include any of the TIAA Medical Equipment
as part of the sale of the real estate.
A full-text copy of TIAA's objection dated April 1, 2021, is
available at https://bit.ly/39NQJ8T from PacerMonitor.com at no
charge.
Attorney for TIAA Commercial:
Michael F.J. Romano, Esquire
PA Bar ID. 52268
Romano, Garubo & Argentieri,
Counselors at Law, LLC
P.O. Box 456, 52 Newton Avenue
Woodbury, New Jersey 08096
PH: (856) 384-1515
mromano@rgalegal.com
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.
4YL DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 7 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 4YL Development, Inc.
About 4YL Development
4YL Development, Inc. sought Chapter 11 protection (Bankr W.D.
Texas Case No. 21-30157) on March 1, 2021. At the time of the
filing, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. Judge H. Christopher
Mott oversees the case. Miranda & Maldonaldo, PC, led by Carlos
Miranda, Esq., is the Debtor's legal counsel.
560 LIBERTY: Seeks Approval to Hire Ira Spiegel as Accountant
-------------------------------------------------------------
560 Liberty Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Ira Spiegel, a certified
public accountant practicing in Brooklyn, N.Y.
The Debtor requires an accountant to prepare its schedules of
assets and liabilities, statements of financial affairs and other
reports and documentation required in connection with the Debtor's
Chapter 11 case.
Mr. Spiegel will be paid at the rate of $290 per hour for his
services.
In a court filing, Mr. Spiegel disclosed that he is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Mr. Spiegel can be reached at:
Ira M. Spiegel, CPA
1419 East 101st Street
Brooklyn, NY 11236
Tel: (917) 207-3600
About 560 Liberty
560 Liberty Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-41455) on March
10, 2021, listing under $1 million in both assets and liabilities.
The Debtor tapped Stacey A. Reeves, Esq., as its bankruptcy counsel
and Ira M. Spiegel as its accountant.
560 LIBERTY: Seeks to Hire Stacey Reeves as Bankruptcy Attorney
---------------------------------------------------------------
560 Liberty Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Stacey Reeves, Esq., an
attorney practicing in Bronx, N.Y., to handle its Chapter 11 case.
Ms. Reeves' services include:
a. advising the Debtor with respect to its powers and duties;
b. assisting the Debtor in the preparation of its schedules of
assets and liabilities, statements of financial affairs and other
reports;
c. representing the Debtor at court hearings;
d. prosecuting and defending litigated matters that may arise
during the Debtor's bankruptcy case;
e. advising the Debtor in connection with the assumption or
rejection of executory contracts and leases, administration of
claims and numerous other bankruptcy-related matters;
f. advising the Debtor on general and litigation matters;
g. assisting the Debtor in obtaining approval of a disclosure
statement, confirmation of a plan of reorganization, and all other
matters related thereto; and
h. other legal services necessary to administer the Debtor's
case.
Ms. Reeves received a retainer in the amount of $1,500 and $1,717
for the filing fees. She will be compensated on a flat fee (plus
expenses) on a per appearance basis.
Ms. Reeves assured the court that she has no connection with or any
interests adverse to, the Debtor, its creditors, other parties in
interest, or their respective attorneys or accountant.
Ms. Reeves can be reached at:
Stacey Reeves, Esq.
3220 Fairfield Ave
Bronx, NY 10463
Phone: (347)340-1008
Email: stacey_simon@msn.com
About 560 Liberty
560 Liberty Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-41455) on March
10, 2021, listing under $1 million in both assets and liabilities.
The Debtor tapped Stacey A. Reeves, Esq., as its bankruptcy counsel
and Ira M. Spiegel as its accountant.
ACI WORLDWIDE: Egan-Jones Keeps B+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by ACI Worldwide, Inc.
Headquartered in Naples, Florida, ACI Worldwide, Inc. develops,
markets, and supports software products for the global electronics
funds transfer market.
ADT SECURITY: Egan-Jones Keeps B- Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by The ADT Security Corporation. EJR also maintained
its 'B' rating on commercial paper issued by the Company.
Headquartered in Boca Raton, Florida, The ADT Security Corporation
provides security systems.
AE HOTEL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The U.S. Trustee for Region 7 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of AE Hotel, LLC.
About AE Hotel
AE Hotel, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 21-70025) on March 2, 2021. Wasim
Beshay, authorized representative, signed the petition. At the
time of the filing, the Debtor had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Judge Tony M. Davis oversees the case. Eric A. Liepins, Esq., is
the Debtor's counsel.
AECOM: Baa3 Rating to New Term Loan No Impact on Moody's Ba2 CFR
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Moody's Investors Service assigned a Baa3 rating to AECOM's
proposed senior secured term loan B. The company plans to use the
term loan proceeds to redeem a portion of its 5.875% senior notes
due 2024 and to pay premiums and expenses. AECOM's Ba2 corporate
family rating, Ba2-PD probability of default rating, Baa3 rating on
its existing secured credit facilities, Ba3 rating on its unsecured
notes, its stable ratings outlook and its Speculative Grade
Liquidity Rating of SGL-2 remain unchanged.
Assignments:
Issuer: AECOM
Senior Secured Term Loan B, Assigned Baa3 (LGD2)
RATINGS RATIONALE
AECOM's Ba2 corporate family rating reflects its large scale and
solid position across diverse end markets as one of the largest and
most diversified engineering, design, planning and construction
management companies in North America. The company's rating is also
supported by its moderate leverage, consistent free cash flow and
strong project backlog with moderate fixed price project exposure
that is mostly concentrated in its design business after the sale
of its fixed price civil construction, power and certain oil & gas
businesses. AECOM's rating also reflects its relatively low level
of funds from operations as a percent of outstanding debt and its
plan to use all of its free cash flow to repurchase stock.
AECOM generated Moody's adjusted EBITDA of about $1.0 billion in
the fiscal year ended September 2020 as reduced costs resulting
from restructuring activities more than offset the negative impact
on revenues from the coronavirus pandemic and lower oil and gas
prices. The company expects to produce a moderate increase in its
operating results in fiscal 2021 since it will benefit from a
strong project backlog and continued cost cutting initiatives.
AECOM added $18.2 billion of work to its backlog last fiscal year,
which resulted in a book-to-burn ratio of 1.3x. The backlog did
weaken in the first quarter of fiscal 2021, but remains robust at
$39.7 billion, while its contracted backlog is at $19.9 billion and
provides good visibility. The company is projecting continued
margin expansion reflecting the benefits from restructuring actions
taken in fiscal 2020 that are expected to contribute to improved
margins in both the Americas and International segments in fiscal
2021.
AECOM expects to convert 75% of its EBITDA to unlevered
attributable free cash flow on a normalized basis. However, its
free cash flow was only $154 million on a Moody's adjusted basis in
fiscal 2020 due to cash restructuring costs, executive transition
costs, and stranded costs related to the Management Services
business that was sold in January 2020. The unwind of the
Management Services sold accounts receivables, net of cash flow
from new receivable sales also reduced free cash flow. The
company's Moody's adjusted free cash should rise to at least $400
million in fiscal 2021 if it achieves its target cash flow ratio.
The company plans to use all of its free cash to repurchase stock
and to maintain a leverage ratio below 3.0x based on its covenant
calculation. Its leverage ratio was 2.3x based on the covenant
calculation and 3.1x on a Moody's adjusted basis as of December
2020 and is expected to remain around that level and is supportive
of its Ba2 corporate family rating.
AECOM's speculative grade liquidity rating of SGL-2 reflects its
good liquidity profile. The company had $941 million of cash
(excluding JV cash) and $1.329 billion of availability on its $1.35
billion revolving credit facility as of December 31, 2020. The
revolver had no borrowings outstanding and $20.6 million of letters
of credit issued. AECOM also had $104 million of cash in
consolidated joint ventures, but that cash is not readily
accessible and is earmarked to support specific projects. AECOM
amended its credit agreement in February 2021 and extended the
maturity of the revolver and term loans to February 2026. In
addition, it reduced the size of the revolving credit facility to
$1.15 billion. The company's cash balance declined by $659 million
in the first quarter of fiscal 2021 since it typically consumes
cash seasonally and it repurchased $469 million of shares.
Nevertheless, Moody's still expect the company to maintain a
sizeable cash balance and a good liquidity profile.
AECOM's stable outlook presumes the company's operating results
will moderately improve over the next 12 to 18 months and it will
use all of its free cash flow to repurchase stock.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A ratings upgrade is possible if the company uses a portion of its
free cash flow to pay down debt and sustains a leverage ratio below
3.5x.
Negative rating pressure could develop if deteriorating operating
results, weaker than expected cash flow or debt financed
acquisitions or share repurchases result in the leverage ratio
rising above 5.0x or funds from operations (CF from operations
before working capital changes) declining below 15% of outstanding
debt. A significant reduction in borrowing availability or
liquidity could also result in a downgrade.
Headquartered in Los Angeles, CA, AECOM is a fully integrated
professional and technical services firm providing engineering &
design, planning and construction management to the infrastructure,
transportation, industrial, environmental, water, government and
oil and gas sectors. The company operates under three business
segments: Americas (77% of fiscal 2020 revenue), International
(23%) and AECOM Capital (less than 1%). AECOM generated about $13.3
billion of revenue during the LTM period ended December 2020 and
had a backlog of $39.7 billion as of December 31, 2020.
The principal methodology used in this rating was Construction
Industry published in March 2017.
AES CORPORATION: Egan-Jones Keeps BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by The AES Corporation.
Headquartered in Arlington County, Virginia, The AES Corporation
acquires, develops, owns, and operates generation plants and
distribution businesses in several countries.
AFFORDABLE RECOVERY HOUSING: Unsecureds Will Recover $138K in Plan
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Affordable Recovery Housing submitted a Plan and a Disclosure
Statement.
The Plan provides for distributions to the holders of Allowed
Claims from funds realized from existing cash deposits and the
Debtor's future earnings.
The Plan treats claims as follows:
* Class 1: Secured claim. The allowed amount of the secured
claim of Cook County Treasurer shall be paid by the proposed buyer
of the real property to which the lien for unpaid real estate taxes
attaches.
* Class 2: Unsecured Claims of Utilities. The allowed amount of
unsecured claims due to City of Blue Island, Commonwealth Edison,
and Nicor Northern Illinois Gas for utility services shall be paid,
pro rata, in the amount of 10% of the allowed unsecured claims,
without interest, in 60 monthly payments, commencing 30 days after
the effective date. The total amount of estimated allowed unsecured
claims in class 2 is $252,414.05. Accordingly, Class 2 creditors
will receive, pro rata, a total of $25,241.40. The monthly payment
is $420.69.
* Class 3: Unsecured Claims of Landlords, Mantellate Sister of
Servants of Mary, USA and Residence of Patriots Services
Foundation. The allowed amount of unsecured claims due to
Mantellate and Patriots for alleged lease claims shall be paid, pro
rata, in the amount of 10% of the allowed unsecured claims, without
interest, in 60 monthly payments, commencing 30 days after the
effective date. The total amount of estimated allowed unsecured
claims in class 3 is $1,695,749. Accordingly, Class 3 creditors
will receive, pro rata, a total of $169,575. The monthly payment
is $2,826.25.
* Class 4: Claims of general unsecured creditors (excluding the
unsecured claims of classes 2 and 3). The allowed amount of
unsecured claims of general unsecured creditors will be repaid, pro
rata, in the amount of 10% of the allowed unsecured claims, without
interest, in 60 monthly payments, commencing 30 days after the
effective date. The total amount of estimated allowed unsecured
claims is $1,382,710. Accordingly, Class 4 creditors will receive,
pro rata, a total of $138,271. The monthly payment is $2,305.
Its attorney:
Joel A. Schechter
LAW OFFICES OF JOEL A. SCHECHTER
53 W. Jackson Blvd, Suite 1522
Chicago, Illinois 60604
Tel: (312) 332-0267
E-mail: joel@jasbklaw.com
A copy of the Disclosure Statement is available at
https://bit.ly/3cNRsZy from PacerMonitor.com.
About Affordable Recovery Housing
Affordable Recovery Housing, an addiction treatment center in Blue
Island, Ill., filed it voluntary petition for relief pursuant to
Chapter 11 of the Bankruptcy Code (Banrk. N.D. Ill. Case No.
20-01973) on Jan. 23, 2020. The petition was signed by CEO John M.
Dunleavy. At the time of filing, the Debtor estimated $50,000 in
assets and $1 million to $10 million in liabilities. The Law
Offices of Joel A. Schechter and The Norman Law Firm serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
ANASTASIA INTERMEDIATE: Fitch Affirms 'CCC' LongTerm IDR
--------------------------------------------------------
Fitch Ratings has affirmed Anastasia Intermediate Holdings, LLC
(Anastasia Beverly Hills or ABH) and Anastasia Parent, LLC's
Long-Term Issuer Default Ratings (IDRs) at 'CCC'.
The rating reflects ongoing deterioration in ABH's operating trends
and Fitch's view that the company's capital structure is
unsustainable. After many years of strong growth, revenue turned
flat in 2018 and began to decline in 2019. EBITDA, which peaked at
around $175 million, is expected to trend around $40 million to $50
million over the next few years, yielding gross leverage in the
mid-teens. These projections yield significant questions regarding
the brand health and management's ability to successfully execute
new product launches.
Despite operating challenges, the company's near-term liquidity
appears adequate given access to a $150 million cash flow revolver
due August 2023. Aside from its revolver, the company's next
maturity is its approximately $635 million in term loans due August
2025.
KEY RATING DRIVERS
Long-Term Expectations Reset: Through 2017, ABH showed strong
growth in topline, EBITDA and pre-dividend cash flow. Fitch
expected ABH's growth to moderate albeit remain positive,
particularly given its potential to tap new product categories and
international markets.
Results post-2017 materially missed expectations, with Fitch now
expecting EBITDA to trend around $40 million to $50 million
compared with the $175 million peak in 2017. Fitch believes ABH's
operational reversal is largely due to the ebb and flow of brands
and intensifying newness in the cosmetics space, which has
shortened product and brand lifecycles.
Fitch recognizes that other factors have challenged ABH's recent
results, including pre-2020 weakness in the color cosmetics
category and consumer behavior changes caused by the coronavirus
pandemic, which have reduced usage of cosmetics. Fitch would expect
ABH, alongside the color cosmetics category, to see some topline
rebound in 2021/2022 as consumers resume usage of products.
However, the company's difficulty in reversing its operating
trajectory through stabilizing market share in key categories and
entering adjacent categories suggests eroding longer term prospects
for the ABH brand.
Capital Structure Unsustainable: ABH's capital structure appears
increasingly unsustainable, given elevated leverage and declining
cash flow, both the result of a challenged operating trajectory.
When ABH issued $650 million in term loans in 2018, which provided
company founders a dividend alongside a reported $700 million
minority equity investment from TPG Capital, leverage was mid-3x
and Fitch forecast leverage to moderate on both EBITDA growth and
debt reduction. Instead, leverage climbed to the mid-4x range in
2018, and Fitch now projects leverage is expected to trend in the
mid-teens.
Fitch's view of the company's once strong cash flow generation has
similarly changed, due largely to a more conservative viewpoint on
EBITDA trajectory. Historically, ABH produced good cash flow
conversion from EBITDA due to limited leakage, and cash generation
was expected to continue despite the addition of interest expense
in 2017. However, given around $40 million to $50 million of
EBITDA, ABH's cash flow prospects are limited, prohibiting the
company from deleveraging its balance sheet.
Exposure to Dynamic Industry with Accelerating Share Shifts: The
color cosmetics industry has some positive long-term
characteristics, including historical recession resistance, high
margins and historically limited irrational price competition.
However, recent years have seen the industry disrupted by new
marketing and retail channels.
The introduction of social media, combined with declines in
magazine and network television consumption, has changed marketing
philosophies across the industry. Consumers are building brand
awareness and affinity and product knowledge through preferred
online sites and social influencers. ABH pioneered the use of
social media to offer product tutorials and directly interact with
customers on product options and optimal usage. The low cost of
social media relative to traditional advertising channels has
allowed smaller upstart brands to quickly build a presence and
customer following online. Celebrities such as Kylie Jenner,
Rihanna and Lady Gaga are using their social platforms to introduce
new lines and products.
Simultaneously, consumer shopping habits have altered cosmetics
purchasing trends. Declines in department store traffic have been a
partial cause in the rise of the specialty retail channel in
cosmetics, including Sephora (owned by LVMH Moët Hennessy - Louis
Vuitton SE) and Ulta Beauty as prominent players. Unlike department
stores with limited brand-sponsored counters, the specialty players
offer far greater options and a brand-discovery model to generate
customer excitement and repeat visits.
Broader trends around health and wellness have been felt in
cosmetics, with brands increasingly employing and advertising
natural and organic ingredients, chemical-free compounds and
earth-friendly packaging.
These trends have led to market share shifts within the beauty
industry. New brands have seen rapid sales ramps through social
media exposure and shelf space wins at places like Ulta, Sephora
and drug retailers. Some established brands that rely on
traditional retail and marketing channels have been unable to shift
their strategies commensurate with these trends. Shifting market
share has led to M&A activity as larger companies seek to improve
their portfolio's growth potential.
Fitch expects the retail and marketing landscape will continue to
evolve and affect industry share. Upstart brands may continue to
benefit from faster access to customers due to the increased
importance of social media and growth in the specialty cosmetics
channel. Conversely, larger brands have deployed capital and
intensified efforts to stem market share declines and could pose
challenges for further market share gains by younger brands.
DERIVATION SUMMARY
ABH's 'CCC' rating reflects Fitch's view that its capital structure
is unsustainable following ongoing deterioration in ABH's operating
trends. After many years of strong growth, revenue turned flat in
2018 and began to decline in 2019. EBITDA, which peaked at around
$175 million, could moderate toward $40 million to $50 million over
the next few years, yielding leverage (gross debt to EBITDA) in the
mid-teens. These projections yield significant questions regarding
the long-term health of the brand and the ability of management to
successfully execute new product launches and expense management.
The rating also considers the company's narrow product and brand
profile, and risk that continued beauty industry market share
shifts could further weaken ABH's projected growth through new
entrants and brand extensions from existing large players.
ABH has limited consumer products peers in the 'CCC' category.
Knowlton Development Corporation Inc. (B-/Stable) is a global
leader in custom formulation, packaging and manufacturing solutions
for beauty, personal care and home care brands. The company's
rating reflects Fitch's expectation of gross leverage around 7x
following a debt financed shareholder distribution. The rating also
reflects Fitch's expectations for negative FCF in fiscal 2021
(fiscal year ending April 2021) and fiscal 2022 largely due to
growth capex.
Retailer Party City Holdco Inc. (CCC+) is the primary national
player in the approximately $10 billion party-supply industry, and
is projected to generate approximately $1.9 billion in 2021
revenue. The company's ratings reflect high adjusted debt/EBITDAR,
projected around 8x beginning 2021, assuming EBITDA rebounds from
breakeven in 2020 to $170 million in 2021, limited projected FCF of
around $25 million, and a weak operating trajectory prior to the
onset of the coronavirus pandemic, which could limit Party City's
post-pandemic recovery prospects.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Fitch expects ABH's revenue declined around 30% in 2020, with
a modest rebound forecast in 2021 as consumers increase usage
of the color cosmetics category. While the category rebound
could continue in 2022, Fitch expects ABH's revenue could
remain around 20% below 2019 levels given Fitch's declining
confidence in ABH's ability to drive sustainable growth longer
term;
-- Fitch projects EBITDA declined to around $40 million in 2020,
compared with the $175 million peak in 2017. EBITDA could
trend in the $40 million to $50 million range beginning 2021
on a topline rebound from 2020 levels.
-- Discretionary cash flow, after owner distributions for tax
payments, is expected to be close to breakeven across the
forecast period.
-- Leverage (gross debt/EBITDA), is expected to increase from the
high-single digits in 2019 to the mid-teens beginning 2020
given Fitch's assumptions and around $635 million of term loan
debt.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch could upgrade ABH's ratings if revenue growth resumed on
a sustained basis, yielding EBITDA trending toward $100
million, positive discretionary cash flow, and gross leverage
below 7.0x.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch could downgrade ABH's ratings if EBITDA fails to improve
beyond Fitch's expected $40 million to $50 million level,
yielding increased refinancing and liquidity risk as ABH
approaches its 2023 and 2025 maturities.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
As of Sept. 30, 2020, ABH had $49 million borrowed on its $150
million revolving credit facility, which matures in 2023. The
amount outstanding on the Term Loan B due 2025 was approximately
$637 million. As of this date, the company had $88 million in cash.
Fitch expects cash flow to be near breakeven over the forecast; as
such, revolver borrowings could be used to support operations and
seasonal working capital needs.
KEY RECOVERY RATING ASSUMPTIONS
Fitch's recovery analysis is based on a $200 million going-concern
value, higher than the approximately $65 million that Fitch
estimates could be generated by an orderly liquidation of the
business. Fitch's going-concern value is predicated on post-default
EBITDA of $40 million, at the lower end of the $40 million to $50
million range Fitch projects for ABH in its base case forecast.
Fitch assumes the business could fetch a 5x multiple, at the lower
end of averages seen in consumer products bankruptcies given the
uncertainty of a turnaround in the company's prospects.
After deducting 10% for administrative claims, the remaining $180
million of value would lead to below average recovery prospects —
(11%-30%) — for the company's secured revolver (assumed to be
fully drawn) and term loan, which are pari passu. Consequently,
both the revolver and term loan are rated 'CCC-'/'RR5'.
SUMMARY OF FINANCIAL ADJUSTMENTS
In 2018, Fitch deducted approximately $11 million from cost of
goods sold for an inventory write-down.
ESG Consideration
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
APACHE CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Apache Corporation. EJR also maintained its 'B'
rating on commercial paper issued by the Company.
Headquartered in Houston, Texas, APA Corporation is the holding
company for Apache Corporation, a company engaged in hydrocarbon
exploration.
APTOS CANADA: Moody's Raises CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Aptos Canada Inc.'s Corporate
Family Rating to B3 from Caa1, Probability of Default Rating to
B3-PD from Caa1-PD, and its senior secured credit facility
(revolver and term loan) rating to B3 from Caa1. The outlook was
changed to stable from negative.
The upgrade reflects Aptos' resilient performance in fiscal 2020,
such that earnings and cash flow generation exceeded Moody's
expectations in the midst of challenges posed by the coronavirus
pandemic. A portion of the cost actions taken in response to the
pandemic are expected to be permanent, which combined with our
expectation for return to positive topline growth in the second
half of 2021 will further support the positive trajectory of Aptos'
earnings over the next 12-18 months. Moody's believes that digital
transformation will support technology investments in the retail
sector and provide longer-term growth for Aptos.
Aptos' debt-to-EBITDA (Moody's adjusted and pro forma for recent
acquisitions) has improved since the March 2020 leveraged buyout,
to around 7.5 times as of December 31, 2020, from mid-8.0 times
driven by timely cost actions and earnings contribution from recent
acquisitions. Although the pandemic has yet to be contained and the
global economic recovery will vary across different regions,
Moody's views Aptos' liquidity profile as good, such that the
company is expected to generate annual free cash flow of at least
$20 million and maintain full availability under its $40 million
revolving credit facility.
In February 2021, Aptos issued new $125 million of senior secured
floating rate notes due 2027 (unrated ), along with modest sponsor
equity contribution, to finance the purchase of LS Retail, a
leading developer and provider of mid-market and enterprise
software for retail, hospitality, food service, pharmacy and
forecourt businesses. Despite modest increase in leverage ensued
from the largely debt-funded transaction, Moody's view the
acquisition of LS Retail strategically positive because it provides
for end-market and geographic diversification, greater presence
with mid-market customers, a meaningful channel partner base, as
well as potential for cost saving opportunity.
Upgrades:
Issuer: Aptos Canada Inc.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured Bank Credit Facility, Upgraded to B3 (LGD3) from
Caa1 (LGD4)
Outlook Actions:
Issuer: Aptos Canada Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Aptos' B3 CFR reflects the company's highly leveraged capital
structure, small scale relative to its enterprise software peers as
well as the company's acquisition appetite. Moody's anticipates the
company will deleverage from currently elevated levels as a result
of modest EBITDA growth, decline in one-time expenses and
realization of acquisition synergies. As such, we expect
debt-to-EBITDA (Moody's adjusted) to decline below 6.0x over the
next 12-18 months. Historically, the company had limited organic
growth due to transition from license revenue to SaaS and looked to
strategic acquisitions for growth and improved market position.
Given anticipated gradual recovery in the retail sector, Moody's
projects Aptos' organic revenue to grow in the low-single digit
percentage range over the next 12-18 months. The rating is
constrained by the highly competitive nature of the enterprise
software market, the company's niche position as a provider of
retail software solutions to mid-market and large specialty
retailers, and the uncertainty around the pandemic and global
economic recovery.
Aptos' credit profile benefits from its leading market position in
the niche retail enterprise software market, geographic
diversification with deployments to over 60 countries, and high
customer renewal rates. Aptos' recurring subscription and support
revenue is approximately 65%, a level that is below that of many
rated enterprise software companies but which nevertheless provide
good revenue and operating cash flow stability.
The stable outlook reflects Moody's expectation for an incremental
improvement in operation performance and free cash flow stemming
from the gradual recovery in the retail sector, as well as
realization of planned cost savings. The stable outlook also
reflects expectation that a good liquidity will be maintained.
Moody's expects Aptos to maintain good liquidity over the next
12-15 months. Sources of liquidity include approximately $30
million of projected balance sheet cash as of March 31, 2021,
expectation for annual free cash flow of at least $20 million over
the next 12-15 months, as well as full availability under its $40
million revolving credit facility due 2025. There are no financial
maintenance covenants under the first lien term loans but the
revolving credit facility is subject to a springing net first lien
leverage ratio of 7.35x when the amount drawn exceeds 35% of the
revolving credit facility. Moody's does not expect that Aptos will
utilize its revolver over the next 12-15 months and projects the
company will remain well in compliance with its financial covenant,
if tested.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Aptos' small scale and relatively high proportion of
professional service revenues compared to many rated enterprise
software peers, upgrade leverage hurdles are tighter than for many
other B3 rated enterprise software companies. The ratings could be
upgraded if debt-to-EBITDA (Moody's adjusted) is expected to remain
consistently under 5.5 times and free cash flow to debt greater
than 7%.
The ratings could be downgraded if Aptos faces top-line and
earnings pressure such that debt-to-EBITDA (Moody's adjusted) is
sustained above 8.0 times, or liquidity deteriorates, including
increased revolver usage or an inability to sustain positive free
cash flow generation.
Aptos is a leading provider of retail software solutions including
point of sale software for mid-market retail. Aptos is majority
owned by Goldman Sachs Merchant Banking Division, with remaining
shares held by management. The company generated annual pro forma
revenue of approximately $300 million in fiscal 2020.
The principal methodology used in these ratings was Software
Industry published in August 2018.
ARMAOS PROPERTY: Wins Cash Collateral Access Thru April 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, has authorized Armaos Property Holdings, LLC and Olympic
Hotel Corporation to use cash collateral on an interim basis
through April 30, 2021, with a 10% variance.
The Debtors require the use of cash collateral to pay business
expenses necessary to avoid irreparable harm to their estates.
The Debtors are party to several loan documents. As of the Petition
Date, Access Point Financial, LLC and Small Business Financial
Solutions, LLC made loans to the Debtors for which they received
security interests, and the State of Connecticut Department of
Labor, the State of Connecticut Department of Revenue Services and
the Internal Revenue Service filed certain tax liens with respect
to the personal property of Olympic.
On November 9, 2016, the DOL caused a Certificate of Tax Lien,
filing #003148699, recorded with the Secretary of the State of
Connecticut. The DOL tax lien was filed against all personal
property of Olympic Hotel located within the State of Connecticut
to secure the indebtedness of Olympic Hotel for unpaid unemployment
tax contributions for the first through fourth quarters of 2014,
the first through fourth quarters of 2015, and the first through
third quarters of 2016. As of the petition date, the DOL claims
that the amount remaining due pursuant to its tax lien was
$72,331.
On January 31, 2017, the DRS caused a UCC-1 Financing Statement,
filing # 0003196207, to be recorded with the Secretary of the State
of Connecticut. The DRS Tax Lien was filed against "All goods,
inventory, equipment, consumer goods, fixtures, accounts, chattel
paper, instruments, documents, investment property, deposit
accounts, commercial tort claims, and general intangibles situated
in Connecticut and owned by the debtor" to secure unpaid Room
Occupancy, Sales & Use and Withholding taxes owed by the debtor. As
of the petition date, the DRS claims that the amount remaining due
pursuant to its tax lien was $66,058.
On February 6, 2018, for valuable consideration received, the
Debtors executed a Promissory Note in favor of Access Financial in
the original principal amount of $5,300,000. As of the Petition
Date, Access Financial claims $5,825,701 was owed by the Debtors on
account of the Real Estate Loan Note.
To secure the Real Estate Loan Note, the Debtors executed a Fee and
Leasehold Open End Mortgage Deed, Security Agreement and Fixture
Filing in favor of Access Financial, dated February 6, 2018, and
recorded on February 12, 2018, at Book 1196, Pages 107-141 of the
Groton land records on real property known as 360 Route 12, Groton,
Connecticut 06340.
The Debtors acknowledge and admit that as of the Petition Date: (i)
Access Financial claims the amount of $5,825,701 was owed by the
Debtors on account of the Real Estate Loan Note and Access
Financial claims the amount of $1,166,535 was owed by Debtors on
account of the Equipment Loan Note; (ii) Access Financial claims
that these Access Financial Prepetition Loan Obligations constitute
legal, valid, binding, and non-avoidable obligations of the Debtors
that are not subject to any challenge or defense.
Access Financial has an interest in cash collateral as provided
under sections 361 and 363 of the Bankruptcy Code. Rapid Advance
was owed approximately $182,000 as of the Petition Date and also
asserts an interest in Olympic's cash collateral. The DOL, DRS and
IRS have filed tax liens with respect to the personal property of
Olympic in the total amounts of $72,331.23, $66,058.87, and
$224,092.17, respectively, and also assert interests in Olympic's
cash collateral.
In exchange for the preliminary use of Cash Collateral by the
Debtors, and as adequate protection for the Secured Creditors
interests, the Secured Creditors are granted, subject to the
Carve-Out: (1) a continuing post-petition lien and security
interest in all prepetition property of the Debtors as it existed
on the Petition Date of the same type against which the Secured
Creditors held validly perfected liens and security interests as of
the Petition Date, and (2) a continuing postpetition lien in all
property acquired by the Debtors after the Petition Date of the
same type against which the respective Secured Creditors held
validly perfected liens and security interests as of the Petition
Date, provided however that the Replacement Liens will not extend
to any claims or causes of action arising under chapter 5 of the
Bankruptcy Code, including the proceeds or property recovered in
connection with the pursuit of any such Avoidance Actions.
The Replacement Liens granted to the Secured Creditors will
maintain the same priority, validity and enforceability as their
respective security interests and/or liens had on the Prepetition
Collateral and will be recognized only to the extent of any actual
diminution in the value of the Prepetition Collateral resulting
from the use of Cash Collateral pursuant to the Order.
To the extent the Replacement Liens granted to any Secured Creditor
are insufficient to compensate it for any actual diminution in
value of the Cash Collateral, the Secured Creditor will be entitled
to super-priority administrative claims.
A hearing to consider the further use of cash collateral will be
held on April 28 at 2 p.m.
A copy of the order is available at https://bit.ly/2PEb0qB from
PacerMonitor.com.
About Armaos Property Holdings, LLC
Armaos Property Holdings, LLC owns a 140-room hotel located in
Groton, Conn., which is being operated by its sister company
Olympic Hotel Corporation. Armaos and Olympic have been a
family-owned business since the hotel opened in 1985.
Armaos Property and Olympic Hotel filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Lead Case No. 19-20134) on Jan. 30, 2019. Michael C. Armaos,
manager, signed the petitions.
At the time of filing, Armaos Property was estimated to have assets
and liabilities at $1 million to $10 million while Olympic Hotel
was estimated to have $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities.
Judge James J. Tancredi oversees the cases.
The Debtors are represented by James Berman, Esq., at Zeisler &
Zeisler, P.C.
AVEANNA HEALTHCARE: IPO Filing No Impact on Moody's B3 CFR
----------------------------------------------------------
Moody's Investors Service noted that Aveanna Healthcare LLC's
filing of a registration statement for an initial public equity
offering is a credit positive but has no impact on the company's
ratings, including the B3 Corporate Family Rating, 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 ratings outlook
remains stable.
The IPO will be credit positive for Aveanna because the company
intends to use majority of the proceeds to repay outstanding debt.
The company will use the remaining proceeds to fund future growth
opportunities. The IPO would also increase the company's financial
flexibility through access to public equity markets.
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.
AYRO INC: Incurs $10.7 Million Net Loss in 2020
-----------------------------------------------
Ayro, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $10.76 million
on $1.60 million of revenue for the year ended Dec. 31, 2020,
compared to a net loss of $8.66 million on $890,152 of revenue for
the year ended Dec. 31, 2019.
The Company reported a net loss attributable to common stockholders
of $11.2 million in FY 2020 compared to a net loss attributale to
common stockholders of $8.6 million in FY 2019.
As of Dec. 31, 2020, the Company had $41.96 million in total
assets, $2.60 million in total liabilities, and $39.36 million in
total stockholders' equity.
"As pleased as I am that revenue in fiscal 2020 showed an increase
of 80% over fiscal 2019 and that the fourth quarter of 2020 marked
the fifth consecutive quarter of year-over-year revenue increase, I
know that we are still in the very early stages of the EV cycle,"
commented AYRO Chief Executive Officer Rod Keller.
"Much of our corporate activities in 2020 and thus far in 2021 are
necessary developmental steps in establishing the foundation for
AYRO to be successful in the quarters and years ahead in our effort
to sell fleets of vehicles at a time to commercial fleet customers,
which is far different than selling one vehicle at a time to a
typical consumer. We are a B2B company, not B2C. Expanding our
manufacturing capacity in Austin, establishing the strategic
partnership with Karma Automotive for future mass production
capacity, nurturing our strategic relationships with Club Car and
Gallery Carts and, as recently announced, now with Element Fleet
Management, the world's largest pure-play fleet manager, and
fortifying our balance sheet are all designed to position us for
future growth.
"Our 'ecosystem' strategy bears repeating, as it makes us unique in
the EV industry. No other EV manufacturer appears to be building
the necessary infrastructure around their EV offerings the way AYRO
is. Commercial customers looking to buy 10, 20, or even 50 or more
vehicles at a time need financing solutions to acquire a fleet of
EVs. They then need a way to insure these cars, which is not as
easy a process for EVs as it is for traditional gasoline-powered
vehicles. Other concerns like storing the EVs, repairs and
servicing, and re-selling on the back end of a lease are real-world
issues that commercial customers want and need answers to given the
novelty of managing an EV fleet. In Element, we have a partner
that has one million vehicles under management and over 5,500
clients, so they have the answers and solutions that potential
commercial customers need. We could not be happier to be
partnering with Element, and we expect them to be a significant
part of our ecosystem.
"Moreover, the announcement of the electric vaccine vehicle, or
EVV, is a great demonstration of the value of our ecosystem, as it
also brings us together with our partners Element, Club Car, and
Gallery Carts to offer the industry's first EV focused on helping
to deliver COVID-19 vaccines to the public. This is a new venture
for us all, but we are collectively thrilled at the possibility of
offering critical healthcare assistance to hospitals and to local,
state, and federal governments. There are numerous benefits the
EVV can offer the healthcare community in accelerating the COVID-19
vaccine rollout, and we are quite enthusiastic at its potential.
"Finally, in addition to the launch of the industry-first EVV in
the near-term, we also expect to launch our 411x light-duty EV
truck in 2021 and unveil our 311x later this year, too, with scaled
production for the 311x expected to begin in the first half of
2022. The 311x is our next-generation vehicle targeted at the
restaurant delivery market.
"We are thankful for our shareholder support and look forward to
sharing additional progress and corporate milestones with
investors. Our goal remains to be the leader in purpose-built EVs,"
concluded Mr. Keller.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1086745/000149315221007529/form10-k.htm
About AYRO
Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com
-- engineers and manufactures purpose-built electric vehicles to
enable sustainable fleets. With rapid, customizable deployments
that meet specific buyer needs, AYRO's agile EVs are an
eco-friendly microdistribution alternative to gasoline vehicles.
B&G FOODS: Egan-Jones Keeps B+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by B&G Foods Incorporated.
Headquartered in Parsippany-Troy Hills, New Jersey, B&G Foods
Incorporated, manufactures, sells, and distributes shelf-stable
foods across North America.
BARETTA INC: Seeks to Hire Ledbetter Law as Legal Counsel
---------------------------------------------------------
Baretta, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Missouri to hire Ledbetter Law Firm, LLC as its
legal counsel.
The firm's services include:
(a) preparing and filing a Chapter 11 plan, disclosure
statement and other legal documents;
(c) representing the Debtor at the meeting of creditors and
court hearings;
(d) representing the Debtor in adversary proceedings and other
contested bankruptcy matters; and
(e) representing the Debtor at federal and state court
lawsuits and administrative proceedings related or ancillary to its
Chapter 11 proceeding.
The Debtor received a retainer in the amount of $10,000.
Ledbetter Law Firm does not represent interest adverse to the
Debtor in the matters upon which it is to be engaged, according to
court papers filed by the firm.
The firm can be reached through:
Frank R. Ledbetter, Esq.
Ledbetter Law Firm, LLC
141 N. Meramec Avenue, Suite 24
Saint Louis, MO 63105
Tel: (314) 535-7780
Fax: (314) 533-7078
Email: stlatty@gmail.com
About Baretta Inc.
Baretta, Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case No. 21-40914) on March 15,
2021, listing under $1 million in both assets and liabilities.
Frank Ledbetter, Esq., at Ledbetter Law Firm, LLC, serves as the
Debtor's legal counsel.
BAYTEX ENERGY: Egan-Jones Keeps CC Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Baytex Energy Corp. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in Calgary, Canada, Baytex Energy Corp. is an oil and
gas company.
BEE COUNTY: Court OKs Deal on Cash Collateral Access Thru April 16
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, has approved the stipulation between Bee
County Cooperative Association and BCCA, LLC, and the claimants,
U.S. Small Business Administration, and Spirit of Texas Bank,
regarding the Debtors' use of cash collateral through April 16,
2021.
The Debtors require use of cash collateral in the operation of
their business. In order to be able to propose a viable plan of
reorganization the Debtors must have sufficient funds available to
operate and pay their employees and fund associated employee
benefits such as health insurance and retirement, pay normal
operating expenses such as utilities and insurance premiums, and
purchase inventory for sale to farmers in the area such as fuel,
lubricants, parts, and other supplies necessary to perform land
preparation, planting, cultivation, and irrigation to their members
who purchase such crop inputs during the spring of the year. The
Debtors' also have the need to purchase corn and feed ingredients
for the milling and production of the deer feeds.
The Coop owes the Small Business Administration approximately
$1,378,696.12 secured by liens asserted against real property,
inventory, equipment and accounts receivable and deposit accounts
having an estimated value of approximately $1,911,314.06.
The largest creditor of BCCA, LLC is Spirit of Texas Bank of
Conroe, Texas, which is owed an outstanding balance of at least
$273,196.59 secured at least by machinery and equipment, inventory
and accounts receivable having an estimated value of $442,620.
The Debtors currently have in their possession funds representing
proceeds from cash sales and accounts receivable in the amount of
$33,756, and project collections from outstanding accounts
receivable during the month of April of approximately $123.600.
In addition to the funds which are subject to a security interest
in favor of SBA, the Debtors currently have operating funds in the
amount of $60,950 remaining from the Economic Injury Disaster Loan
in the amount of $150,000 obtained from the SBA. The loan provides
economic relief to small businesses, agricultural enterprises, and
nonprofit organizations experiencing a temporary loss of revenue
due to the COVID-19 pandemic. The loan funds can be used for
working capital and normal operating expenses such as payroll,
utilities, rent, and continued health care services. It has a fixed
annual interest rate of 3.75% and is payable over 30 years. The SBA
loan is secured by a perfected security interest in personal
property of the Coop including machinery and equipment, inventory
and accounts receivable.
The Debtors are authorized to use cash collateral to pay for
expenses and use the operating funds in the amount of $60,950
remaining from the funding of the EIDL loan in the amount of
$150,000 from the SBA on an interim basis in accordance with the
uses specified by the EIDL program.
As adequate protection of SBA's and SOTB's interest in the Cash
Collateral, SBA and SOTB are granted replacement liens of like
kind, extent, character and priority as SBA and SOTB had against
the Debtors' pre-petition assets. The replacement liens will be
against the Debtor's post-petition accounts receivable, as well as
all post-petition machinery and equipment, inventory, and other
such personal property as described in the security agreements
signed by Bee County Cooperative Association and BCCA, LLC to
secure the repayment of the loans of the secured creditors in an
amount equal to the amount of Cash Collateral used in accordance
with 11 U.S.C. section 361(2) in the same priority and in the same
nature, extent and validity as such liens, if any, existed
pre-petition.
A further hearing on the matter is scheduled for April 16 at 11
a.m.
A copy of the order is available for free at https://bit.ly/2OpHMLJ
from PacerMonitor.com.
About Bee County Cooperative Association
Bee County Cooperative Association sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21074)
on March 25, 2021. In the petition signed by Aaron Salge, general
manager/authorized officer, the Debtor disclosed up to $10 million
in both assets and liabilities.
Judge David R. Jones oversees the case.
David R. Langston, Esq. at Mullin Hoard & Brown, L.L.P. is the
Debtor's counsel.
BENSON PROPERTY: Seeks to Hire Grasmeier Business as Accountant
---------------------------------------------------------------
Benson Property Investment Corp. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire
Grasmeier Business Consulting as its accountant.
The firm will provide these services:
a. advise the Debtor with respect to its finances during its
Chapter 11 case;
b. assist in preparing documents and applications in
furtherance of the Debtor's interests and objectives;
c. assist the Debtor in the formulation of a plan of
reorganization;
d. consult with the Debtor, its legal counsel and the Office
of the U.S. Trustee concerning the administration of the Debtor's
estate;
e. perform other accounting services.
Marie Grasmeier, the firm's accountant who will be providing the
services, will be paid at the rate of $250.
In court filings, Ms. Grasmeier disclosed that she does not
represent interest adverse to the Debtor's estate.
Ms. Grasmeier can be reached at:
Marie J. Grasmeier, CPA
Grasmeier Business Consulting
12221 Towne Lake Dr., Ste A-120
Fort Myers, FL 33913
Phone: 239-450-2105
About Benson Property Investment
Benson Property Investment Corp. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-00336) on March 17, 2021, listing under $1 million in both
assets and liabilities. Johnston Law, PLLC and Grasmeier Business
Consulting serve as the Debtor's legal counsel and accountant,
respectively.
BERNARD L. MADOFF: Investors Take Ponzi Profits Fight to High Court
-------------------------------------------------------------------
Law360 reports that the clients of the Bernie L. Madoff Investment
Securities' Ponzi scheme have asked the U.S. Supreme Court to
review lower court orders requiring them to return $41 million in
fraudulent profits to the Madoff bankruptcy estate.
A group of Madoff investors, including Turtle Cay Partners and
South Ferry Building Co. LP, claims that the Second Circuit got it
wrong last 2020 when it ruled that they were not entitled to keep
more than their principal investment in the fraudulent fund since
those payments were not in exchange for value to the estate.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Jan. 31,
2021, and since his appointment in December 2008, the SIPA Trustee
has amassed more than $14.413 billion as a result of recoveries and
settlement agreements. These recoveries exceed similar efforts
related to prior Ponzi scheme recoveries, in terms of dollar value
and percentage of stolen funds recovered. Eligible BLMIS customers
have now received almost 70 percent of their allowed claims, and
the SIPA Trustee is optimistic that this figure will rise as we
secure more recoveries and distributions in the future.
BGC PARTNERS: Egan-Jones Keeps BB+ LC Senior Unsecured Rating
-------------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its 'BB+'
local currency senior unsecured rating on debt issued by BGC
Partners, Inc.
Headquartered in New York, New York, BGC Partners, Inc. operates as
a global brokerage company servicing the financial and real estate
markets.
BLINK CHARGING: Widens Net Loss to $17.8 Million in 2020
--------------------------------------------------------
Blink Charging Co. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$17.85 million on $6.23 million of total revenues for the year
ended Dec. 31, 2020, compared to a net loss of $9.65 million on
$2.76 million of total revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $33.98 million in total
assets, $6.82 million in total liabilities, and $27.16 million in
total stockholders' equity.
During the years ended Dec. 31, 2020 and 2019, the Company financed
its activities from proceeds derived from debt and equity
financings occurring in prior periods. A significant portion of
the funds raised from the sale of capital stock has been used to
cover working capital needs and personnel, office expenses and
various consulting and professional fees.
For the years ended Dec. 31, 2020 and 2019, the Company used cash
of $18,069,954 and $10,764,813, respectively, in operations. The
Company's cash used for the year ended Dec. 31, 2020 was primarily
attributable to its net loss of $17,846,467, reduced by net
non-cash expenses in the aggregate amount of $1,589,655, and by
$1,813,142 of net cash used in changes in the levels of operating
assets and liabilities. The Company's cash used for the year ended
Dec. 31, 2019 was primarily attributable to our net loss of
$9,648,500, reduced by net non-cash expenses in the aggregate
amount of $1,290,308, and by $2,406,621 of net cash used in changes
in the levels of operating assets and liabilities.
During the year ended Dec. 31, 2020, net cash provided by investing
activities was $260,240, of which $2,773,816 was provided in
connection with the sale of marketable securities and $2,547,220
was used to purchase charging stations and other fixed assets. $1
was used as purchase consideration in connection with the BlueLA
acquisition and, in connection with the business combination, the
Company acquired $3,379 of cash. Additionally, the Company
acquired $30,266 of cash in connection with the U-Go Stations, Inc
acquisition. During the year ended Dec. 31, 2019, cash used in
investing activities was $552,820, which was used to purchase
charging stations and other fixed assets.
During the year ended Dec. 31, 2020, net cash provided by financing
activities was $36,058,709, of which $855,666 was attributable to
proceeds from the Company's PPP loan, $19,175,546 was attributable
to the net proceeds from the sale of common stock under its ATM
program and $16,264,687 was attributable to the net proceeds from
warrant exercises, partially offset by $72,190 used to pay down the
Company's liability in connection with internal use software and
$165,000 used to repay notes payable. During the years ended
Dec. 31, 2019 cash used in financing activities was $52,379 which
was used to pay down its liability in connection with internal use
software.
As of Dec. 31, 2020, the Company had cash, working capital and an
accumulated deficit of $22,341,433, $19,579,775 and $187,351,448,
respectively.
In January 2021, the Company completed an underwritten registered
public offering of 5,660,000 shares of its common stock at a public
offering price of $41.00 per share. The Company received
approximately $232.1 million in gross proceeds from the public
offering, and approximately $221.5 million in net proceeds after
deducting the underwriting discount and offering expenses paid by
the Company.
Blink Charging said, "We are using the net proceeds from the public
offering to supplement our operating cash flows to fund EV charging
station deployment and finance the costs of acquiring competitive
and complementary businesses, products and technologies as a part
of our growth strategy, and for working capital and general
corporate purposes.
"We have not yet achieved profitability and expect to continue to
incur cash outflows from operations. It is expected that our
operating expenses will continue to increase and, as a result, we
will eventually need to generate significant product revenues to
achieve profitability. Historically, we have been able to raise
funds to support our business operations, although there can be no
assurance that we will be successful in raising significant
additional funds in the future. We expect that our cash on hand
will fund our operations for at least 12 months after from the
issuance date of the financial statements included in this Annual
Report.
"Since inception, our operations have primarily been funded through
proceeds received in equity and debt financings. We believe we
have access to capital resources and continue to evaluate
additional financing opportunities. There is no assurance that we
will be able to obtain funds on commercially acceptable terms, if
at all. There is also no assurance that the amount of funds we
might raise will enable us to complete our development initiatives
or attain profitable operations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1429764/000149315221007550/form10-k.htm
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com/-- is
an owner and operator of electric vehicle charging stations in the
United States and a growing presence in Europe, Asia, Israel, the
Caribbean, and South America. The Blink Network utilizes
proprietary cloud-based software that operates, maintains, and
tracks the EV charging stations connected to the network, along
with the associated charging data. The Company has established key
strategic partnerships to roll out adoption across numerous
location types, including parking facilities, multifamily
residences and condos, workplace locations, health care/medical
facilities, schools and universities, airports, auto dealers,
hotels, mixed-use municipal locations, parks and recreation areas,
religious institutions, restaurants, retailers, stadiums,
supermarkets, and transportation hubs.
BLUE DOLPHIN: Swings to $14.5 Million Net Loss in 2020
------------------------------------------------------
Blue Dolphin Energy Company filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$14.46 million on $174.81 million of total revenue from operations
for the 12 months ended Dec. 31, 2020, compared to net income of
$7.36 million on $309.26 million of total revenue from operations
for the 12 months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $69.30 million in total
assets, $80.08 million in total liabilities, and a total
stockholders' deficit of $10.78 million.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/793306/000165495421003642/bdco_10k.htm
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO".
BOY SCOUTS OF AMERICA: Claimants Say Plan Disclosures Inadequate
----------------------------------------------------------------
Claimants Nos. 171/39460, SA-1173, SA-158/39422, SA-13828/SA-18155,
SA-16358, 42480, 33732/38543, SA-20374, SA-71538, 46013/46022,
93829, 54613, SA-69750, and 92711, all survivors of childhood
sexual abuse who each filed a Sexual Abuse Survivor Proof of Claim
against Boy Scouts of America, object to the sufficiency and
adequacy of the Disclosure Statement of Boy Scouts of America and
Delaware BSA, LLC.
The Claimants aver that the Disclosure Statement:
-- fails to disclose the assets and liabilities of each party
receiving a release:
* The Disclosure Statement does not provide any
property-by-property valuation of the real or personal property
that the Debtors intend to transfer to a settlement trust, or any
property-by-property valuation of the real or personal property
that it seeks to retain. The same is true of its other assets,
including investments.
* The Disclosure Statement does not include in its
liquidation analysis the properties of the local councils.
* The Disclosure Statement and the Plan fail to provide any
property valuation information for a creditor to determine if the
local council is making a substantial contribution that warrants a
release and channeling injunction.
* Claimants cannot make an informed decision to vote to
accept or reject the Plan because the Disclosure Statement does not
contain any information about the number of claims against each
local council or charter organization, or any estimate of the value
of such claims.
* The Disclosure Statement also fails to adequately explain
how any contribution by non-Debtor entities, including local
councils, will be utilized, including whether their contribution
will be used to pay administrative expenses, to pay trust
administrative and legal expenses, or to compensate others who do
not have a claim against that entity.
* The inadequacy of the Disclosure Statement is illustrated
by the fact that the Debtors state in the Plan that they are
"committed" to ensuring the local councils collectively contribute
at least $300 million, but they fail to disclose how much each
council has available to contribute, how much each council is
contributing, and how the contributions of each council will be
utilized, including whether the contributions of a council will be
used to compensate abuse survivors who do not have a claim against
that council.
-- fails to disclose the specific entities to be released.
Claimants object to the adequacy of the Disclosure Statement and
the accompanying solicitation procedures because they fail to
notify Claimants as to which local council and/or charter
organization is associated with their abuse, whether any such
entity will receive a release, and if so, the terms of the release.
If the Plan is designed to provide a release to non-debtor third
parties, such as the local councils and charter organizations, the
Debtors should identify each local council and charter organization
and their relationship to each of the Claimants.
-- fails to disclose insurance coverage risks. The Claimants
object to the adequacy of the Disclosure Statement because it fails
to explain the likelihood of defeating the insurers' coverage
defenses or the insurance companies' ability to pay abuse claims
that total billions of dollars. The Disclosure Statement barely
makes a passing note that the insurers have asserted coverage
defenses and the Debtors make no effort to evaluate those risks.
-- fails to disclose how insurance policies will be utilized.
The Claimants object to the adequacy of the Disclosure Statement
because it fails to explain how the proceeds of any insurance
policies assigned to the trust will be utilized. The Claimants are
entitled to know how the proceeds of any policies will be utilized,
including whether the proceeds of a policy that covers a Claimant's
claim is being used to pay administrative expenses, to pay trust
administrative and legal expenses, or to compensate others who do
not have a claim covered under the same policy.
-- fails to disclose the contribution of insurers and their
insureds. The Claimants object to the adequacy of the Disclosure
Statement because it fails to explain what contribution the
insurers and their non-Debtor insureds will make in order to
receive a release. The Claimants object to the adequacy of the
Disclosure Statement because it fails to specify what contribution
the local council and/or charter organizations will have to make to
receive a release, including a contribution above and beyond their
rights under insurance policies.
Claimants further point out that the scope of this bankruptcy
necessitates transparency regarding the handling of insurance
policies. As it stands, the Plan would provide each Claimant an
average of $6,000, or less, from the Debtors and the local
councils, which they partly justify by the assignment of insurance
policies. The average award could be significantly lower, if
non-existent, after administrative expenses. Claimants must have
sufficient information to evaluate the risks of the Plan if the
Claimant is to release multiple non-debtor entities. As filed, the
Disclosure Statement falls far short of the Bankruptcy Code's
standard for its approval.
Attorney for Claimants:
Daniel K. Astin
CIARDI CIARDI & ASTIN
1204 North King Street
Wilmington, DE 19801
Telephone: (302) 658-1100
Facsimile: (302) 658-1300
E-mail: dastin@ciardilaw.com
- and -
Albert A. Ciardi, III, Esquire
Walter W. Gouldsbury III, Esquire
CIARDI CIARDI & ASTIN
1905 Spruce Street
Philadelphia, PA 19103
Telephone: (215) 557-3550
Facsimile: (215) 557-3551
E-mail: aciardi@ciardilaw.com
wgouldsbury@ciardilaw.com
- and -
John Bonina, Esq.
Bonina & Bonina, P.C.
16 Court Street, Suite 1800
Brooklyn NY 11241
Tel: (718)522-1786
E-mail: jbonina@medlaw1.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRIAN WITZER: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, has temporarily granted the emergency motion
filed by the Law Offices of Brian D. Witzer, Inc., for an order
authorizing interim use of cash collateral.
The Debtor requires the use of cash collateral in which its secured
creditors, U.S. Small Business Administration and Pravati Credit
Fund III LP, assert an interest in order to pay reasonable expenses
it incurs during the ordinary course of its business.
The event that precipitated the filing of the Debtor's Chapter 11
bankruptcy case was the Order Denying Debtor's Motion to Vacate the
Judgment entered in favor of Pravati Credit Fund III LP. On
November 22, 2019, Pravati filed an action against the Debtor and
its principal Brain D. Witzer in the Superior Court of California,
County of Los Angeles, for their alleged breaches of nonrecourse
advance agreement to fund the Debtor's litigation activities.
Prior to commencing the State Court Action, the parties had
arbitrated the matter in Arizona, per the terms of the Agreement's
arbitration clause. The arbitrator panel found in Pravati's favor,
finding that Pravati was entitled to recover $7,981,502 from the
Debtor and Mr. Witzer. On November 30, 2020, the court in the State
Court Action granted Pravati's Petition to Confirm the Arbitration
Award, and, on December 21, 2020, the judgment was entered.
On January 4,2021, the Debtor filed a Motion to Vacate the Judgment
pursuant to Code of Civil Procedure section 663. On March 4, 2021,
the Court issued an Order Denying Debtor's Motion to Vacate.
The Debtor is confident that it can enter into plan treatment
stipulations with its creditors. The Debtor's proposed counsel has
already commenced settlement discussions with Pravati. The Debtor
is optimistic about the prospects of its reorganizational efforts.
Without question, the COVID-19 pandemic has negatively impacted the
country's economy and devastated certain sectors of the economy.
The Debtor's operations have been impacted by the pandemic as well.
However, now that trials have resumed, Mr. Witzer has already begun
the first of four trials scheduled for this year.
The Trejo v. Johnson & Johnson case, which resulted in a $48.2
million verdict in 2011, will be going to retrial this year as the
long cause package was recently submitted to the Court. The Debtor
is currently engaged in a month-long trial in the Superior Court of
California and continues to sign up new clients. The Debtor intends
to use the income it generates from its operations to propose a
feasible Plan of Reorganization.
A continued hearing on the matter is scheduled for April 27, 2021
at 2 pm.
A copy of the order is available for free at https://bit.ly/3fPi6mT
from PacerMonitor.com.
About Law Offices of Brian D. Witzer, Inc.
The Law Offices of Brian D. Witzer -- https://witzerlaw.com -- is a
law firm specializing in serious personal injury, pharmaceutical
litigation, traumatic brain injury, premises liability,
construction liability, product liability, sexual assaults, and bad
faith insurance.
The Law Offices of Brian D. Witzer sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-12517) on March 29, 2021. In the petition signed by Brian D.
Witzer, chief executive officer and owner, the Debtor disclosed up
to $500,000 in assets and up to $50 million in liabilities.
Judge Neil W. Bason oversees the case.
Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger
is the Debtor's legal counsel.
BROOKDALE SENIOR: Egan-Jones Keeps CC Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Brookdale Senior Living. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in Brentwood, Tennessee, Brookdale Senior Living owns
and operates over 700 senior living communities and retirement
communities in the United States.
BROWNIE'S MARINE: Incurs $1.3 Million Net Loss in 2020
------------------------------------------------------
Brownie's Marine Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$1.35 million on $4.55 million of total net revenues for the year
ended Dec. 31, 2020, compared to a net loss of $1.42 million on
$2.96 million of total net revenues for the year ended Dec. 31,
2019.
As of Dec. 31, 2020, the Company had $2.07 million in total assets,
$1.49 million in total liabilities, and $583,804 in total
stockholders' equity.
Boynton Beach, Florida-based Liggett & Webb, P.A., the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has
experienced net losses and has an accumulated deficit. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
Management's Comments
Chris Constable, CEO of Brownie's Marine Group, Inc. stated,
"Brownie's Marine Group had a break-out year in 2020 achieving an
Adjusted Net Income profit, in addition to overall revenue
increasing 53% year over year. The strong performance can be
attributed in part to the team at BLU3, led by Blake Carmichael,
who had a fantastic fourth quarter holiday season with a 35% Q4
revenue increase year over year. The BLU3 division continues to
grow sales of our BLU3 Nemo product, which has strong momentum in
2021, and we are looking forward to the introduction of the BLU3
Nomad later this year during the third quarter. Additionally,
Brownie's Third Lung division also made a significant leap forward
growing Q4 sales by 70% year over year. We have worked to
diversify and reduce seasonal impacts to revenue within our
Brownie's Third Lung division and are very pleased with the
contribution we are seeing from new geographic areas, such as
Australia. We are also proud of our efforts to increase Direct to
Consumer sales, which grew 59.9% in 2020, and can be attributed
primarily to an increased focus on marketing through our social
media channels."
Chris Constable added, "We have a strong outlook in 2021 for our
platform businesses, in addition to a strategic mindset towards
several acquisitions which could further accelerate our growth
plans. We are excited for the year ahead and look forward to
updating shareholders in the near term."
"We are so proud of our team for what they have accomplished in
this last year, persevering through disruptions in parts of the
supply-chain as well as a challenging backdrop for consumer
confidence. We have increased sales significantly, driven by our
market-leading products. And, importantly, we have also taken
steps to optimize the cost structure of the company, one which will
enable the opportunity for stronger profitability going forward,"
said Robert M. Carmichael, president and Chairman of the Board.
"We are looking to build on this momentum in 2021 and continue to
deliver value to our customers, employees and shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1166708/000149315221007486/form10-k.htm
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., is the parent company to a family of innovative brands with a
unique concentration in the industrial, and recreational diving
industry. The Company, together with its subsidiaries, designs,
tests, manufactures, and distributes recreational hookah diving,
yacht-based scuba air compressors and nitrox generation systems,
and scuba and water safety products in the United States and
internationally. The Company has three subsidiaries: Trebor
Industries, Inc., founded in 1981, dba as "Brownie's Third Lung";
BLU3, Inc.; and Brownie's High-Pressure Services, Inc., dba LW
Americas. The Company is headquartered in Pompano Beach, Florida.
CABOT OIL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Cabot Oil & Gas Corporation.
Headquartered in Houston, Texas, Cabot Oil & Gas Corporation is an
independent oil and gas company that develops, exploits, and
explores oil and gas properties located in North America.
CANCER GENETICS: Incurs $8 Million Net Loss in 2020
---------------------------------------------------
Cancer Genetics, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$8 million on $5.75 million of revenue for the year ended Dec. 31,
2020, compared to a net loss of $6.71 million on $7.30 million of
revenue for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $8.35 million in total assets,
$4.37 million in total liabilities, and $3.98 million in total
stockholders' equity.
At Dec. 31, 2020, the Company's history of losses required
management to assess its ability to continue operating as a going
concern, according to ASC 205-40, Going Concern. During the year
ended Dec. 31, 2020, the Company incurred a net loss of $8.0
million, including impairment charges of $2.2 million and $539,000
of merger-related expenses. As of Dec. 31, 2020, the Company's
accumulated deficit was $172.4 million. Cash used in operating
activities for the year ended Dec. 31, 2020 was $5.4 million. As
of Dec. 31, 2020, the Company had $2.4 million of available cash to
fund ongoing operating activities. The Company raised $29.5
million subsequent to Dec. 31, 2020. Therefore, the Company
believes that with the cash available after the equity raises that
the Company has sufficient cash to support its operations for at
least one year from issuance of these financial statements and
therefore substantial doubt as to the Company's ability to continue
as a going concern has been alleviated.
The Company said its ability to continue as a going concern is
dependent on reduced losses and improved future cash flows.
Alternatively, the Company may be required to raise additional
equity or debt capital, or consummate other strategic transactions.
The Company can provide no assurance that these actions will be
successful or that additional sources of financing will be
available on favorable terms, if at all.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1349929/000134992921000004/cgix-20201231.htm
About Cancer Genetics
Through its vivoPharm subsidiary, the Cancer Genetics --
http://www.cancergenetics.com-- offers proprietary preclinical
test systems supporting drug discovery programs valued by the
pharmaceutical industry, biotechnology companies, and academic
research centers. The Company is focused on precision and
translational medicine to drive drug discovery toward novel and
repurposed therapies. vivoPharm specializes in conducting studies
tailored to guide drug development, starting from compound
libraries and ending with a comprehensive set of in vitro and in
vivo data and reports, which are needed for Investigational New
Drug filings. vivoPharm operates in the Association for Assessment
and Accreditation of Laboratory Animal Care International (AAALAC)
accredited and GLP compliant audited facilities.
CASTEX ENERGY: April 12 Hearing on Disclosure Statement
-------------------------------------------------------
The Honorable Marvin Isgur, United States Bankruptcy Judge, will
convene a hearing on whether to grant conditional approval of the
Disclosure Statement of Castex Energy 2005 Holdco, LLC, et al., in
the United States Bankruptcy Court for the Southern District of
Texas, Houston Division, 515 Rusk Street, 4th Floor, Courtroom No.
404, Houston, Texas 77002 on April 12, 2021, at 4:00 p.m.
(prevailing Central Time).
April 9, 2021, at 12:00 p.m. (prevailing Central Time) is fixed as
the deadline for filing objections to the conditional approval of
the Disclosure Statement and serving the same.
About Castex Energy 2005 Holdco
Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy
2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Feb.
26, 2021 (Bankr. S.D. Tex. Lead Case No. 21-30710) on Feb. 26,
2021. At the time of the filing, the Debtors disclosed assets of
between $100 million and $500 million and liabilities of the same
range.
Judge David R. Jones oversees the cases.
The Debtors tapped Okin Adams LLP as their bankruptcy counsel, The
Claro Group, LLC as their financial advisor, and Thompson & Knight
LLP as special counsel and conflicts counsel. Donlin, Recano &
Company, Inc. is the notice, claims and balloting agent.
CASTEX ENERGY: Gets Court Green Light to Use Cash Collateral
------------------------------------------------------------
Law360 reports that the oil and gas driller Castex Energy told a
Texas bankruptcy judge Monday, April 5, 2021, that it will be
suspending operations and has received permission to fund its
Chapter 11 case with its existing cash after resolving creditor
complaints about its cash collateral terms.
At a virtual hearing, counsel for Castex Energy Inc. told U.S.
Bankruptcy Judge Marvin Isgur that the company's board had decided
to suspend drilling operations and that its proposed cash
collateral order had been amended in response to objections by the
unsecured creditors committee and other creditors. The amendments
included giving the committee more consultation rights.
About Castex Energy 2005 Holdco
Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy
2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on
February 26, 2021 (Bankr. S.D. Tex. Lead Case No. 21-30710) on Feb.
26, 2021. The petitions were signed by chief restructuring
officer, Douglas J. Brickley. At the time of the filing, the
Debtors estimated their assets and liabilities at $100 million to
$500 million.
Judge David R. Jones oversees the case. The Debtors are represented
by Matthew Okin, Esq. at Okin Adams LLP. The Debtors tapped The
Claro Group, LLC as their Financial Advisors, Thompson &
Knight LLP as their Special Counsel and Conflicts Counsel, and
Donlin, Recano & Company, Inc. as their Notice, Claims & Balloting
Agent.
CBL & ASSOCIATES: Wins Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has authorized CBL & Associates Properties, Inc.
and affiliates to use the cash collateral of Wells Fargo Bank,
National Association, in its capacity as administrative agent, on a
final basis in accordance with the budget.
As of the Petition Date, pursuant to the First Lien Loan Documents,
the First Lien Secured Parties, consisting of Wells Fargo and the
Lenders party to the Credit Agreement dated January 30, 2019, may
assert prepetition claims against certain of the Debtors in an
aggregate amount no less than:
(a) $447 million in aggregate principal amount of term loans
plus
(b) $676 million in aggregate principal amount of revolving
loans plus
(c) prepetition accrued interest and all fees, costs, expenses
owing under or in connection with First Lien Loan Documents whether
arising prepetition or postpetition including postpetition interest
at the default rate.
As of the Petition Date, pursuant to the Property Level Loans, the
Property Level Lenders may assert prepetition claims against
certain of the Debtors and non-Debtor affiliates in an aggregate
amount equal to approximately $2 billion plus prepetition accrued
interest and all fees, costs, expenses, owing under or in
connection with Property Level Loans.
The Prepetition First Lien Claims are secured in accordance with
the terms of the First Lien Loan Documents, including direct or
indirect pledges of certain of the Debtors' properties from Debtor
entities owning such Credit Facility Properties. The Property Level
Secured Claims are secured in accordance with the Property Level
Loan Documents, including, among other things the borrowing
interest in certain of the Debtors' properties owned by certain
non-Debtor affiliates.
The Court says so long as the First Amended and Restated
Restructuring Support Agreement dated as of March 21, 2021 has not
been terminated, the Debtors are authorized to use all Cash
Collateral and all proceeds of the Prepetition Secured Parties in
accordance with the terms of the Final Order; provided that if the
Amended RSA is terminated, the Debtors will have five business days
from the date that the Amended RSA is terminated in accordance with
its terms to file a motion with the Court seeking authority to use
Cash Collateral and the Debtors will be authorized to use Cash
Collateral in accordance with the Final Order until the Court rules
on such motion.
The Debtors are directed to maintain their cash management
arrangements in a manner consistent with the Final Order (I)
Authorizing Debtors to Continue (A) Using Existing Cash Management
System, Bank Accounts, and Business Forms and (B) Funding
Intercompany Transactions, (II) Providing Administrative Expense
Priority for
Postpetition Intercompany Claims, and (III) Granting Related
Relief.
As adequate protection, the Debtors will:
i. continue to maintain and operate the Credit Facility
Properties in the ordinary course of business;
ii. segregate all rents and revenues received from tenants at
the Credit Facility Properties and all other proceeds from
operation of the Credit Facility Properties after payment of the
Property Expenses from operation of the Credit Facility Properties;
and
iii. prepare and provide to the Administrative Agent monthly
operating budgets for the Credit Facility Properties and provide
such information relating to the Credit Facility Properties as will
reasonably be requested by the Administrative Agent.
To the extent the Property Lenders have valid interests in net
proceeds distributed from the Non-Debtor Property-Level Entities to
the Debtors, the Debtors will direct the applicable Non-Debtor
Property-Level Entities to:
i. make interest payments arising under the Property Level
Loan Documents in accordance with the terms thereof; and
ii. continue to maintain and operate the Mortgage Loan
Properties in the ordinary course of business, including, but not
limited to, the payment of associated wages, management fees,
taxes, insurance costs, necessary capital expenditures, tenant
allowances, and other operational expenses.
A copy of the Final Order is available for free at
https://bit.ly/3cQ4FBh from PacerMonitor.com.
About CBL & Associates Properties, Inc.
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Tex. Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC, as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
CENTURY ALUMINUM: Moody's Hikes CFR to B3 & Rates $250M Notes Caa1
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Century
Aluminum Company's new $250 million senior secured notes due 2028.
Moody's also upgraded Century's Corporate Family Rating to B3 from
Caa1 and the Probability of Default Rating to B3-PD from Caa1-PD.
The proceeds from the proposed notes will be used to refinance the
existing senior secured notes due 2025, for general corporate
purposes and to pay for related transaction fees and expenses. The
rating of the existing notes will be withdrawn after the close of
the transaction. The Speculative Grade Liquidity rating remains
SGL-3. The outlook is stable.
"The ratings upgrade reflects the recovery in aluminum demand and
prices, the signing of the new 3-year Mt. Holly power contract with
Santee Cooper and Moody's expectations that higher earnings and
cash flow generation will meaningfully improve Century's credit
profile over the next 12-18 months," said Botir Sharipov, Vice
President and lead Analyst for Century Aluminum.
Upgrades:
Issuer: Century Aluminum Company
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Assignments:
Issuer: Century Aluminum Company
Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD4)
Outlook Actions:
Issuer: Century Aluminum Company
Outlook, Remains Stable
RATINGS RATIONALE
Century's B3 Corporate Family Rating (CFR) reflects its modest
size, relatively high cost position and its exposure to the
volatile global aluminum market fundamentals which have improved
after being severely impacted in 2020 due to the impact of the
pandemic on the aluminum end-markets. The high sensitivity of
Century's earnings and cash flows to incremental changes in alumina
and aluminum prices which cause wide fluctuations in credit metrics
are limiting factors for the company's credit rating. The rating
also considers the stability of the company's offtake, most of
which is under contract with Glencore plc (Baa1, negative), which
also owns 42.9% of Century's outstanding common stock.
Aluminum demand from the automotive, aerospace, and general
manufacturing sectors deteriorated sharply in early 2020. LME
Aluminum prices declined to near $1,400/ton in April 2020 while
alumina prices bottomed out near $225/ton, which along with lower
energy and other input prices mitigated the impact of the temporary
collapse in aluminum prices. However, aluminum prices recovered
rather quickly to pre-pandemic levels and are currently trading
above $2,200/ton benefitting from the improved fundamentals,
rebound in automotive production after coronavirus related
disruptions in 2020, and the recovery in China's aluminum demand in
part due to significant infrastructure and construction stimulus
programs. Regional Midwest Premium has recently exceeded $430/ton
reflecting the currently strong domestic aluminum demand.
Although the global economic environment has improved after a
challenging 2020, Moody's expects global aluminum market to remain
oversupplied in 2021. Aluminum prices are expected to decline from
current levels given the slow recovery in the global aerospace
sector, key end market for aluminum, challenges currently faced by
the automotive industry due to semi-conductor shortages and the
continued growth in smelting capacity in China that accounts for
more than 50% off the global production and consumption of
aluminum. LME aluminum stocks remain higher than in prior years
despite falling from the pandemic-induced highs seen in 2020. While
China's aluminum exports declined for two consecutive years as
global demand weakened and it became a net importer of unwrought
aluminum products, indicating a swift rebound in domestic demand
relative to the rest of the world, China remains a substantial net
exporter of semi-fabricated aluminum and foil products.
While Century's credit metrics deteriorated in 2020, the company
was able to generate positive free cash flow of $30 million driven
by lower input and operating costs, inflow of cash from working
capital release and reduced capex. The company has recently signed
a new 3-year power agreement with Santee Cooper that will enable it
to increase the Mt. Holly smelter production from 50% to 75% of the
facility's capacity at the capital cost of about $50 million.
Considering Q1 prices, the aluminum and alumina pricing lag and
assuming average 2021 realized prices in the $1,850-$2,000/ton
range for aluminum, Midwest premium of $350/ton (lower than spot
price and regional premium, respectively) and $300/ton alumina
price, Moody's estimates that Century's 2021 Moody's-adjusted
EBITDA will be in the range of $80-140 million and Moody's adjusted
debt/EBITDA in the range of 3x-6x. The wide range of our estimates
reflects the high sensitivity of the company earnings to aluminum
prices. Based on these assumptions and after factoring in the Mt
Holly capex, Moody's also expects the company to generate slightly
negative to breakeven free cash flow in 2021. If aluminum prices
and Midwest premium do not decline materially from current levels,
Century will generate meaningful positive free cash flow in 2021.
The stable outlook reflects Moody's expectations that aluminum
market fundamentals will remain stable and supportive the company's
credit profile and that Century's debt protection metrics will
evidence meaningful improvement in 2021 and that the company will
maintain an adequate liquidity position.
Century faces a number of ESG risks, typical for a primary aluminum
producer, including the risks related to carbon dioxide emissions
by its smelters, stringent environmental regulations governing
third party coal-fired plants that supply some of the company's
energy requirements as well as its highly unionized workforce,
which represents about 65% of the total workforce.
Century's SGL-3 speculative grade liquidity rating considers the
company's adequate liquidity supported by cash balances of $82
million at December 31, 2020 and availability of about $96 million,
net of letters of credit, under its $175 million asset based credit
facility (ABL) maturing in May 2023 and $5 million in availability
under its Iceland subsidiary's $50 million revolving credit
facility, which expires in November 2022. Proceeds from the
offering of $75 million senior unsecured convertible notes (not
rated) which are being offered by Century concurrently with the new
senior secured notes, will be used to repay the $45 million
outstanding under its Iceland subsidiary's $50 million revolving
credit facility, increasing the availability under the RCF to $50
million. Century is expected to have $80 million in cash on hand at
the transaction close. The $175 million ABL has a springing
financial covenant that requires the company to maintain a fixed
charge coverage ratio of at least 1x when availability is less than
or equal to $17.5 million.
The Caa1 rating on the new senior secured notes reflects their
weaker position in the capital structure behind the company's $175
million ABL and $50 million Iceland subsidiary credit facility
(both unrated). The secured notes benefit from a second priority
lien on all domestic assets, stock of domestic subsidiaries, and
100% of stock of foreign subsidiaries. Because the company does not
currently have domestic first lien funded debt other than the ABL,
the secured notes effectively have a first lien claim on the
domestic assets not pledged to the ABL.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings upgrade would be considered if the company lowers the
overall debt to levels that will enable it to better withstand the
volatility in aluminum prices during economic downturns.
Quantitatively, the ratings could be upgraded if the company
demonstrates a sustainable EBIT margin of at least 6%,
EBIT/interest of 3.0x and leverage, measured as adjusted
debt/EBITDA ratio, of below 4.5x.
The rating could be downgraded should, on a sustained basis, the
EBIT margin remain below 2%, EBIT/interest at less than 1.5x and
debt/EBITDA ratio at above 5.5x, or if the liquidity deteriorates
meaningfully.
The principal methodology used in these ratings was Steel Industry
published in September 2017.
Headquartered in Chicago, Illinois, Century is a primary aluminum
producer in North America and Iceland with ownership interests in
four aluminum production facilities. The company also produces
carbon anodes at its Century Vlissingen facility in the
Netherlands. Revenues for the twelve months ended December 31, 2020
were $1.6 billion. Glencore plc and its affiliates own 42.9% of
Century's outstanding common stock.
CHENIERE ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Cheniere Energy, Inc. EJR also maintained its 'B'
rating on commercial paper issued by the Company.
Headquartered in Houston, Texas, Cheniere Energy, Inc. is an energy
company focused on LNG-related businesses.
CINEMARK HOLDINGS: Egan-Jones Keeps CCC- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Cinemark Holdings, Inc. EJR also maintained its
'C' rating on commercial paper issued by the Company.
Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates
movie theaters.
CLEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Clean Harbors Inc.
Headquartered in Norwell, Massachusetts, Clean Harbors, Inc. is a
provider of environmental and industrial services, including
hazardous waste disposal for companies.
CLEVELAND-CLIFFS: Egan-Jones Keeps B Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Cleveland-Cliffs Inc. EJR also maintained its 'B'
rating on commercial paper issued by the Company.
Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc.
manufactures custom-made pellets and hot briquetted iron (HBI),
flat-rolled carbon steel, stainless, electrical, plate, tinplate
and long steel products, as well as carbon and stainless steel
tubing, hot and cold stamping and tooling.
CM WIND: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by CM Wind Down Topco Inc. EJR also maintained its
'C' rating on commercial paper issued by the Company.
Headquartered in Atlanta, Georgia, CM Wind Down Topco Inc. operates
as a radio broadcasting company.
COGENT COMMUNICATIONS: Egan-Jones Keeps B Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Cogent Communications Holdings, Inc. EJR also
maintained its 'B' rating on commercial paper issued by the
Company.
Headquartered in Washington, D.C., Cogent Communications Holdings,
Inc. operates as a next generation optical Internet service
provider focused on delivering ultra-high speed Internet access and
transport services.
COLLECTED GROUP: Hits Chapter 11 With KKR-Backed Plan
-----------------------------------------------------
The Collected Group LLC filed for Chapter 11 bankruptcy in Delaware
with a plan that would let KKR & Co. affiliates retain control of
the company.
Supporting the Debtors' Prepackaged Plan are (a) all of the
Debtors' Prepetition Secured Lenders, including funds advised by
KKR Credit Advisors (US) LLC ("KKR") and certain affiliates of
Callodine Commercial Finance; (b) KKR Loan Administration Services
LLC, as administrative agent for the Prepetition Secured Lenders
(in such capacity, the "Prepetition Agent"); and (c) the Company's
equity sponsors—certain affiliates of KKR (in such capacity, the
"Current Sponsors").
Berkeley Research Group's Evan Hengel, presently the CRO of the
Debtors, explains that the Prepackaged Plan contemplates the
consummation of the Restructuring Transactions that, among other
things, will (a) deleverage the Debtors' balance sheet by
approximately $150 million, (b) materially reduce the Debtors'
annual interest expense, (c) provide the Debtors with up to $30
million of exit financing to support their go-forward operations,
and (d) put the Reorganized Debtors in a position to succeed and
capitalize on further growth opportunities.
The Plan provides:
* Holders of Allowed First Priority Secured Claims will receive
their pro-rata share of: (i) $14,500,000 of Exit Facility Loans;
(ii) 100 percent of the New Preferred Equity; and (iii) 95 percent
of the New Common Equity, subject to dilution by the MIP Equity;
* Holders of Allowed Second Priority Secured Claims shall
receive five percent (5%) of the New Common Equity, subject to
dilution by the MIP Equity;
* Third Priority Secured Claims shall be canceled, released,
and discharged and shall be of no further force and effect, and
each holder of a Third Priority Secured Claim shall not be entitled
to receive any distribution under the Plan on account of such
Claim;
* General Unsecured Claims (which excludes unsecured Claims
paid pursuant to separate Court order) shall be canceled, released,
and discharged and shall be of no further force and effect, and
each holder of a General Unsecured Claim shall not be entitled
to receive any distribution under the Plan on account of
such Claim;
* Existing Equity Interests shall be canceled, released, and
extinguished and shall be of no further force or effect, and each
holder of an Existing Equity Interest shall not be entitled to
receive any distribution under the Plan on account of such
Interest;
Best Path Forward
The Company believes that the best path forward is to restructure
the business through the Prepackaged Plan, thereby reducing the
Company's secured debt from $185.3 million (plus accrued interest
and fees) to approximately $30 million, relieving the Company of
its legacy and burdensome rent obligations, and allowing the
Company to preserve and enhance its unique and highly-regarded
brand offerings through e-commerce and wholesale sales.
Importantly, the Prepackaged Plan will also save a significant
number of jobs and preserve many important vendor relationships.
Given that the Prepetition Secured Lenders have perfected liens on
the Prepetition Collateral, and that an asset sale process has
already occurred without identifying a viable buyer, the Company is
proposing an organized and efficient restructuring that will
maximize value and minimize operational disruptions and
administrative costs.
Notwithstanding this decision, however, the Company is not
foreclosing the possibility of pivoting to a sale to third party
buyer(s), in an exercise of Board's fiduciary duties, in the event
that a viable third-party purchaser is identified through the
ongoing sale and marketing process being led by Stifel.
Parties Vote on Plan
On April 1, 2021, with the approval of the Special Committee, the
Debtors solicited votes to accept or reject the Prepackaged Plan
from holders of First Priority Secured Claims and Second Priority
Secured Claims, who are the holders of claims in Class 3 and Class
4, the only classes entitled to vote under the Prepackaged Plan.
The holders of claims in Class 1 (Other Secured Claims) and Class 2
(Other Priority Claims) were deemed to accept the Prepackaged Plan
and were not entitled to vote. Additionally, the holders of claims
in Class 5 (Third Priority Secured Claims), Class 6 (General
Unsecured Claims), and Class 9 (Existing Equity Interests) were
deemed to reject the Prepackaged Plan and were not entitled to
vote.
According to Epiq, the Prepackaged Plan was accepted by 100% of
holders of Claims in Class 3 and Class 4 (each of which includes
the vote of a non-insider creditor).
About Collected Group LLC
Collected Group LLC is a designer, distributor, and retailer of
three contemporary, consumer-inspired, apparel lifestyle brands:
Joie, Equipment, and Current/Elliott. It was founded in 2001. The
Collected Group, LLC is TCG, the ultimate parent company, wholly
owns Debtors RBR, LLC and The Collected Group Company, LLC. RBR
wholly owns non-debtor The Collected Group Holdings Manager, LLC,
which, in turn, wholly owns non-debtor The Collected Group
Holdings, LLC.
The Company and 4 affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 21-10663) on April 5, 2021. In the
petitions signed by CRO Evan Hengel, the Debtors estimated assets
of between $50 million and $100 million and liabilities of between
$100 million and $500 million. The Honorable Judge Laurie Selber
Silverstein is the case judge.
The Debtors tapped PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP and
YOUNG CONAWAY STARGATT & TAYLOR, LLP, as attorneys. STIFEL,
NICOLAUS & CO. and affiliate MILLER BUCKFIRE & CO. serve as the
Debtor's investment banker, and BERKELEY RESEARCH GROUP, LLC, is
the financial advisor. EPIQ CORPORATE RESTRUCTURING LLC is the
claims agent.
CPM HOLDINGS: Moody's Raises CFR to B3 on Improved Profitability
----------------------------------------------------------------
Moody's Investors Service upgraded CPM Holdings, Inc.'s ratings,
including the company's corporate family rating to B3 from Caa1 and
probability of default rating to B3-PD from Caa1-PD. Moody's also
upgraded ratings for its senior secured first lien bank credit
facilities to B2 from B3 and second lien term loan rating to Caa2
from Caa3. The outlook is stable.
"The ratings upgrade reflects CPM's improved profitability due to
greater operational efficiency and favorable sales mix, a trend we
expect to continue in 2021", says Shirley Singh, Moody's lead
analyst for the company. "Leverage remains high at close to 7.0x,
but the company has adequate liquidity that provides sufficient
financial flexibility to withstand any volatility in market
conditions", added Singh.
The following rating actions were taken:
Upgrades:
Issuer: CPM Holdings, Inc.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD3) from B3 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2
(LGD5)from Caa3 (LGD5)
Outlook Actions:
Issuer: CPM Holdings, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
CPM's B3 CFR reflects the company's elevated adjusted
debt-to-EBITDA (leverage) of 7.0x and the inherent cyclicality of
its business. CPM's equipment sales exhibit cyclical demand
patterns from its exposure to agricultural end markets, broad-based
global macroeconomic conditions and the availability of equipment
financing. These credit risks are balanced by the company's
sizeable aftermarket presence, low capital investment needs and
strong EBITA margins in excess of 15%. In addition, the company is
well-positioned to benefit from favorable growth trends with a
rising middle class in developing countries increasing their
consumption of meat products that in turn supports demand for
agricultural commodities. The ratings, nonetheless, reflect the
risk associated with its private equity ownership with potential
debt-financed acquisitions and shareholder distributions.
The stable outlook reflects Moody's expectation of modest earnings
growth that will result in leverage below 7.0x in 2021, while
maintaining adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded should the company continue to grow its
scale and earnings while maintaining its current EBITA margins of
above 20%. A ratings upgrade would also be supported by Moody's
expectation that the company will maintain adjusted debt-to-EBITDA
of below 6.0x and EBITA-to-interest expense above 1.8x.
Ratings could be downgraded if the company's operating performance
falters or if debt levels increase resulting in debt-to-EBITDA
sustained above 7.25x or EBITA-to-interest expense close to or
below 1.0x. Any deterioration in liquidity including breakeven or
negative free cash flow could also prompt a downgrade.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Headquartered in Blaine, Minnesota, CPM Holdings, Inc. provides
process machinery and technology to various agricultural end
markets including oilseed, animal feed, breakfast cereal and snack
food, and biofuels. The company is owned by American Securities
LLC. CPM generated $467 million of revenue for the twelve months
ended December 31, 2020.
CYPRUS MINES: Fights Push to Overhaul Tort Claimants' Committee
---------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that bankrupt Cyprus
Mines Corp., whose now-sold talc business assets are ensnared in
hundreds of asbestos lawsuits, denied some tort claimaints'
argument that a committee representing their interest in the
company's Chapter 11 case is flawed.
Cyprus' pushback, at a virtual hearing held Monday, April 5, 2021,
comes as a response to a motion filed by Kazan, McClain, Satterley
& Greenwood PLC, on behalf of some personal injury plaintiffs who
were not selected to be on the Official Committee of Tort
Claimants.
"Mr. Kazan has, we think, only six" of more than 400 outstanding
claims against Cyprus, said Paul M. Singer of Reed Smith.
About Cyprus Mines Corp.
Cyprus Mines Corporation is a Delaware corporation and a
wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an
indirect subsidiary of Freeport-McMoRan Inc. It currently has
relatively limited business operations, which include the ownership
of various parcels of real property, certain royalty interests that
generate de minimis revenue (e.g., less than $1,500 in each of the
past two calendar years), and the ownership of an operating
subsidiary that conducts marketing activities.
Cyprus Mines is a predecessor in interest of Imerys Talc America,
Inc. In June 1992, Cyprus Mines sold its talc-related assets to
RTZ America Inc. (later known as Rio Tinto America, Inc.) through a
two-step process. First, Cyprus Mines transferred its talc-related
assets and liabilities (subject to minor exceptions) to Cyprus Talc
Corporation, a newly formed subsidiary of Cyprus Mines, pursuant to
an Agreement of Transfer and Assumption, dated June 5, 1992.
Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to
RTZ pursuant to a Stock Purchase Agreement, also dated June 5, 1992
(as amended, the "1992 SPA"). The purchase price was approximately
$79.5 million. Cyprus Talc Corporation was later renamed Imerys
Talc America, Inc. By virtue of the 1992 ATA, the entity now named
Imerys expressly and broadly assumed the talc liabilities of Cyprus
Mines and its former subsidiaries that were in the talc business.
Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10
million and $50 million in assets, and between $1 million and $10
million in liabilities.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Reed Smith LLP, led by Kurt F. Gwynne, Esq., as
bankruptcy counsel; Kasowitz Benson Torres, LLP as special
conflicts counsel; and Prime Clerk LLC as claims agent.
James L. Patton, Jr. was appointed as the future claimants'
representative in the Debtor's Chapter 11 case. The FCR tapped
Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel and
Gilbert, LLP as his special insurance counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of tort claimants on March 4, 2021. The committee is
represented by Campbell & Levine, LLC and Caplin & Drysdale,
Chartered.
DECO ENTERPRISES: Fine-Tunes Plan; June 2 Plan Confirmation
-----------------------------------------------------------
Deco Enterprises, Inc., submitted the Second Amended Disclosure
Statement describing Amended Chapter 11 Plan dated April 1, 2021.
The Bankruptcy Court has scheduled June 2, 2021, at 2:00 p.m. as
the hearing to determine whether or not to confirm the Plan. May
12, 2021, is the deadline for objecting to the Confirmation of the
Plan, while ballots must be received by May 12, 2021.
The Second Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* The general unsecured claims of the active sales
representative agencies in Class 4 will receive a dividend of 100%
of their claims paid in 18 equal monthly installments of
approximately $21,057.60 each commencing on the first day of the
first full month after Effective Date.
* The general unsecured claims of SB Associates totaling
$97,496 in Class 5 will receive a dividend of 100% of their claims
paid in 18 equal monthly installments of approximately $737.62
each, commencing on the first day of the first full month after the
Effective Date.
* The general unsecured claims of the customer warranty
claimants totaling $86,438 in Class 6 will receive a dividend of
100% of their claims paid in 18 equal monthly installments of
approximately $4,802 each, commencing on the first day of the first
full month after the Effective Date.
* General unsecured creditors with claims totaling $9,466,322
in Class 7 will receive a dividend of 5% of their claims paid in 60
equal monthly instalment of $7,888.60 each, commencing on the first
day of 6th full month after the effective date, and will receive
100% of the net recovery realized by the Deco estate form the
Pouladian Litigation, after payment with such dividend combined
with the monthly installments not to exceed the allowed amount of
each claimant's claim.
* The shares of Babak Sinai, Saman Sinai, Siamak Sinai, and
Benjamin Pouladian will be canceled and stock in reorganized debtor
will be issued in the name of the new value contributors.
The Plan will be funded by (a) cash on hand ($218,148 as of Dec.
31, 2020); (b) $3.0-4.5 million in new working capital financing;
(c) a new value equity contribution of $950,000 from a newly formed
company that will own 100% of Reorganized Debtor, and whose
shareholders will include Babak Sinai and Siamak Sinai who together
will contribute $450,000 of the new value equity; (d) working
capital availability under the Paragon and Crossroads agreements;
and (e) net monthly income from operation of Deco's business
averaging $293,299 during the term of the Plan.
A full-text copy of the Second Amended Disclosure Statement dated
April 1, 2021, is available at https://bit.ly/3rTYMHI from
PacerMonitor.com at no charge.
General Insolvency Counsel for the Debtor:
Raymond H. Aver
LAW OFFICES OF RAYMOND H. AVER
A Profession Corporation
10801 National Boulevard, Suite 100
Los Angeles, California 90064
Telephone: (310) 571-3511
Email: ray@averlaw.com
About Deco Enterprises
Deco Enterprises, Inc., manufactures lighting fixtures and
systems.
Deco Enterprises filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11846) on Feb. 20,
2020. In the petition signed by Babak Sinai, president/chief
executive officer, the Debtor was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
The Honorable Sheri Bluebond oversees the case.
Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, APC,
is the Debtor's counsel. Mousavi & Lee, LLP, is the special
corporate and litigation counsel.
DONUT HOUSE: Wins Cash Collateral Access Thru April 13
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized the Donut House, Inc. to use cash collateral on an
interim basis in accordance with the budget.
As adequate protection, the Debtor will provide secured creditors
that assert an interest on the collateral with a post-petition lien
on all post-petition inventory and income derived from the
operation of the business and assets, to the extent that the use of
the cash results in a decrease in the value of the Secured
Creditors' interest in the collateral pursuant to 11 U.S.C. section
361(2). All replacement liens will hold the same relative priority
to assets as did the pre-petition liens.
The Debtor will only use cash collateral in accordance with the
Budget, subject to a deviation on line item expenses not to exceed
15% without the prior agreement of Secured Creditors or a Court
order.
The Debtor will keep the Secured Creditors' collateral fully
insured provide the Secured Creditors with a complete accounting,
on a monthly basis, of all revenue, expenditures, and collections
through the filing of the Debtor's Monthly Operating Reports.
A telephonic final hearing on the matter is scheduled for April 13,
2021, at 1 p.m.
A copy of the order is available for free at https://bit.ly/31ySVg2
from PacerMonitor.com.
About Donut House
The Donut House, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 21-11349) on March 22,
2021, listing under $1 million in both assets and liabilities.
Kutner Brinen Dickey Riley, PC serves as the Debtor's counsel.
ECHOSTAR CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by EchoStar Corporation.
Headquartered in Englewood, Colorado, EchoStar Corporation operates
satellite communication infrastructures.
ENPRO INDUSTRIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by EnPro Industries, Inc.
Headquartered in Charlotte, North Carolina, EnPro Industries, Inc.
designs, develops, manufactures, and markets proprietary engineered
industrial products.
EOG RESOURCES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by EOG Resources, Inc.
Headquartered in Houston, Texas, EOG Resources, Inc. explores,
develops, produces, and markets natural gas and crude oil.
EVEN STEVENS: Unsecured Creditors to Get 8% of Equity in Plan
-------------------------------------------------------------
Even Stevens Sandwiches, LLC, Even Stevens Utah, LLC, and Even
Stevens Idaho, LLC, filed a Disclosure Statement.
On July 12, 2019, the Court signed an Order granting relief from
the automatic stay in favor of University Village Limited
Partnership regarding a lease of real property located at 2650 NE
Village Lane, Seattle, WA 98105. The stipulated motion included a
provision stating that Even Stevens Washington, LLC "took all
property to which it had rights under its lease with University
Village, i.e., non-fixture personal property that was removable
without causing damage to the Property." Although Even Stevens
Washington, LLC likely intended to remove certain personal property
from the premises, it did not actually take possession of any
property. Accordingly, the Debtors will seek dismissal of Even
Stevens Washington, LLC, from this bankruptcy case.
The Debtors own no real property and have personal property
consisting primarily of intellectual property, restaurant equipment
and furnishings, and vehicles.
The Debtors have prepared a "waterfall payment schedule" detailing
the estimated timeline for payments to each class of Claims.
The Plan will treat claims as follows:
* Class 1. This Class consists of allowed Administrative Claims.
Although the Debtors will make distributions sufficient to pay 100%
of the Allowed Class 1 Claims, there will not be sufficient funds
to pay 100% of Administrative Claims on the Effective Date.
Accordingly, the Debtors will pay the Allowed Class 1
Administrative Claims as follows: The Debtors anticipate $1,550,000
to be available for payment of Class 1 Administrative Claims. The
Administrative Claims held by the taxing authorities will be paid
in full on the Effective Date, unless otherwise agreed, in the
total estimated amount of $1,077,352.71. The remaining funds in
the estimated amount of $472,647.29 will be paid pro rata on the
Effective Date to the Administrative Claims held by the
professionals; the remaining $148,766.71 owed to professionals will
be paid pro rata by the Distribution Trustee until paid in full.
* The Class 2 claimant, Standard Industries, Inc., filed
multiple proofs of claim in excess of $500,000.00. The Allowed
Class 2 Secured Claim shall, on account of and in full and complete
settlement, release and discharge of, and in exchange for, such
Secured Claim, have its Claim satisfied by the Reorganized Debtor
in semi-annual installments over a period of sixty (60) months with
interest at the rate of 3.5% per annum after payment in full of
administrative and priority claims.
* The Allowed Class 2A Secured Claim of the Internal Revenue
Service shall have its Claim satisfied by the Reorganized Debtor in
semi-annual installments over a period of sixty (60) months with
interest at the rate of 4% per annum after payment in full of
administrative and priority claims.
* The Allowed Class 2B Secured Claim of Cache County shall have
its Claim satisfied by the Reorganized Debtor in semi-annual
installments over a period of sixty (60) months with interest at
the rate of 4% per annum after payment in full of administrative
and priority claims.
* The Allowed Class 3 Priority Unsecured Claims. Based on the
waterfall payment schedule, the Class 3 Priority Claims are
estimated to be paid in full by December 31, 2024.
* The Allowed Class 4 General Unsecured Claims. Based on the
waterfall payment schedule attached, the Class 4 General Unsecured
Creditors start receiving pro rata payments by February 28, 2025
and will share in total estimated payments in the amount of
$194,276.04.
The Debtors believe the sale price of $3,016,670 for 92% of the New
Equity in the Reorganized Debtor is reasonable. The total
estimated value of the Debtors' current fixed assets is $3,258,004
based on the purchase price allocation. Accordingly, the Debtors
assert that the value of 92% of New Equity in the Reorganized
Debtor is worth an estimated $3,016,670 and that 8% of New Equity
to be distributed to Class 4 General Unsecured Creditors is worth
$241,334.
Attorneys for the Debtors:
Pernell W. McGuire
M. Preston Gardner
40 E. Rio Salado Pkwy., Suite 425
Tempe, AZ 85281
Telephone: (480) 733-6800
Fax: (480) 733-3748
E-mail: efile.dockets@davismiles.com
A copy of the Disclosure Statement is available at
https://bit.ly/3cNGxPI from PacerMonitor.com.
About Even Stevens Sandwiches
Even Stevens Sandwiches, LLC, opened its first restaurant in
downtown Salt Lake City, Utah, in June 2014. It has eight
operating locations: seven in Utah and one in Idaho.
Even Stevens Sandwiches and its affiliates each filed voluntary
Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on
March 21, 2019. At the time of the filing, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities.
Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is
the Debtor's legal counsel.
EVERGREEN DEVELOPMENT: April 28 Hearing on Disclosure Statement
---------------------------------------------------------------
Judge Michael E. Ridgway will convene a hearing to consider
approval of the disclosure statement of Evergreen Development Group
will be held on April 28, 2021, at 8:45 a.m., in Courtroom No. 2,
United States Courthouse, 118 South Mill Street, Fergus Falls,
Minnesota.
An objection to the proposed disclosure statement shall be made
seven days prior to the hearing is the last day to timely deliver
an objection, and ten days prior to the hearing is the last day to
timely mail an objection. The objection must be filed not later
than one day after service.
About Evergreen Development Group
Evergreen Development Group is a single asset real estate company
which owns and leases commercial real estate in Waite Park,
Minnesota. Its principal place of business and corporate offices
are located at 95 10th Ave. South, Waite Park, Minnesota, 56387.
The Debtor merged with The Evergreens of Apple Valley, L.L.P. in
2015.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. D. Minn. Case No. 21-60066) on February
26, 2021. In the petition signed by Robert A. Hopman, general
partner, the Debtor disclosed up to $10 million in assets and up to
$50,000 in liabilities.
FOLEY & MANSFIELD, P.L.L.P represents the Debtor as counsel.
EXPO CONSTRUCTION: May 3 Hearing on Disclosure Statement
--------------------------------------------------------
Judge Eduardo V. Rodriguez will hold a hearing to consider the
approval of the disclosure statement of Expo Construction Group,
LLC, on May 3, 2021 at 1:30 p.m. April 26, 2021, is fixed as the
last day for filing and serving written objections to the
disclosure statement.
As reported in the TCR, Expo Construction Group, filed a Chapter 11
Plan of Reorganization and a Disclosure Statement. Payments and
distributions under the Plan will be funded by future income from
the operations of the company. Class 4(a) General Unsecured Claims
will each be paid 3% of their claims over 60 months. A copy of the
Disclosure Statement is available at https://bit.ly/3rS2lhD from
PacerMonitor.com.
About Expo Construction Group
Expo Construction Group, LLC, a Houston-based general contractor,
filed a voluntary petition for relief under Chapter 11 of the
United States Code (Bankr. S.D. Tex. Case No. 20-34099) on Aug. 18,
2020. Melida Taveras, a managing member, signed the petition. At
the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The Law Office
of Margaret M. McClure serves as the Debtor's legal counsel.
F&O SCARSDALE: Court Approves Disclosure Statement
--------------------------------------------------
Judge Sean H. Lane has entered an order approving the Disclosure
Statement of F&O Scarsdale LLC, et al.
The last date by which the holders of claims and interests may
accept or reject the Plan is April 23, 2021 at 4:00 p.m., Eastern
Time.
The Balloting Agent shall file a voting tabulation report with the
Court no later than 5:00 p.m., Eastern Time, on April 26, 2021.
A hearing will be held before the Honorable Sean H. Lane, United
States Bankruptcy Judge, at the United States Bankruptcy Court,
Southern District of New York, 300 Quarropas Street, Courtroom TBA,
White Plains, New York, 10601 on April 30, 2021, at 10:00 a.m.,
Eastern Time to consider confirmation of the Plan.
That April 23, 2021, at 4:00 p.m., Eastern Time, is fixed as the
deadline for filing and serving any written objections to
confirmation of the Plan.
About F&O Scarsdale
F&O Scarsdale LLC and its affiliates own and operate 10 restaurants
under the tradename Fig & Olive located throughout the New York
City, DC, Chicago, Houston, and Los Angeles areas.
On July 3, 2020, F&O Scarsdale and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-22808). Judge Sean H. Lane oversees the case. The
Debtors have tapped Davidoff Hutcher & Citron, LLP, as their legal
counsel and CohnReznick, LLP as their financial advisor and
accountant.
FANSTEEL INC: Seeks to Recoup $25 Mil. Hazardous Cleanup Costs
--------------------------------------------------------------
Law360 reports that an aerospace parts manufacturer's assignee is
seeking to recoup some of the $25 million it has spent cleaning up
hazardous substances at the site of a shuttered facility in
Oklahoma, arguing the port that now owns the land and dozens of
other companies are liable for cleanup costs.
FMRI Inc., which took over the remediation obligations for
now-defunct Iowa-based manufacturer Fansteel Inc., filed suit
against an Oklahoma port authority that currently owns the site as
well as over three dozen vendors that sent hazardous substances to
the site for disposal.
About Fansteel and Affiliates
Headquartered in Creston, Iowa, Fansteel, Inc., manufactures
aluminum and magnesium castings for the aerospace and defense
industries. Fansteel has four locations in the USA and one in
Mexico and has a workforce of more than 600 employees. Fansteel
generated $87.4 million in revenue in 2015 on a consolidated
basis.
Wellman Dynamics Corporation contributed 67% of Fansteel's sales.
The rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics, and Wellman Dynamics Machinery &
Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The
petitions were signed by Jim Mahoney, CEO. The cases are assigned
to Judge Anita L. Shodeen. The Debtors disclosed total assets of
$32.9 million and total debt of $41.97 million.
The companies tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq., at the
Clark Hill Law Firm, as Environmental Counsel.
The companies filed motions to jointly administer the cases
pursuant to Bankruptcy Rule 1015(b), and the court ordered the
joint administration on Oct. 17, 2016. The court subsequently
entered an order on May 24, 2017, vacating its Oct. 17 order and
discontinuing the joint administration of the cases under the lead
case of Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd., as
financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode,
P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
GENCANNA GLOBAL: Files 5 Suits for $1.7-Mil. Unpaid Products
------------------------------------------------------------
Law360 reports that bankrupt hemp company GenCanna has filed five
adversary suits against companies it says received deliveries of
hemp and CBD products but never paid for them, as it seeks to
collect a total of $1. 68 million from the buyers.
The complaints were filed on Thursday, April 1, 2021, against
California-based Theorem 12 LLC and Real Remedy LLC; Florida-based
BMH Ventures Inc., formerly known as Blue Moon Hemp Inc., and Full
Impact LLC; and Arizona-based CBD Unlimited LLC. Each complaint
includes one count of breach of contract and one count of unjust
enrichment. "GenCanna delivered goods to defendant, and defendant
retained those goods but has failed to pay the hemp products."
About GenCanna Global USA
GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a
vertically-integrated producer of hemp and hemp-derived CBD
products with a focus on delivering social, economic and
environmental impact through seed-to-scale agricultural
production.
GenCanna Global USA was the subject of an involuntary Chapter 11
proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24,
2020. The involuntary petition was signed by alleged creditors
Pinnacle, Inc., Crawford Sales, Inc., and ntegrity/Architecture,
PLLC.
On Feb. 6, 2020, GenCanna Global USA consented to the involuntary
petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc.
and Hemp Kentucky LLC, filed their own voluntary Chapter 11
petitions.
Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents
the petitioners.
The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and
Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting
Services, LLC as operational advisor, and Jefferies, LLC as
financial advisor. Epiq is the claims agent, which maintains the
page https://dm.epiq11.com/GenCanna
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Feb. 18, 2020. The committee tapped Foley & Lardner
LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local
counsel, and GlassRatner Advisory & Capital Group, LLC as financial
advisor.
GLOBAL NV: Seeks to Hire Jon B. Clarke as Legal Counsel
-------------------------------------------------------
Global NV Corp. seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire Jon B. Clarke, P.C. as its legal
counsel.
The firm's services include:
a. preparing all necessary reports, orders and other legal
papers required in the Debtor's Chapter 11 proceeding;
b. representing the Debtor in any litigation.
c. other legal services necessary to administer the Debtor's
bankruptcy case.
Jon B. Clarke will be paid at these rates:
Jon Clarke, Esq. $450 per hour
Paralegal $140 per hour
The firm received a pre-bankruptcy retainer in the amount of
$25,000.
Jon B. Clarke is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court papers
filed by the firm.
The firm can be reached through:
Jon B. Clarke, Esq.
Jon B. Clarke, P.C.
18 S Wilcox St Ste 200
Castle Rock, CO 80104-1968
Tel: (303) 779-0600
Email: jclarke@clarkepclaw.com
About Global NV
Global NV Corp., a hemp-grower and producer of Colorado
hemp-derived CBD retail and online products, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Colo. Case No. 21-11388) on March 23, 2021. Brad J. Wyatt,
chief executive officer, signed the petition. At the time of the
filing, the Debtor disclosed $1,458,373 in assets and $6,019,273 in
liabilities. Jon B. Clarke, P.C. represents the Debtor as legal
counsel.
GRAHAM HOLDINGS: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Graham Holdings.
Headquartered in Virginia, Graham Holdings Company is a diversified
American conglomerate holding company.
GREENSILL CAPITAL: Seeks Competing Bids for Its Finacity Unit
-------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that at least three potential
bidders for Finacity Corp., a subsidiary of bankrupt Greensill
Capital Inc., are now performing due diligence on the firm, a
lawyer for Greensill said in a bankruptcy hearing Monday.
Nine additional potential bidders were processing non-disclosure
agreements as of last night, Kyle Ortiz of Togut Segal & Segal said
in the hearing, held by telephone.
Greensill is proposing a bid deadline of April 20, 2021 per court
papers. The company already has a tentative deal in hand to sell
Finacity to its founder for $3 million cash and the forgiveness of
about $21 million in future payments.
About Greensill Capital
Greensill Capital is an independent financial services firm and
principal investor group based in the United Kingdom and Australia.
The Company offers structures trade finance, working capital
optimization, specialty financing and contract monetization.
Greensill Capital Pty is the parent company for the Greensill
Group.
Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.
Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.
Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann
of Grant Thornton Australia Ltd, as voluntary administrators in
Australia.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was
signed by Jill M. Frizzley, director. It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million. The case is handled by Honorable Judge Michael E.
Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.
GRIDDY ENERGY: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Griddy
Energy, LLC.
The committee members are:
1. Holland O'Neill
2021 McKinney Ave., Suite 1600
Dallas, TX 75201
Cell: (214) 532-4421
E-mail: honeil@foley.com
Counsel: Foley & Lardner, LLP
2021 McKinney Ave, Ste 1600
Dallas, TX 75201
Tel: (214) 999-4961
E-mail: honeil@foley.com
2. Ty Williams
2211 Shadywood Court
Arlington, TX 76012
Tel: (214) 876-5254
E-mail: ty@williamsco.com
Counsel: Jonathan Grasso
Pierce McCoy, PLLC
31 West 34th Street, Ste 8065
New York, NY 10001
Office: (212) 369-8080
Cell: (443) 525-4821
E-mail: jon@piercemccoy.com
3. Lisa Khoury
6227 Oleander Drive
Baytown, TX 77523
Tel: (281) 701-3647
E-mail: Khouryx5@gmail.com
Counsel: Derek Potts
3737 Buffalo Speedway, Ste 1900
Houston, TX 77098
Tel: (713) 963-8881
E-mail: dpotts@potts-law.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Griddy Energy
California startup Griddy Energy, LLC is a power retailer that
formerly sold energy to people in the state of Texas at wholesale
prices for a $9.99 monthly membership fee and had approximately
29,000 members. Griddy was a feature of Texas' unusual,
deregulated system for electric power. The vast majority of Texans
-- and Americans -- pay a fixed rate for electric power and get
predictable monthly bills. However, Griddy works by connecting
customers to the wholesale market for electricity, which can change
by the minute and is more volatile, for a monthly fee of $9.99.
During February 2021's winter storm in Texas, power generators
failed and demand for heating shot up. In response, ERCOT raised
the price of electricity to the legal limit of $9 per kilowatt-hour
and kept it there for several days. Griddy customers who didn't
lose power were hit with massive electric bills that were
auto-debited from their bank accounts.
State grid operator ERCOT at the end of February 2020 cut off
Griddy's access to customers for unpaid bills following the Texas
freeze. The Texas attorney general also said it is suing Griddy,
saying it engaged in deceptive trade practices by issuing excessive
bills.
Griddy Energy filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex. Case No. 21-30923) on March 15, 2021. It estimated $1 million
to $10 million in assets and $10 million to $50 million in
liabilities as of the bankruptcy filing.
Griddy is represented by Baker Botts LLP as legal counsel.
Crestline Solutions, LLC and Scott Pllc serve as the Debtor's
public affairs advisors. Stretto is the claims agent.
GROM SOCIAL: Delays Filing of 2020 Annual Report
------------------------------------------------
Grom Social Enterprises, Inc. filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Annual Report on Form 10-K for the year ended Dec.
31, 2020. The Company was unable to file its Annual Report by the
prescribed date of March 31, 2021, without unreasonable effort or
expense, because it needs additional time to complete certain
disclosures and analyses to be included in the Report. In
accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file the
Report on or prior to the 15th calendar day following the
prescribed due date.
Grom Social said it has experienced significant disruptions to its
business and operations due to circumstances related to COVID-19.
Specifically, the Company has significant operations in Manila,
Philippines, which was locked down by the government beginning on
March 12, 2020, due to concerns related to the spread of COVID-19.
As a result of the Philippines government's call to contain
COVID-19, the Company's animation studio, located in Manila,
Philippines, which generally accounts for the majority of the
Company's total revenues on a consolidated basis, has been mostly
closed since March 2020. The Company expects that a significant
change in results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings statements
to be included in its Annual Report on Form 10-K for the year ended
Dec. 31, 2020, including a decrease in revenues of approximately
26%. The Company has not finalized its financial statements for
the year ended Dec. 31, 2020 and accordingly, is unable to quantify
the anticipated changes in its results of operations at this time.
About Grom Social
Grom -- http://www.gromsocial.com-- is a media, technology and
entertainment company that focuses on delivering content to
children under the age of 13 years in a safe secure Children's
Online Privacy Protection Act compliant platform that can be
monitored by parents or guardians. The Company operates its
business through the following four wholly-owned subsidiaries: (1)
Grom Social, Inc. was incorporated in the State of Florida on March
5, 2012 and operates its social media network designed for children
under the age of 13 years; (2) TD Holdings Limited operates through
its two subsidiary companies: (i) Top Draw Animation Hong Kong
Limited, a Hong Kong corporation and (ii) Top Draw Animation, Inc.,
a Philippines corporation. The group's principal activities are
the production of animated films and televisions series; (3) Grom
Educational Services, Inc. operates its web filtering services
provided to schools and government agencies; and (4) Grom
Nutritional Services, Inc. intends to market and distribute
nutritional supplements to children. GNS has not generated any
revenue since its inception.
Grom Social reported a net loss of $4.59 million for the year ended
Dec. 31, 2019, compared to a net loss of $4.88 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $17.80
million in total assets, $8.44 million in total liabilities, and
$9.36 million in total stockholders' equity.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
June 30, 2019, citing that the Company has incurred significant
operating losses since inception and has a working capital deficit
which raises substantial doubt about its ability to continue as a
going concern.
HARSCO CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
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Egan-Jones Ratings Company, on March 22, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Harsco Corporation.
Headquartered in Camp Hill, Pennsylvania, Harsco Corporation is an
industrial services and engineered products company.
HERITAGE CHRISTIAN: Lender Seeks to Prohibit Cash Collateral Use
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Heritage Canton, LLC asks the U.S. Bankruptcy Court for the
Northern District of Ohio, Canton Division, to prohibit Heritage
Christian School of Ohio, Inc. from using cash collateral.
Heritage Canton asserts that, contrary to the Debtor's Motion,
Heritage Canton has been assigned all debt previously owed by the
Debtor to Huntington National Bank, successor to Unizan, as well as
all security interests in collateral securing that debt.
Between July 1, 2002 and September 15, 2014, the Debtor borrowed
approximately $550,000 from Huntington and executed promissory
notes, security agreements, and mortgages with Huntington.
The Debtor granted Huntington security interests in collateral to
secure the debt, including: (a) accounts receivable, inventory,
work in progress and raw materials; (b) furniture, fixtures, and
equipment; (c) tangible and personal property; and (d) the real
property located at 2107 6th St., S.W., Canton, Ohio 44706.
Huntington sold and assigned the Loan Documents to Private Capital
Lending, excluding the UCC Financing Statements, on November 14,
2019. The UCC Financing Statements were initially assigned to Quest
Solutions, Inc., but have since been assigned to Heritage Canton.
Heritage Canton says it holds a first priority security interest in
all of the Debtor's Collateral to secure the debt owed by the
Debtor, which amounted to $640,989.65 at the time Heritage Canton
filed its proof of claim in this case on March 24, 2021.
The Debtor and Heritage Canton have each obtained appraisals of the
value of the Debtor's Real Property and the appraisal values
significantly differ. The Debtor's appraisal valued the Real
Property at approximately $300,000, while Heritage Canton's
appraisal values the Real Property at approximately $500,000.
The Debtor is seeking permission to use Heritage Canton's
Collateral and yet has failed to offer any reasonable form of
adequate protection to Heritage Canton.
Heritage Canton says the value of the Real Property is not enough
to fully secure the debt owed to Heritage Canton even under the
higher appraisal received by Heritage Canton.
The Debtor states in its Motion that "Heritage Canton, LLC is
significantly undersecured."
Furthermore, the Motion highlights the Debtor's current inability
to meet its postpetition and Bankruptcy Code obligations.
The Debtor has also failed to show that Heritage Canton's interest
in the Collateral will not be diminished if the Debtor is permitted
to use cash collateral.
The Motion and the budget proposed by the Debtor do not include a
contemporaneous commitment by the Debtor's principals to make up
shortfalls in projected revenues over expenses and a commitment to
make sufficient adequate protection payments equaling at least the
secured creditors' interests.
It is therefore unclear whether the Debtor will be able to continue
to operate in order to replenish any accounts used as cash
collateral or to fund any shortfalls, Heritage Canton tells the
Court. If the Debtor ceases to operate, Heritage Canton will be
unable to recover the value of the Collateral.
Even assuming that the Debtor continues to operate, it appears
likely that continued operations will result in further diminution
of the estate and Heritage Canton's collateral position.
A copy of the motion is available for free at
https://bit.ly/3sSEzTJ from PacerMonitor.com.
About Heritage Christian School of Ohio, Inc.
Heritage Christian Schools of Ohio, Inc. --
https://heritagechristianschool.org -- is a tax-exempt private
Christian school located in Canton, Ohio.
Heritage Christian Schools of Ohio Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ohio Case No. 21-60124) on Feb. 2, 2021. The petition was
signed by Sharla Elton, superintendent. At the time of filing, the
Debtor estimated $1,206,968 in assets and $626,431 in liabilities.
Judge Russ Kendig presides over the case.
Anthony J. DeGirolamo, Esq. represents the Debtor as counsel.
Heritage Canton, LLC, as lender is represented by:
Matthew R. Duncan, Esq.
Brennan Manna & Diamond LLC
75 East Market Street
Akron, OH 44308
Tel: (330) 253-5060
Fax: (330) 253-1977
E-mail: mrduncan@bmdllc.com
HERMELL PRODUCTS: Wins Cash Collateral Access Thru April 15
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The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, has authorized Hermell Products, Inc. to use cash
collateral on an interim basis and provide adequate protection
through April 15, 2021 in accordance with the budget, with a 10%
variance.
Windsor Federal Savings and Loan Association holds valid
pre-petition personal properly liens and first priority security
interests in all of the Debtors assets (including without
limitation all of the Debtors personal property, fixtures and
account receivables) by virtue of certain security agreements and
UCC-1 filings with the Secretary of State, State of Connecticut.
The State of Connecticut, Department of Economic and Community
Development may hold valid personal property lien and security
interest in certain personal property of the debtor by virtue of
certain security agreements and UCC-1 filings with the Secretary of
State, State of Connecticut.
The United States of America, U.S. Small Business Administration
may hold a valid personal property lien and security interest in
certain personal property of the debtor by virtue of certain
security agreements and UCC-1 filings with the Secretary of State,
State of Connecticut.
As adequate protection for the Debtor's use of cash collateral, the
Claimants are granted senior security interests in, and liens upon,
to attach to the same validity, extent, and priority that the
Claimants possessed as to said liens on the Petition Date, but only
to the extent the amount of their respective secured position
erodes in value post-petition, all personal property and real
estate of the Debtor.
As further adequate protection, and to the extent provided by
Bankruptcy Code sections 503(b) and 507(b), the Claimants will have
allowed administrative expense claims senior to any and all other
administrative expense claims to the extent of post-petition
Diminution in Value, if any.
The Replacement Liens and the Administrative Claims are subject and
subordinate to, in right and payment, to the Carve Outs which are
(i) any fees payable to the Clerk of the Court; (ii) liens for
taxes owed to governmental entities, including sales and
withholding taxes to the extent such liens have priority over the
liens and Replacement Liens of the Claimants under applicable
non-bankruptcy law; (iii) approved fees and expenses of the
Sub-Chapter V Trustee; and (iv) the allowed administrative claims
of attorneys and other professionals retained by the Debtor in this
Chapter 11 case pursuant to Bankruptcy Code section 327 accrued
during any cash collateral periods, in the amount of $20,000; and
(v) amounts due and owing to the Debtor's employees for
post-petition wages, accrued during all cash collateral periods.
A hearing to consider the use of cash collateral on a final basis
is scheduled for April 15 at 2 p.m. via Zoom.gov.
A copy of the Order is available for free at https://bit.ly/3dGFRLl
from PacerMonitor.com.
About Hermell Products, Inc.
Hermell Products Inc. -- https://www.hermell.com -- offers
comfortable and supportive medical equipment including, orthopedic
supports, slings, cervical & lumbar cushions, foot care products,
decubitus care products, wheelchair and seating cushions, and a
collection of products for the bed.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 21-20284) on March 25,
2021. In the petition signed by Ronald G. Pollack, president, the
Debtor disclosed $710,254 in assets and $2,125,418 in liabilities.
Judge James J. Trancredi oversees the case.
Anthony S. Novak, Esq. at Novak Law Office, P.C. is the Debtor's
counsel.
HERTZ GLOBAL: New Chapter 11 Plan Gives Nothing to Shareholders
---------------------------------------------------------------
Seeking Alpha reports that a second amended Chapter 11
reorganization plan was filed by Hertz Global Holdings
(OTCPK:OTCPK:HTZGQ) on April 3, 2021 that has major changes for
some claim holders, such as unsecured noteholders, but current
shareholders still get no recovery and their shares will be
cancelled on the plan effective date. The changes seem to be
driven by extremely "hot" equity markets and not because of some
major improvements in Hertz operations. Actually the latest monthly
operating report indicates that they continue to have terrible
operating results.
According to Seeking Alpha, the best way to explain the latest
developments is to read the details in an often mundane motion to
shorten the objection period to file an objection to the disclosure
statement (docket 3499) before the April 16, 2021 disclosure
statement hearing. In Hertz's argument to justify shorting the
objection period they state:
the equity and debt financing markets are currently extremely
"hot." It is critical that the
Debtors be able to capitalize on these market conditions to
raise the billions of dollars of
contemplated financing that will be needed under either
restructuring proposal on the best
possible terms...
In reality, it goes much further than that statement. Under the
original Certares and Knighthead sponsored Ch.11 reorganization
plan (docket 2912) that is covered in a prior article, it appeared
that that new Hertz would not be a publicly traded company, but
would become a privately owned company immediately after the plan
effective date. Under the new amended plan sponsored by
Centerbridge, Warburg Pincus, and Dundon, the shares will be
publicly traded on the NYSE or NASDAQ.
According to a press release, the Plan is supported by over 85% of
unsecured noteholders.
Current Hertz Shareholders
Current HTZGQ shareholders (Class 12) are considered impaired, but
can't vote. They are presumed to have rejected the the plan. As
stated in the disclosure statement:
Under the Plan, the existing equity of Hertz Parent, which is
currently trading over-the counter (OTC) under the symbol HTZGQ,
will be extinguished and cancelled and will entitle Holders of such
interests to no rights whatsoever.
New Hertz Equity Ownership Under The Amended Plan
* 48.2% by unsecured noteholders for their $2.75 billion claim
* 9.5% Sold to Donlon for $400 million
* 2% Sold to Centerbridge for $82.5 million
* 2% Sold to Warburg Pincus for $82.5 million
* 38.4% pursuant to a rights offer open to unsecured noteholders
The plan equity value is $4.223 billion. This figure seems to me to
be just an asserted value by the Plan Sponsors and not some value
based on an independent financial analysis using projected income
and balance sheet figures. They state the Debtor' (Hertz) advisor,
Moelis & Co., has estimated an enterprise value and is included in
Exhibit E, but Exhibit E has not been filed yet. In another part of
the disclosure statement it states the enterprise value is $5.363
billion. Sorry, but I am always very cynical about the plan equity
valuation process.
The rights offer is open to accredited investors and qualified
institutional buyers who hold the unsecured notes. There does not
seem to be any specific discount for the purchase of the new stock
via the rights offer. Often there is a 25-40% discount from plan
equity value. Interesting. One has to wonder if expected market
value for the new shares by the Plan Sponsors is much higher than
the 100% purchase price, which effectively would result in a
significant (but unspecified discount) purchase price discount.
Raise $3.873 Billion Cash
* $565 million purchase of new stock by Plan Sponsors
* $1.625 billion purchase of new stock via a rights offer
* $385 million purchase of 4% PIK Conv. preferred stock by
Centerbridge and Warburg Pincus
* $1.300 billion exit term loan facility
Ad Hoc Committee of Shareholders
There is no Hertz official equity committee with members appointed
by the US Trustee, but two law firms representing "Ad Hoc Committee
of Shareholders" filed a "notice of appearance and request for
service of papers" on April 1 (docket 3569). While there are no
specific HTZGQ shareholding disclosures. the members include
Glenview Capital, Discovery Capital, Two Seas Capital, and Alta
Fundamental Advisers.
A note of caution regarding ad hoc committees: they do NOT always
represent the interests of all HTZGQ shareholders-only themselves.
At least it seems there will now be lawyers at the confirmation
hearing and disclosure hearing. Most of the time, shareholders or
their lawyer never even attend these hearings. They often just
write letters that have little or no impact on the hearings. Just
because shareholders are presumed to have rejected the plan, they
do have standing and their lawyers can represent them individually
or collectively at hearings.
The Ad Hoc Committee of Shareholders will try to assert at the
confirmation hearing that under the terms of of the plan,
recoveries of unsecured noteholders are greater than their allowed
claims. This may not be easy and could lead to a very nasty long
confirmation fight. The estimates for plan equity values are most
likely very different using a rational market approach compared to
the current irrational pricing models used by some traders who are
ignoring the latest monthly operating reports.
Another issue is potential profits from the rights offer. Some
federal bankruptcy courts, such as the judge presiding over the
Peabody Energy (BTU) bankruptcy a few years ago, do not consider
potential profits from rights offers to be part of a recovery. They
just consider them as potential profits/losses from new financing
(based on a common equity valuation of approximately as of the
Effective Date of $4.223 billion)". Not all disclosure statements
include "plus the value of Subscription Rights". This inclusion
might become a critical issue at the confirmation hearing because
it appears the Plan Sponsors are not disputing the issue that the
value of the subscription rights should be factored into estimating
unsecured noteholders' recoveries. If the Ad Hoc Committee of
Shareholders can show that the actual equity value is much higher
than Plan Sponsor's figures plus there is a very large potential
profit from the rights offer, they might-repeat might-be able to
make their case that the unsecured noteholders are getting a
recovery greater than their allowed claims.
Latest Financial Results
Hertz filed their latest monthly operating report on March 31. As
stated in other articles, MORs do not follow GAAP and are
unaudited, but they give some indication of current operations.
These reports clearly show continued very weak operating results,
despite much fewer current travel restrictions and widespread
vaccinations.
Hertz Corp Monthly Operating Report
In the latest MOR, the reported February 2021 income before income
taxes and earnings/losses from subsidiaries, but after adjusting
for reorganization charges, was a staggering $177 million. That
loss is just for one month. Hertz Corp also burned thru about $41
million cash for the month of February 2021.
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
HFZ KIK 30TH: Eastdil Secured to Hold Auction on April 23
---------------------------------------------------------
Eastdil Secured, on behalf of VBGO Collegiate Tower LLC ("secured
party"), will offer for sale the interests as permitted pursuant to
the terms of a certain pledge and security agreement dated July 13,
2018, by HFZ Kik 30th Street Mezzanine LLC in favor of the secured
party.
The secured party is offering the sale of 100& of the limited
liability company membership interests in HFZ Kik, which owns
certain parcels of real property and transferrable development
rights located in the City of New York, New York County, State of
New York in the mezzanine loan agreement, and which is party to (i)
that certain amended and restated development rights purchase and
sale agreement dated April 30, 2019, by and between Gilsey House
Inc, as seller, and owner, as purchaser, regarding development
rights with respect to the parcel of land known as Block 831, Lot
20 on the Tax Map of the City of New York, and (ii) that certain
real estate purchase and sale agreement dated Oct. 23, 2018, by and
between AR-Rahman Foundation Inc., as seller, and owner, as
purchaser, regarding that certain real property known as Block 831,
Lot 26 on the Tax Map of the City of New York, and commonly known
as 13-15 West 29th Street, County of New York, State of New York,
as amended by that certain first amendment to real estate purchase
and sale agreement dated Sept. 6, 2019.
The sale will take place on April 23, 2021, at 12:00 p.m. (New York
Time) at:
Goodwin Procter LLP
The New York Times Building
620 Eight Avenue
New York, NY 10018
Attn: Christopher B. Price, Esq.
Tel: (212) 813-8951
The sale will be conducted by William Mannion of Mannion Auctions
LLC.
All bids must be for cash, and the successful bidder must be
prepared to deliver immediately available good funds three business
days after the sale and otherwise comply with the bidding
requirements. Further information concerning the interests and the
requirements for obtaining information of the bidding on the
interests can be found at https://www.29and5UCCForeclosure.com.
Eastdil Secured can be reached at:
Eastdil Secured
Tel: +1 (212) 315-7200
Email: ES29and5Development@eastdilsecured.com
HFZ Kik 30th Street Mezzanine LLC is a limited liability company
located at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle, Delaware.
HILMORE LLC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Hilmore LLC
508 N. Foothill Road
Beverly Hills, CA 90210
Business Description: Hilmore LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: April 5, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-12755
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Crystle J. Lindsey, Esq.
WEINTRAUB & SEITH, APC
11766 Wilshire Boulevard
Suite 1170
Los Angeles, CA 90025
Tel: (310) 207-1494
E-mail: crystle@wsrlaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shahrokh Javidzad, manager.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/J7ENKCQ/Hilmore_LLC__cacbke-21-12755__0001.0.pdf?mcid=tGE4TAMA
HOUGHTON MIFFLIN: Moody's Upgrades CFR to B3 on Earnings Recovery
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Moody's Investors Service upgraded Houghton Mifflin Harcourt
Publishers Inc.'s ("HMH") ratings, including its corporate family
rating to B3 from Caa1 and its speculative grade liquidity rating
to SGL-2 from SGL-3. The rating outlook remains stable.
The upgrades reflect Moody's expectation for a substantial
reduction in HMH's financial leverage following an expected $337
million debt paydown after the close of its planned divestiture of
HMH Book & Media business, coupled with the expectation of a faster
than previously anticipated earnings recovery in 2021. The debt
reduction will provide HMH with additional financial flexibility to
execute its planned investment strategy and manage its exposure to
the competitive and cyclical K-12 education market.
Moody's anticipates debt to EBITDA to decline to around 3.5x by the
end of 2021 from 6.2x at year end 2020, with the help of
divestiture proceeds and earnings recovery following the pandemic.
Both metrics incorporate Moody's standard adjustments and expense
cash prepublication costs. The rating actions also take into
account an expectation for EBITDA margin improvements stemming from
the restructuring actions that the company initiated in Q4 2020.
HMH eliminated 22% of its workforce and took other cost reduction
measures which on a run rate basis, would result in $95M-$100M in
annual savings.
The divestiture, which is expected to close in Q2 2021, will result
in substantial deleveraging that more than offsets the credit
effects of reduced scale and business diversification. Moody's
expects 2021-2022 to be challenging for HMH due to potential
educational funding pressures at state and local levels, but we
expect the company to operate with good liquidity, generate
positive free cash flow and maintain credit metrics supportive of
its B3 rating.
Upgrades:
Issuer: Houghton Mifflin Harcourt Publishers Inc.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Senior Secured Bank Credit Facility, Upgraded to B3 (LGD4) from
Caa1 (LGD4)
Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD4) from
Caa1 (LGD4)
Outlook Actions:
Issuer: Houghton Mifflin Harcourt Publishers Inc.
Outlook, Remains Stable
RATINGS RATIONALE
HMH's B3 CFR reflects the company's exposure to a highly cyclical
K-12 core educational market, which leads to volatility in
year-over-year operating performance, cash flow, and leverage. HMH
has a good market position within K-12 educational publishing, but
is dependent for a majority of its revenue on state and local
budget appropriations at a time when tax revenues are pressured by
the fallout from the pandemic. It is also exposed to highly
seasonal school spending, yearly fluctuations in state adoptions
and intense competition from the on-going shift to utilize
technology to cost-effectively improve student learning outcomes.
Lower leverage proforma for the divestiture, good liquidity with
$281 million cash on the balance sheet at December 31, 2020 and
lack of near-term debt maturities provide HMH sufficient financial
flexibility as operating performance recovers from COVID-related
revenue declines and the company executes its growth initiatives.
HMH's rating continues to garner support from its good market
position within K-12 educational publishing, a broad portfolio of
educational publishing products, a customer footprint that extends
to 90% of schools in the US, established relationships with
customers, large sales force, education industry entry barriers and
a well-known brand. In addition, the company's learning
Intervention products have performed well, and HMH intends to
expand and grow its presence in the Extensions products over the
next several years. HMH is also looking to transform its business
towards a service-like offering, adopting a more incremental
approach toward product development.
The strategic shift towards greater focus on Extensions and
continuous incremental product investment will likely provide for
reduced cash flow volatility over the long term and reduce reliance
on highly cyclical core educational materials adoptions, but there
are some operational and investment risks associated with this move
as well. Moody's anticipates that competition will remain strong,
particularly in the more discretionary Extensions market. Moody's
also expects digital adoption of courseware in the K-12 market to
accelerate due to on-line and hybrid learning formats that many
schools have adopted across the country, presenting a growth
opportunity to HMH.
The stable rating outlook reflects the company's good liquidity and
moderate leverage position that should support additional organic
and acquisition investment flexibility over the next 12-18 months.
ESG CONSIDERATIONS
An on-going digitalization of education content and delivery is
driving a shift in the education market. Moody's views the growing
acceptance of educational solutions in digital formats as an
important social trend that has been reshaping and will continue to
transform the way HMH and its peers go to market. HMH has responded
to these social trends by investing in adaptive learning, real-time
interaction and personalized educational content in a platform- and
device-agnostic manner. Further accelerated by the coronavirus
pandemic, schools are using more digital content in their
classrooms and implementing online or blended learning tools, which
is shifting the historical mix of print and digital educational
materials, continuing to transform the company's growth strategy.
The coronavirus outbreak has placed an increased level of
uncertainty regarding school districts' ability and willingness to
make purchasing decisions during and immediately following the
pandemic, when school districts may face funding constraints as
states consider passing revenue declines downstream to balance
their budgets.
The current management team has noted their priority of debt
repayment and has successfully managed a challenging liquidity
position during the pandemic in 2020 and a trough period in
2017-2018. HMH plans to use net proceeds from the Book & Media
business sale to pay down debt, which supports the ratings
upgrade.
LIQUIDITY AND STRUCTURAL CONSIDERATIONS
The company's SGL-2 speculative-grade liquidity rating reflects
good liquidity. It reflects Moody's expectation that HMH's existing
cash ($281 million as of December 31, 2020), an undrawn $250
million ABL revolver (with seasonally low borrowing base of $105
million expected as of 12/31/21) and FY2021 free cash flow of
around $30 million will be sufficient to fund seasonal working
capital needs, capital investments and other basic cash needs. The
ABL revolver (unrated) matures in November 2024. It is subject to a
springing minimum 1.0x fixed charge coverage ratio (FCCR) that
Moody's does not expect to be tested over the next 12-18 months.
Also supporting the company's liquidity are an extended debt
maturity profile with no debt maturities until November 2024 and
lack of term loan financial maintenance covenants.
HMH's $306 million senior secured note due February 2025 and the
$380 million first lien term loan due November 2024 are each rated
B3, reflecting the company's B3-PD Probability of Default Rating
and an average expected family recovery rate of 50% at default as
these obligations account for the vast majority of the capital
structure. The first-lien debt is effectively subordinated to the
$250 million ABL revolver with respect to the securitized assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company demonstrates its ability
to profitably grow revenue and significantly increases the
proportion of recurring billings while remaining moderately
levered. Sustained positive free cash flow and good liquidity would
also be needed for an upgrade.
The ratings could be downgraded if HMH is unable to grow revenue,
if investment spending or operating weakness leads to deterioration
in liquidity or sustained negative free cash flow, or the company
increases leverage through acquisitions or distributions to
shareholders. Market share erosion and delays in local or state
spending on education materials could also result in a downgrade.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in Boston, MA, Houghton Mifflin Harcourt Company is
one of the three largest US education publishers focusing on the
K-12 market. The company expects to generate annualized billing in
the $905-$955 million range in 2021, proforma for the HMH Book &
Media divestiture. The company is publicly traded with Wellington
Management Company and Burgundy Asset Management Ltd as the largest
shareholders with an approximate 13% and 8% ownership of the
company, respectively, as of 12/31/2020.
HUNTS POINT: Parties to File Disclosures and Plan by April 16
-------------------------------------------------------------
Hunts Point Enterprises LLC and Joel Schonfeld, Featherstone Foods,
Inc. and Sesame Distribution Inc. (the "Schonfeld Creditors") have
agreed in principle to a global settlement and require the
requested extension of time to effectuate that settlement (the
"Contemplated Settlement").
Judge Alan S. Trust has approved a stipulation extending the
deadline to file a Plan and a Disclosure statement.
The stipulation provides that:
* Hunts Point Enterprises and the Schonfeld Creditors will each
file on or before April 16, 2021, a Combined Disclosure Statement
and Plan of Reorganization.
* If Hunts Point Enterprises and the Schonfeld Creditors timely
file the Combined Disclosure Statement and Plan of Reorganization,
a hearing thereon shall be set for June 16, 2021, at 12:00 p.m.
About Hunts Point Enterprises
Hunts Point Enterprises, LLC f/k/a BKD Holdings, LLC filed a
voluntary petition under chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 20-42393) on June 24, 2020. On July 20, 2020,
Featherstone Distribution, LLC filed a voluntary petition under
chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. Case
No. 20-42673). On August 6, 2020, this Court entered an order
granting the Debtor's Motion for Joint Administration of the
Debtor's bankruptcy cases. The Debtor failed to include in the
petition a list of its 20 largest unsecured creditors.
The Debtors disclosed an estimated assets of $100,000 to $500,000
and $100,000 to $500,000 in liabilities.
The case is assigned to Judge Carla E. Craig.
The Debtor tapped Lawrence F. Morrison, Esq., at Morrison Tenenbaum
PLLC, and Cullen and Dykman LLP as its legal counsel.
ICAN BENEFIT: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, has authorized Ican Benefit Group, LLC
and affiliates to use cash collateral on an interim basis and
provide adequate protection until further order of the court.
The Debtors are authorized to use Cash Collateral effective as of
the Petition Date going forward to pay: (i) amounts expressly
authorized by the Court, including payments to the U.S. Trustee for
quarterly fees; (ii) the current and necessary expenses set forth
in the Interim Order and the budget, as modified on the record , as
plus an amount not to exceed 10% for any line item per month and
cumulatively per month of up to 10% and thereafter; and, (iii)
additional amounts as may be expressly approved in writing by the
Lender or by further order of the Court.
The Debtors will use funds from its Paycheck Protection Program
loan to pay all line items in the Interim Budget, except for: (i)
the retainer payment to Chapter 11 Financial Advisor, Carol Fox,
and (ii) marketing expenses. Southern Guaranty Insurance Company,
as lender, will be granted a replacement lien on the funds used to
pay Carol Fox and marketing expenses. Additionally, pursuant to an
agreement between the parties, CD Paradise Management, LLLP has
agreed to defer payment of any management fees, which are listed in
the Interim Budget as "Third Party Administrator Fees," for the
period of the Interim Budget.
As adequate protection for the extent of the Debtors' use of cash
collateral, the Lender will have effective as of the Petition Date
a replacement lien pursuant to 11 U.S.C. Section 361(2) on and in
all property acquired or generated post-petition by the Debtors to
the same extent and priority and of the same kind and nature as the
secured lender's pre-petition liens and security interests in the
Cash Collateral.
A further interim hearing on the matter was scheduled for April 6,
2021 at 1:30 p.m.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3wjgkAo from PacerMonitor.com.
The Debtor projects a total of 316,271 in ending cash from
operations excluding PPP funds.
About Ican Benefit Group, LLC
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.
ICONIX BRAND: Lowers Net Loss to $2.9 Million in 2020
-----------------------------------------------------
Iconix Brand Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.97 million on $108.57 million of licensing revenue for the year
ended Dec. 31, 2020, compared to a net loss of $99.92 million on
$148.98 million of licensing revenue for the year ended Dec. 31,
2019.
As of Dec. 31, 2020, the Company had $412.74 million in total
assets, $637 million in total liabilities, $24.32 million in
redeemable non-controlling interest, and a total stockholders'
deficit of $248.59 million.
The Company has experienced substantial and recurring losses from
operations, which losses have caused an accumulated deficit of
$435.6 million as of Dec. 31, 2020. The Company has generated
positive cash flows from operations in recent periods and has
managed its cost structure, its relationships with licensees and
sold non-strategic assets to mitigate the adverse impact of the
COVID-19 pandemic on its operating results, liquidity and financial
condition. The Company does not expect the occurrence of any
payment defaults on its outstanding debt facilities in the next
twelve months, and otherwise expects to generate sufficient cash to
meet its operating cash flow needs and maintain compliance with the
financial covenants set forth in its various debt facilities during
such period. Accordingly, the Company believes there is no longer
substantial doubt the Company can continue as an ongoing business
for the next twelve months.
Management's Comments
Bob Galvin, CEO commented, "Our entire organization committed to
delivering the best possible results for our licensees and our
shareholders this past year and I want to thank each of our
associates for their dedication during this very difficult period.
We operated at a high level throughout the pandemic due to our
consistent focus on our business objectives. While we are hopeful
that the pandemic will subside in 2021, we will continue to address
the many pandemic-related challenges we face between now and then,
and, at the same time, continue to focus on realizing the
opportunity that exists for our brands through focusing on building
our pipeline of future business. We had great success during this
pandemic year, as we signed 190 deals for aggregate guaranteed
minimum royalties of approximately $134 million, approximately the
same amount that we signed in 2019.
Galvin continued, "We have also made great strides to de-lever our
balance sheet. From December 31, 2019 to today, through proceeds
from assets sales and cash flow, we have reduced our Term Loan
balance by over 52%, or approximately $92 million."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/857737/000156459021017054/icon-10k_20201231.htm
About Iconix Brand
Iconix Brand Group, Inc., owns, licenses and markets a portfolio of
consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE,
MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR,
CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO
YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and
HYDRAULIC. In addition, Iconix owns interests in the MATERIAL
GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY
brands. The Company licenses its brands to a network of retailers
and manufacturers. Through its in-house business development,
merchandising, advertising and public relations departments, Iconix
manages its brands to drive greater consumer awareness and brand
loyalty.
II-VI INCORPORATED: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by II-VI Incorporated.
Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated
designs engineered materials and optoelectronic components.
INFINERA CORPORATION: Egan-Jones Keeps CC Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Infinera Corporation. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in San Jose, California, Infinera Corporation
manufactures digital optical telecommunications equipment.
INPIXON: Incurs $29.2 Million Net Loss in 2020
----------------------------------------------
Inpixon filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $29.21 million
on $9.29 million of revenues for the year ended Dec. 31, 2020,
compared to a net loss of $33.98 million on $6.30 million of
revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $59.01 million in total
assets, $14.33 million in total liabilities, and $44.68 million in
total stockholders' equity.
Inpixon stated, "We have a history of operating losses and working
capital deficiency. We have incurred net losses of approximately
$29.2 million and $34.0 million for the fiscal years ended December
31, 2020 and 2019, respectively, which includes a $2.4 million and
$10.6 million valuation allowance on that certain secured
promissory note (the "Sysorex Note") issued to us by Sysorex for
the years ended December 31, 2020 and 2019, respectively. The
continuation of our Company is dependent upon attaining and
maintaining profitable operations and raising additional capital as
needed, but there can be no assurance that we will be able to raise
any further financing."
"Our ability to generate positive cash flow from operations is
dependent upon sustaining certain cost reductions and generating
sufficient revenues. While our revenues have increased by 48% as
compared to the same period for 2019, they are not sufficient to
fund our operations and cover our operating losses. Our management
is evaluating options and strategic transactions and continuing to
market and promote our new products and technologies, however,
there is no guarantee that these efforts will be successful or that
we will be able to achieve or sustain profitability. We have
funded our operations primarily with proceeds from public and
private offerings of our common stock and secured and unsecured
debt instruments. Our history of operating losses and cash uses,
our projections of the level of cash that will be required for our
operations to reach profitability, and the terms of the financing
transactions that we completed in the past, may impair our ability
to raise capital on terms that we consider reasonable and at the
levels that we will require over the coming months. We cannot
provide any assurances that we will be able to secure additional
funding from public or private offerings or debt financings on
terms acceptable to us, if at all. If we are unable to obtain the
requisite amount of financing needed to fund our planned
operations, it would have a material adverse effect on our business
and ability to continue as a going concern, and we may have to
curtail, or even to cease, certain operations. If additional funds
are raised through the issuance of equity securities or convertible
debt securities, it will be dilutive to our stockholders and could
result in a decrease in our stock price."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000162828021006279/inpx-20201231.htm
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.
INTELLIPHARMACEUTICS INT'L: Incurs $3.4M Net Loss in Fiscal 2020
----------------------------------------------------------------
Intellipharmaceutics International filed with the Securities and
Exchange Commission its Annual Report on Form 20-F disclosing a net
loss and comprehensive loss of $3.39 million on $1.40 million of
revenue for the year ended Nov. 30, 2020, compared to a net loss
and comprehensive loss of $8.08 million on $3.48 million of revenue
for the year ended November 30, 2019.
As of Nov. 30, 2020, the Company had $3.38 million in total assets,
$9.70 million in total liabilities, and a shareholders' deficiency
of $6.31 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Feb. 28,
2021, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1474835/000165495421003662/a20-f.htm
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the Company's
abuse-deterrent oxycodone hydrochloride extended release
formulation ("Oxycodone ER") based on its proprietary nPODDDS novel
Point Of Divergence Drug Delivery System (for which an NDA has been
filed with the FDA), and Regabatin XR (pregabalin extended-release
capsules).
ISLET SCIENCES: Unsecureds Will Receive 1.5% of New Equity in Plan
------------------------------------------------------------------
Islet Sciences, Inc., a Nevada corporation, submitted a Second
Amended Plan of Reorganization and a Disclosure Statement.
On Nov. 17, 2020, the Debtor and Curiam entered into an Amendment
(the "Litigation Financing Amendment") to the agreement underlying
the Litigation Financing to account for certain the defaults of the
Debtor under the Litigation Financing and the current costs of the
District Court Case. The Litigation Financing Amendment and the
terms therein are subject to the Protective Order entered by the
Court in connection with the original approval of the Litigation
Financing. The Litigation Financing Amendment was necessary to
allow the Debtor further access to capital necessary for ongoing
litigation in the District Court Case. As part of the Litigation
Financing Amendment, Curiam's agreed to support the Plan, provided
the Debtor complies with Sections 1125 and 1126 of the Bankruptcy
Code, and the Plan properly incorporates the Litigation Financing
Amendment.
The combined value of the Debtor is $442,398,000. The Reorganized
Debtor intends to issue shares of New Equity, which will in turn
allow for Holders of Allowed Unsecured Claims to receive payment
based on their pro rata share of the New Equity.
As of the Petition Date, the Debtor has anticipated it will have
outstanding obligations in the principal amounts of approximately
(i) $2,000,000 of postpetition financing, (ii) $1,955,221.34 of
claims arising from litigation with the Petitioning Creditors, and
(iii) $6,723,569.37 of general unsecured debt. The Plan provides
for the reorganization of the Debtor as a going concern and will
significantly reduce the Debtor's debt, while preserving liquidity,
which in turn will result in a stronger and delevered balance
sheet. The Debtor intents to:
* issue shares of the New Equity to WSF in accordance with the
lender's DIP Facility, as amended, which result in WSF owning
approximately 35% of the Reorganized Debtor;
* issue shares to unsecured creditors, with a reserve for the
Petitioning Creditors, which reserve is subject to the outcome of
the North Carolina Litigaiton, which result in the Petitioning
Creditors owning up to 0.4% of the Reorganized Debtor and General
Unsecured Creditors owning up to 1.5%; and
* existing Equity Interests shall be issued their Pro Rata share
of the New Equity Interests, subject to dilution based on the
equity issues to WSF and unsecured creditors, leaving current
Equity Interest Holders owning 63.1% of the Reorganized Debtor.
In summary, the Debtor's reorganization strategy is to: (a) utilize
the bankruptcy process to liquidate Claims against the Estate; (b)
maximize the going concern value of the Estate for the Creditors
and Equity Interests of the Debtor; and (c) issuing the Holders of
Allowed Claims and Equity Interests the Pro Rata value of their
Claims and Equity Interests in stock in the Reorganized Debtor in
full satisfaction of their Allowed Claims and Equity Interests. The
issuance of the New Equity will also dilute the value of the
current Equity Interest Holders on a Pro Rata basis.
Treatment of Claims
Class 1 Secured Claim of Curiam totaling $100,000. Claims will be
paid in accordance with the terms of the Litigation Financing
Agreements, as amended. Class 1 is impaired.
Class 2 Litigation Creditors Claims totaling $1,903,971.46 Subject
to the outcome of the North Carolina Litigation, the Holders of
Allowed Litigation Creditors Claims shall receive their Pro Rata
distribution of the New Equity in the full amount of their Allowed
Claims, which equates to 0.4% of the New Equity of the Reorganized
Debtor. Class 2 is impaired.
Class 3 General Unsecured Claims totaling $6,774,819.25 The Holders
of Allowed General Unsecured Claims shall receive their Pro Rata
distribution of the New Equity in the full amount of their Allowed
Claims, which equates to 1.5% of the New Equity of the Reorganized
Debtor. Class 3 is impaired.
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule
9019, in consideration for the classification, distributions,
releases and other benefits provided under the Plan, and as a
result of arm's-length negotiations among the Debtor and its
creditors, upon the Effective Date, the provisions of the Plan will
constitute a good-faith compromise and settlement of all Claims and
Equity Interests and controversies resolved pursuant to the Plan.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: 702.385.5544
Facsimile: 702.201.1330
E-mail: saschwartz@nvfirm.com
A copy of the Second Amended Disclosure Statement is available at
https://bit.ly/31HfZcq from PacerMonitor.com.
About Islet Sciences
Islet Sciences, Inc., is a biotechnology company engaged in the
research, development, and commercialization of new medicines and
technologies for the treatment of metabolic diseases and related
indications covering unmet medical needs.
On May 29, 2019, creditors, namely, James Green, William Wilkison,
Brighthaven Ventures, LLC, Kevin M. Long, VACO Raleigh, LLC, Steve
Delmar, and Apex Biostatistics, Inc. (collectively, "Petitioning
Creditors") filed an involuntary Chapter 7 petition against Islet
Sciences (Bankr. D. Nev. 19-13366). The case was converted to one
under Chapter 11 on Sept. 18, 2019.
Judge Mike K. Nakagawa oversees the case.
The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and
Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as
special litigation counsel, and Portage Point Partners LLC as
financial advisor.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on Nov. 26, 2019. The committee is represented by
Andersen Law Firm, Ltd.
ISTAR INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by iStar Inc.
Headquartered in New York, New York, iStar Inc. operates as a real
estate investment company.
JOHN KNOX VILLAGE: Fitch Assigns 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to John Knox Village's
(JKV or the community) tax-exempt revenue bonds series 2021A issued
by The Industrial Development Authority of The City of Lee's
Summit, Missouri on behalf of John Knox Village. The agency also
assigned a 'BB+' Issuer Default Rating (IDR). Fitch has also
affirmed JKV's 'BB+' revenue bond rating on approximately $114
million in outstanding bonds issued by The Industrial Development
Authority of The City of Lee's Summit, Missouri on behalf of John
Knox Village.
The fixed rate tax-exempt series 2021A bonds are expected to be
sold the week of April 22. Proceeds from the bonds (roughly $17.9
million) will be used to fund new construction and renovations to
existing units capitalized interest and the costs of issuance.
SECURITY
Debt payments are secured by a pledge of the unrestricted gross
revenues of the obligated group, a first mortgage lien on all the
real property constituting JKV's core campus (excluding property
south of NW O'Brien Road), and a debt service reserve fund.
ANALYTICAL CONCLUSION
The 'BB+' rating and Stable Outlook reflect Fitch's view that JKV's
debt load for its planned new independent living (IL) units should
be manageable and the projected cash flow accretive. Assuming
presales velocity is an indication of future move-ins, Fitch
expects JKV to achieve cash-to-adjusted debt and MADS coverage that
remains consistent with its current rating.
JKV experienced operating disruptions due to the pandemic across
all segments of its campus, including the independent living (IL),
assisted living (AL) and skilled nursing facility (SNF). However,
the combination of labor expense management and stimulus funding
allowed JKV to offset nearly all lost operating revenue and
increased costs in the AL and SNF. Fitch believes that operating
challenges in the AL and SNF are not material to overall operating
performance given that the IL component of the campus is JKV's
largest service offering, comprising close to 75% of total units.
Health Center census has also started to improve as positive
COVID-19 cases on campus have materially declined, and vaccines
have been administered to a majority of staff and residents.
As for the IL, marketing and sales efforts materially diminished in
3Q21 (YE March 31) due to a rise in positive cases at the community
and lack of in-person marketing. Fitch views sales and marketing
challenges in the third quarter as more concerning, but notes the
solid recovery in move-ins and sales into the IL units (ILUs) as of
March 2021.
JKV is also in the early stages of funding a new expansion project
(Meadows Phase II), expected to close in April 2021. The total cost
is roughly $32 million, where $17.9 million is privately placed
permanent debt, $14 million is temporary bank debt, and the balance
of proceeds is a combination of JKV's equity and initial entrance
fees. Project plans include 52 new ILUs and an additional parking
garage, where management expects to complete construction in
roughly 15 months. Presales targets are 40%, or roughly 20 units,
which is the minimum threshold set by lenders. As of March 2021,
JKV has presold 20 units and expects to presell another two to
three before closing, thereby exceeding the 40% threshold required
for permanent financing.
While targeted presales are lower than the typical industry
benchmark of about 70%, Fitch believes that, based on third party
projections and prospective residents' current interest levels, the
project appears feasible. Additionally, the incremental permanent
debt will not materially change JKV's financial profile given its
large size and already sizable leverage profile. Fitch also views
the project's scope favorably, as it's focused entirely on building
new ILUs, which, if completed and filled on-time and on-budget,
would be cash flow accretive.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Independent Living Occupancy and Market Position are Stable
Although JKV struggled with IL sales and marketing during the
pandemic, nine-month 2021 interim data indicates that IL occupancy
stayed stable. Fitch believes that the downturn will be temporary
and sales will continue to rebound in the coming months.
As seen throughout the LPC sector, AL and SNF census levels dropped
due to campus restrictions and deferred elective procedures at
hospitals. However, management notes that the situation is getting
better and occupancy in the Health Center should trend upwards.
JKV also continues to implement consistent and affordable annual
rate increases across all service lines.
Operating Risk: 'bb'
Core Operations Remain Sufficient
JKV's core operations are adequate for the current rating level.
Operating stress from the pandemic was mostly offset by stimulus
funding and labor expense management, resulting in nine-month 2021
interim profitability on par with historical performance.
Capex plans comprise finishing an ongoing IL replacement project
(Villas Initiative - Phase VI), as well as the new Meadows Phase II
project, expected to be "in-ground" by May 2021.
Financial Profile: 'bb'
Stable Operations and New Project Support Sufficient Liquidity
Fitch expects profitability from existing units to stabilize while
JKV builds its Meadows Phase II ILUs. Based on third party
projections, the debt load for the new units should be manageable
and the project cash flow accretive. Assuming presales velocity is
an indication of future move-ins, JKV will achieve sustainable
cash-to-adjusted debt and MADS coverage metrics in Fitch's
forward-look.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
There are no asymmetric risk factors affecting this rating
determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Project completion and successful fill-up produce new cash
flows and new revenues, while project costs decline over time,
resulting in sustained NOM, NOMA and operating ratio of 3%-5%,
15%-20% and 100%-105%, respectively. Fitch notes, however,
these types of improvements would likely be longer-term trends
given the length of construction and added time to reach
stabilized occupancy;
-- Consistent IL occupancy of roughly 90%-93% for existing units.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Meadows Phase II construction and fill-up projections fall
short of third-party analysis, causing an increase in
operating expenses and deferral of cash flow generation to
satisfy pro forma aggregate debt service, resulting in MADS
coverage below the covenant threshold of 1.2x;
-- While Fitch believes sales of existing ILUs should improve in
the near-term, any reversal of recent positive trends where IL
occupancy dips to less than 83%-85% would result in negative
rating pressure.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
CREDIT PROFILE
JKV is located in Lee's Summit, MO, with 995 (947 marketable) ILUs,
164 ALUs and 430 (266 available) SNF beds. Additional operations
include a home health agency, hospice services, a 24-hour ambulance
and paramedic service and a foundation. JKV is one of the largest
single-site LPCs in the country by both acreage and number of units
and is the second largest single-site not-for-profit CCRC in the
2020 LeadingAge Ziegler 200. JKV offers both rental and type B
entrance fee contracts.
Fitch's analysis is based on JKV's obligated group (OG). The John
Knox Village Foundation was removed from the OG in October 2017.
Excluding the Foundation, the OG accounted for 97.7% of
consolidated total assets and 99.3% of consolidated operating
revenues in 2020. Total OG operating revenue equaled $71.7 million
in 2020.
REVENUE DEFENSIBILITY
As mentioned, JKV struggled with ILU marketing and sales during the
pandemic in 3Q21, which rebounded in the fourth quarter, with 17
new sales for existing units reported for March. Additionally, as
of December 2020, JKV had a waitlist of 309 prospective residents
that could move into the ILUs in less than nine months, which Fitch
views favorably.
Management has identified about 10 comparable IL communities in its
primary service area (PSA) but Fitch believes these LPCs do not
pose any immediate threat to JKV's market share. In particular, The
Carlyle is only three miles away from JKV, but is typically almost
full, posting around 90% average occupancy. New AL communities also
entered the Lee's Summit market in recent years, but management has
solidified its market position in 2018 by funding about $7 million
in ALU and SNF improvements.
Wealth and demographic trends remain solid in Lee's Summit. Over
the last year, home values have appreciated by over 13%, population
growth was 6% and median household income is nearly $90,000, which
is well above county, state and national medians.
Monthly and entrance fee increases have respectively averaged 4.1%
and 3.9% per year since 2019. Weighted average entrance fees align
with resident wealth levels and are affordable.
OPERATING RISK
JKV offers a range of Type B and rental contracts to current and
prospective residents. In 2015, JKV added new contract options to
bolster marketability, which include five different refund options
and healthcare discounts (80/50, 80/20, 50/50, 0/50, 0/50 mix). All
include 1,000 hours of home care services while living in the IL
and 90 days of health care while in the AL and SNF. Previous
contracts include Continuing Care Advantage (a Type B contract
where upon transfer to AL or SNF, the resident pays the current
rate on ALU/SNF after the 90-day lifetime allotment of services at
ILU monthly rate), Lease Advantage (one-year contracts where
residents pay per diem rates for all ALU and SNF services which are
provided on an "as available" basis), and a variety of discontinued
agreements. Overall, roughly 65% of total contracts include Type B
agreements (of which about 76% are non-refundable) and 35% are
lease agreements. In line with management's strategic goal of
increased entrance fee sales, entrance fee contracts have become a
bigger proportion of the total relative to lease agreements.
The community's operations align with a 'weak' assessment, but are
adequate at the current rating level. JKV's five-year averages for
operating ratio, NOM and NOMA are 106.1%, -1.1% and 11.1%,
respectively, which demonstrate weak core operating performance,
despite sufficient entrance fee turnover. Coronavirus Aid, Relief,
and Economic Security (Cares) Act Provider Relief Funds of over
$3.8 million helped mitigate Health Center losses from the pandemic
and a $7.1 million Paycheck Protection Program (PPP) loan.
Management has set aside reserves to cover the the PPP loan as a
restricted source until it is forgiven, which is expected to occur
by September 2021.
JKV has had ongoing strategic capital plans for several years
funded with a combination of operating cash flow and debt.
Five-year average capex-to-depreciation is about 148.3%, which is
solid for the current rating level. As of 2020, average age of
plant is somewhat elevated at 12.3 years and has crept up over
time, but also sufficient for a midrange assessment.
JKV recently completed Meadows Phase I, which comprised 112 new
ILUs, underground parking, a new restaurant and new wellness
facilities. It was finished on-time and on-budget and was 93%
occupied as of 3Q21. The Series 2018A bond issue also raised
roughly $7 million for an AL and SNF repositioning project, which
constructed 25 new ALUs and created more private SNF rooms. The
repositioning caused some initial service disruptions in the Health
Center, but generally was successful. The pandemic slowed down
fill-up for the new ALUs due to campus restrictions, but management
indicates that as vaccines roll out, census levels should improve.
In addition, JKV has continued to reposition old ILUs in a
multi-phase renovation project called the Villas Initiative, where
Phase VI will reposition 17 older and smaller units with seven
larger ones in a 12-month period. Management notes that the new
villas have been well-received by the market where all of the units
have been sold and all will be fully completed and occupied by
March 2021.
The community is now in the final stages of financing Meadows Phase
II, which will cost roughly $32 million. The project is expected to
be funded with approximately $17.9 million in permanent debt, $14
million in temporary bank debt, $500,000 in JKV equity and about
$945,000 in initial entrance fees. Third-party estimates indicate
that the project will take about 15 months to complete and should
reach stabilized occupancy by fiscal 2025. Fitch views the project
favorably as it focuses solely on building 52 new ILUs, which would
be cash flow accretive if completed on-time and on-budget, then
successfully filled. Third party analysis also shows that the
project can cover the incremental permanent debt service by roughly
1.4x with just its operating revenues, and then 2.0x if they also
include new entrance fees. Given the size of JKV, Fitch believes
the new debt burden should be manageable and there's enough market
demand for the new units.
FINANCIAL PROFILE
JKV's unrestricted cash and investments totaled a modest $40.2
million as of 2020, representing cash-to-adjusted debt of 42% and
days cash on hand (DCOH) of roughly 202. MADS coverage including
entrance fees was 1.4x in 2020, which is sufficient for the current
rating and consistent with historical performance.
Fitch's standard portfolio stress results in a -10.8% investment
loss in year one of the base case scenario, generating a weak
cash-to-adjusted debt of 31% and low DCOH of 181 days. The
forward-look assumes that JKV will stabilize operations for the
existing units and generate steady entrance fee turnover as the
pandemic continues to recede.
Fitch also incorporates third-party projections for the new
expansion project. Although the Meadows Phase II will be accretive,
incremental profitability will not be realized until roughly 2025,
when cash-to-adjusted debt and MADS coverage reach roughly 40% and
1.6x by year five of the base case.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
The base case analysis shows that DCOH falls below 200 days in year
one, driven primarily by the standard portfolio stress using fiscal
2020 as baseline performance. Breaching the 200-day threshold is
somewhat risk additive especially as JKV begins its new project,
but given increased ILU sales for existing units, improving
operations, and the fact that JKV's DCOH is historically in the
180-190 range, Fitch does not believe this level of DCOH adds
negative rating pressure. Interim financials also indicate that
liquidity (excluding the PPP loan of $7.2 million) grew by nearly
10% in the first half of 2021, reaching 208 DCOH, providing extra
operating cushion.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
KAYA HOLDINGS: Swings to $12.3 Million Net Loss in 2020
-------------------------------------------------------
Kaya Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$12.29 million on $1.03 million of net sales for the 12 months
ended Dec. 31, 2020, compared to net income of $7.52 million on
$1.01 million of net sales for the 12 months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $2.29 million in total assets,
$27.22 million in total liabilities, and a total stockholders'
deficit of $24.93 million.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 2021, citing that the Company has suffered net losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1530746/000172186821000184/f2skays10k031921.htm
About Kaya
Kaya Holdings, Inc. -- http://www.kayaholdings.com-- is a
vertically integrated legal marijuana enterprise that produces,
distributes, and/or sells a full range of premium cannabis products
including flower, oils, vape cartridges and cannabis infused
confections, baked goods and beverages through a fully integrated
group of subsidiaries and companies supporting highly distinctive
brands.
LINKMEYER KROGER: Lawrenceburg City Says Disclosures Inadequate
---------------------------------------------------------------
The City of Lawrenceburg, Indiana objects to the Disclosure
Statement of Linkmeyer Kroger, LLC.
The City claims that Debtors Linkmeyer Kroger, LLC, Linkmeyer
Properties, and Linkmeyer Development II, LLC are not substantively
consolidated while it will be noted at the outset that while the
Debtors' three cases (20-90898, 20-90899, and 20 90900) are jointly
administered administratively.
The City points out that the Disclosure Statement the Debtor filed
in this case is identical to that filed in the other two cases, but
the three Debtors are separate entities with separate assets,
though the schedules show that the three Debtors share the same
$3,000,000 liability to the City. The City is filing an objection
to the Disclosure Statement in all three cases.
Additionally, the level of disclosure is entirely inadequate. That
inadequacy includes the Debtors' failure to explain which Debtor
owns which assets. While the City's objections will be largely the
same in all three cases, each objection will point out which Debtor
owns which assets according to the schedules.
The City's $3,000,000+ claim is owed by all three Debtors, and
other than an IRS claim, comprises the only real claim in this case
and in the Linkmeyer Properties case, Case No. 20-90898. Since the
same Disclosure Statement (and Plan) are filed in all three cases,
the Disclosure Statements (and Plans) gloss over and do not mention
these distinctions between the cases relating to each entity's
particular assets and liabilities.
Ultimately, however, the Debtors' failure to properly include their
individual assets and liabilities in each Disclosure Statement does
not matter, because this case and the other two cases are
unconfirmable, whether considered jointly or individually, and all
must be dismissed.
A full-text copy of the City's objection dated April 1, 2021, is
available at https://bit.ly/3dCZ2FV from PacerMonitor.com at no
charge.
Attorney for City of Lawrenceburg:
Reuel D. Ash
Ulmer & Berne LLP
600 Vine Street, Suite 2800
Cincinnati, OH 45202
Telephone: (513) 698-5118
Fax: (513) 698-5119
Email: rash@ulmer.com
About Linkmeyer Properties
Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer
Development II, LLC filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No.
20-90898) on Aug. 13, 2020. At the time of the filing, each Debtor
disclosed estimated assets of less than $50,000 and estimated
liabilities of between $1 million and $10 million. Judge Andrea K.
Mccord oversees the cases. Hester Baker Krebs, LLC serves as
Debtors' legal counsel.
LINKMEYER PROPERTIES: City Opposes Disclosures, Seeks Dismissal
---------------------------------------------------------------
City of Lawrenceburg, Indiana (the "City") filed an objection to
the Linkmeyer Properties, LLC's Disclosure Statement (cited as
"D.S.").
While the Debtors' three cases (20-90898, 20-90899, and 20-90900)
are jointly administered administratively, they are not
substantively consolidated. The Disclosure Statement the Debtor
filed in this case is identical to that filed in the other two
cases, but the three Debtors are separate entities with separate
assets, though the schedules show that the three Debtors share the
same $3,000,000 liability to the City. The City is filing an
objection to the Disclosure Statement in all three cases. As
demonstrated herein, this case, along with the other two, must be
dismissed at this stage because the Debtor in each case will never
be able to obtain confirmation of any plan over the City's
objection. The City is filing motions to dismiss in all three cases
in connection with this Objection.
City points out that the level of disclosure is entirely
inadequate. That inadequacy includes the Debtors' failure to
explain which Debtor owns which assets. While the City's objections
will be largely the same in all three cases, each objection will
point out which Debtor owns which assets according to the
schedules. So, for example, this Debtor, Linkmeyer Properties, LLC
owns the four unimproved lots located in Waterview Commerce Park.
Debtor Linkmeyer Kroger, LLC, Case No. 20-90899, owns the Tanners
Creek South lots, and the third Debtor, Linkmeyer Development II,
LLC owns no assets at all.
City further points out that similarly, the City's $3,000,000+
claim is owed by all three Debtors, and other than an IRS claim,
comprises the only real claim in this case and in the Linkmeyer
Kroger case, Case No. 20-90899. But in addition to the City's
claim, there are (allegedly) millions of dollars of unliquidated
employee claims in the Linkmeyer Development case, Case No.
20-90900. Since the same Disclosure Statement (and Plan) are filed
in all three cases, the Disclosure Statements (and Plans) gloss
over and do not mention these distinctions between the cases
relating to each entity's particular assets and liabilities.
According to the City, ultimately, however, the Debtors' failure to
properly include their individual assets and liabilities in each
Disclosure Statement does not matter, because this case and the
other two cases are unconfirmable, whether considered jointly or
individually, and all must be dismissed. While the Debtors should
explain which assets each Debtor owns, instead of acting like the
cases are substantively consolidated, whether the cases are taken
individually, as they should be, or together, the disclosure in all
the cases is inadequate, and the cases should be dismissed at this
juncture because the Debtors' plans in all three cases are
unconfirmable.
The City asserts that the Debtor's Disclosure Statement must not be
approved, and the Court should dismiss chapter 11 cases now. Well
established case authority provides that a chapter 11 case that has
no chance of being confirmed should be dismissed or converted at
the disclosure statement stage. That is the situation here. The
Debtors filed their chapter 11 cases in bad faith, and the cases
have no chance of being confirmed over the City's objection. These
chapter 11 cases bear most, if not all of the earmarks of bad faith
filings, some of which include: (1) These are single-asset chapter
11 cases in which the City has a $3,000,000+ judgment lien (and
prior to that, a first position mortgage) on all of the Debtors'
properties; (2) the Debtors filed their cases shortly before the
properties were scheduled for sheriff's sale after foreclosure; (3)
the Debtors' properties constitute unimproved land in which the
Debtors lack equity, the properties generate
zero income, and the Debtors have tried unsuccessfully to sell the
properties in the past; (4) in this case, there are no unsecured
claims other than a tax claim; and (5) there is no conceivable way
that the Debtors can ever, let alone within a reasonable time
frame, obtain confirmation of chapter 11 plan over the City's
objection. This case, along with the other two cases, should be
dismissed before the parties expend significant time and resources
gearing up for and participating in confirmation hearings in which
there can be only one result: the denial of confirmation. Neither
this Debtor alone or in conjunction with the other two Debtors will
ever be able to propose a feasible plan, and the cases should be
dismissed.
Should this case, along with the other two, go to a confirmation
hearing, the City will prove that the Debtor's Plan is patently
unconfirmable under 11 U.S.C. Sec. 1129. This brief will provide
the Court with a preview of the unfixable Plan deficiencies, which
provides sufficient basis for dismissing the cases now, in
connection with the motions to dismiss the City will file.
Alternatively, and additionally, the level of disclosure in the
Disclosure Statement is wholly inadequate under 11 U.S.C. Sec.
1125. This Objection first addresses why the proposed Plan is
unconfirmable, and then highlights several deficiencies in the
information provided by the Disclosure Statement.
Attorney for City of Lawrenceburg, Indiana:
Reuel D. Ash
Ulmer & Berne LLP
600 Vine Street, Suite 2800
Cincinnati, OH 45202
Tel: (513) 698-5118
Fax: (513) 698-5119
E-mail: rash@ulmer.com
About Linkmeyer Properties
Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer
Development II, LLC filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No.
20-90898) on Aug. 13, 2020. At the time of the filing, each Debtor
disclosed estimated assets of less than $50,000 and estimated
liabilities of between $1 million and $10 million. Judge Andrea K.
Mccord oversees the cases. Hester Baker Krebs, LLC serves as
Debtors' legal counsel.
LSI CORPORATION: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by LSI Corporation.
Headquartered in San Jose, California, LSI Corporation designs,
develops, manufactures, and markets computer integrated circuits
and storage systems.
MACK-CALI REALTY: Egan-Jones Keeps BB- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Mack-Cali Realty Corporation.
Headquartered in Jersey City, New Jersey, Mack-Cali Realty
Corporation is an American publicly traded real estate investment
trust headquartered in Jersey City, New Jersey.
MALLINCKRODT PLC: Court Approves Exec. Bonuses Up to $35 Million
----------------------------------------------------------------
Law360 reports that a Delaware bankruptcy judge on Monday, April 5,
2021, gave drugmaker Mallinckrodt PLC permission to give its top
executives up to $35 million in performance-based bonuses,
rejecting creditor arguments that the executives could be
responsible for the company's legal troubles.
In a bench ruling, U.S. Bankruptcy Judge John Dorsey overrode
objections from the unsecured creditors committee and the U. S.
Trustee's Office to find that the proposed bonuses were a
reasonable incentive for the executives to see the company through
its Chapter 11 and that so far, no court has found them liable in
the litigation that sent the company into bankruptcy.
About Mallinckdrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
As of March 27, 2020, the Company had $10.17 billion in total
assets, $8.27 billion in total liabilities, and $1.89 billion in
total shareholders' equity.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against the Company.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel to the Company, Guggenheim
Securities, LLC, is serving as investment banker and AlixPartners
LLP is serving as restructuring advisor to Mallinckrodt. Hogan
Lovells is serving as counsel with respect to the Acthar Gel
matter. Prime Clerk LLC is the claims agent.
MAPLE LEAF: Has Deal on Interim Cash Collateral Access
------------------------------------------------------
Maple Leaf Cheese Cooperative and Bank of New Glarus have advised
the U.S. Bankruptcy Court for the Western District of Wisconsin
they have reached an agreement regarding Maple Leaf's use of cash
collateral and now desire to memorialize the terms of this
agreement into an agreed order.
The parties agree the Debtor will provide notice of the Motion to
Approve the Stipulation to the list of 20 largest unsecured
creditors, the U.S. Trustee and other parties through the Court's
CM/ECF system, and requests that the Court approve the Stipulation
should no objection be filed within 14 days of service.
New Glarus provided various loans to the Debtor, as documented by
various notes, mortgages, security instruments, and related
documents. The loans are secured by mortgages and security
interests against the Debtor's cheese facility and other business
assets, including cash collateral.
On the balance of the Notes with New Glarus, the Debtor agrees to
make monthly payments of interest as adequate protection to New
Glarus:
Adequate
Loan Secured Claim Per Diem Protection Payment
---- ------------- -------- ------------------
0608 $1,136,101.24 $173.57 $5,207.13
1895 $417,267.03 $57.95 $1,738.61
3685 $37,624.81 $5.74 $172.45
9457 $400,831.82 $50.10 $1,503.12
------------------
Total: $8,621.30
The adequate protection payments will continue monthly during the
case.
The Debtor grants New Glarus replacement liens of the same priority
to the same extent and in the same collateral as New Glarus had
pre-petition.
The Debtor will provide the following information to New Glarus:
(a) Monthly financial reports, consistent with the reporting
requirements of the U.S. Trustee during the chapter 11 case;
(b) Periodic updates on the marketing and sales efforts for
the Debtor's cheese facility as reasonably requested by New Glarus;
and
(c) Proof of continued insurance for the Debtor's cheese
facility, which will continue to be maintained by the Debtor and
paid from the cash collateral.
New Glarus consents to the Debtor's use of cash collateral on the
terms of the Stipulation and agrees that its terms constitute
adequate protection pursuant to section 361 for the Debtor's use of
the Collateral.
New Glarus agrees the Debtor may pay from the cash collateral held
in the Debtor's debtor-in-possession operating account, actual
amounts necessary for all post-petition insurance, taxes, gas,
electricity, the adequate protection payments stated of
$8,621.30/mo., other winterization costs for the cheese facility
not to exceed $2,500/mo., and such other necessary operational
expenses as may be approved by New Glarus. New Glarus further
agrees that the Debtor may use cash collateral immediately provided
that the Debtor timely pursues approval of the Stipulation with the
Court and is complying with it.
The claims, liens, rights, and benefits of New Glarus pursuant to
the Prepetition Loan Documents (including any post-petition
replacement liens, post-conversion liens (if any), or other
protections afforded to New Glarus in the Case) will be subject to
payment of the section 503(b)(9) Claims which is the sum of
$84,202.68, equal to the aggregate sum of the December milk
deliveries supplied by the patron members of the Debtor and would
be subject to allowance as administrative expense claims.
New Glarus further agrees that the Debtor may pay an amount(s)
equal to the section 503(b)(9) Claims to the patrons, or as they
may otherwise direct, from the DIP Account, which will not be
reduced by the amount of any fees, costs, or expenses accrued,
incurred, awarded, or paid prior to the date of the Stipulation.
New Glarus acknowledges and agrees that the payment of the section
503(b)(9) Claims will survive any dismissal or conversion of the
case to Chapter 7, and that New Glarus' liens are subordinated to
such amounts.
A copy of the Stipulation is available for free at
https://bit.ly/3wCJdrs from PacerMonitor.com.
About Maple Leaf Cheese Cooperative
Maple Leaf Cheese Cooperative, a dairy product manufacturing
business based in Monroe, Wis., sought Chapter 11 protection
(Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition
was signed by Jeremy Mayer, board president.
At the time of filing, the Debtor disclosed $1 million to $10
million in both assets and liabilities.
The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy
counsel, Peters & Peters, CPA as accountant, and WPower L.L.C. as
consultant.
MARTIN CARPENTER'S: Seeks to Hire Elevate Accounting Solutions
--------------------------------------------------------------
Martin Carpenter's Air Conditioning and Heating, Inc. seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Alabama to employ Elevate Accounting Solutions, LLC as its
accountant.
The firm will render these services:
a. prepare and file tax returns and conduct tax research;
b. perform normal accounting services as required by the
Debtor; and
c. assist the Debtor in preparing reports, including monthly
operating reports and financial projections.
Elevate Accounting Solutions will be paid compensated at the rate
of $60 per hour for bookkeeping services and $90 per hour for tax
preparation. The firm received an initial retainer in the amount
of $1,000.
Elevate Accounting Solutions neither represents nor holds any
interest adverse to the Debtor and its estate or to the Debtor's
creditors, according to court papers filed by the firm.
The firm can be reached at:
Elevate Accounting Solutions, LLC
4009 Indianapolis Street, NE
Saint Petersburg, FL 33703
Tel:(727) 201-3238
Email: team@elevateaccountingsolutions.com
About Martin Carpenter's Air Conditioning
and Heating Inc.
Martin Carpenter's Air Conditioning and Heating, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 21-00722) on Feb. 16, 2021. 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. The
Debtor tapped Buddy D. Ford, P.A. as its bankruptcy counsel and
Elevate Accounting Solutions, LLC as its accountant.
MFA FINANCIAL: Egan-Jones Lowers Senior Unsecured Ratings to B+
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by MFA Financial, Inc. to B+ from BB+.
Headquartered in New York, New York, MFA Financial, Inc. operates
as a real estate investment trust primarily engaged in the business
of investing, on a leveraged basis, in residential mortgage assets,
including residential mortgage-backed securities and residential
whole loans.
MGIC INVESTMENT: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by MGIC Investment Corporation.
Headquartered in Milwaukee, Wisconsin, MGIC Investment Corporation
provides private mortgage insurance services.
MOBITV INC: Committee Hires Fox Rothschild as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of MobiTV, Inc. and
MobiTV Service Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to retain Fox Rothschild, LLP as
its legal counsel.
The firm's services include:
(a) advising the committee with respect to its powers and
duties under Bankruptcy Code Section 1102;
(b) assisting the committee in the investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors, the operation of the Debtors' businesses, and any other
matter relevant to their Chapter 11 cases or to the formulation of
a plan of reorganization or liquidation;
(c) preparing legal papers;
(d) reviewing, analyzing and responding to pleadings filed in
the Debtors' cases and appearing before the court;
(e) representing the committee at hearings and other judicial
proceedings;
(f) advising the committee of its fiduciary duties and
responsibilities;
(g) advising the committee and its other professionals on
practice and procedure in the bankruptcy court; and
(h) other legal services.
Fox Rothschild's standard rates range from $375 to $885 per hour
for bankruptcy attorneys, from $240 to $580 per hour for associates
and from $110 to $425 per hour for paraprofessionals.
The firm's attorneys, law clerk and paralegal law who are expected
to provide the services are:
Michael A. Sweet - Partner $720 per hour
Robert W. Glantz - Partner $610 per hour
Seth A. Niederman - Partner $540 per hour
Gordon E. Gouveia - Partner $500 per hour
Michael R. Herz - Counsel $480 per hour
Diana L. McGraw - Associate $475 per hour
Stephanie Slater - Law Clerk $335 per hour
Robin I. Solomon - Paralegal $415 per hour
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Fox
Rothschild disclosed that:
-- it 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;
-- the firm has not represented the committee in the 12 months
prepetition; and
-- an initial budget estimate and staffing plan was prepared
and approved as required under the post-petition
debtor-in-possession financing facility for all professionals.
Fox Rothschild is disinterested within the meaning of Section
101(14) of the Bankruptcy Code, according to court papers filed by
the firm.
The firm can be reached through:
Seth A. Niederman, Esq.
Fox Rothschild LLP
919 N. Market St., Suite 300
P.O. Box 2323
Wilmington DE 19899-2323
Tel: 302-622-4238
Fax: 302-655-7004
Email: sniederman@foxrothschild.com
About MobiTV Inc.
Founded in 2000, MobiTV is the first company to bring live and
on-demand television to mobile devices and is a leader in
application-based television and video delivery solutions. MobiTV
provides end-to-end internet protocol streaming television services
("IPTV") via a proprietary cloud-based, white-label application.
On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457).
MobiTV Inc. estimated at least $10 million in assets and $50
million to $100 million in liabilities as of the filing.
FTI Consulting, Inc. and FTI Capital Advisors LLC have been
retained as the Debtors' financial advisor and investment banker to
assist in negotiation of strategic options. Pachulski Stang Ziehl &
Jones LLP and Fenwick & West LLP serve as the Debtors' legal
counsel. Stretto is the claims agent, maintaining the page
https://cases.stretto.com/MobiTV.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on March 15, 2021. The committee
is represented by Fox Rothschild, LLP as legal counsel.
NATIONAL RIFLE ASSOCIATION: NY AG Says Ch.11 Filed in 'Bad Faith'
-----------------------------------------------------------------
Law360 reports that the New York attorney general's office argued
Monday that the National Rifle Association's Chapter 11 was filed
in bad faith, telling a Texas bankruptcy judge that the
organization's leadership deceived its board of directors and made
the filing to duck regulatory actions by the Empire State.
During the first day of a trial over multiple parties' motion to
dismiss the bankruptcy case, Assistant Attorney General Monica
Connell said in opening arguments that NRA Executive Vice President
Wayne LaPierre hid his intention to move the organization into
bankruptcy in Texas from the board.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US,
LLP, and AlixPartners, LLP, serve as the committee's legal counsel
and financial advisor, respectively.
NATIONAL RIFLE: LaPierre Using Ch. 11 to Evade Probe, Says NYAG
---------------------------------------------------------------
Steven Church of Bloomberg News reports that Wayne LaPierre, the
top executive of the National Rifle Association, put the gun rights
group into bankruptcy to avoid facing a financial investigation by
New York's Attorney General, a lawyer for the state said at the
start of a trial that could reshape one of the most politically
powerful organizations in the U.S. New York's top law enforcement
officer, Letitia James, is asking a federal bankruptcy judge in
Dallas to either appoint a trustee to run the NRA instead of
LaPierre, or to throw out its bankruptcy case.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the 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.
NEKTAR THERAPEUTICS: Egan-Jones Lowers Sr. Unsec. Ratings to CCC-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Nektar Therapeutics to CCC- from CCC. EJR also
maintained its 'C' rating on commercial paper issued by the
Company.
Headquartered in San Francisco, California, Nektar Therapeutics is
a clinical-stage biopharmaceutical company which develops a
pipeline of drug candidates that utilize company platforms.
NEONODE INC: Appoints Fredrik Nihlen as Chief Financial Officer
---------------------------------------------------------------
Neonode Inc. has appointed Fredrik Nihlen as chief financial
officer, to become effective on or about Aug. 2, 2021, following a
notice period to Mr. Nihlen's current employer.
Mr. Nihlen joins Neonode from IFS Sverige AB where he held the
position of Finance Director IFS Nordics since 2019. Prior to
joining IFS, Mr. Nihlen held the position of Group chief financial
officer at Cinnober Financial Technology AB from 2018 to 2019.
Before this Mr. Nihlen was with DIBS Payment Services, where he
held the position of Head of Finance from 2016 to 2018 and Business
Controller from 2013 to 2016.
Mr. Nihlen has a M.Sc. in Business Studies and Economics from
Växjö University, Sweden.
Maria Ek will remain in her position as the Company's chief
financial officer until Fredrik Nihlen joins later this year.
"We are in a very positive and dynamic phase and see a strong and
increasing demand for our contactless touch solutions and other
offerings from customers worldwide. The recruitment of Fredrik
Nihlen is a testament to our belief in the company's growth
potential and with Mr. Nihlen joining our team we get a person with
financial expertise and business acumen that will reinforce our
work to develop and grow the company and improve profitability,"
said Urban Forssell, chief executive officer.
The Company entered into an employment agreement with Mr. Nihlen on
March 30, 2021, which will become effective at the Effective Time
and no later than Sept. 29, 2021. Under the terms of the
employment agreement, Mr. Nihlen will be entitled to receive a
monthly salary of SEK 120,000 (approximately US$13,714), to be
reviewed on an annual basis, and will be eligible to participate in
the Company's short- and long-term incentive program for key
persons and in the Company's standard pension, healthcare, and
benefits programs on the same terms as all other employees. Either
party to the employment agreement may terminate the agreement with
six months' notice to the other party. The terms of the employment
agreement with Mr. Nihlen contain other customary provisions.
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops
user interface and optical interactive touch and gesture solutions.
Its patented technology offers multiple features including the
ability to sense an object's size, depth, velocity, pressure, and
proximity to any type of surface.
Neonode reported a net loss attributable to the company of $5.6
million for the year ended Dec. 31, 2020, compared to a net loss
attributable to the company of $5.30 million for the year ended
Dec. 31, 2019. As of Dec. 31, 2020, the Company had $16.57 million
in total assets, $4.68 million in total liabilities, and $11.89
million in total stockholders' equity.
NET ELEMENT: Posts $5.9 Million Net Loss in 2020
------------------------------------------------
Net Element, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss attributable
to the Company's stockholders of $5.94 million on $65.70 million of
total revenues for the year ended Dec. 31, 2020, compared to a net
loss attributable to the Company's stockholders of $6.46 million on
$64.99 million of total revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $26.83 million in total
assets, $24.34 million in total liabilities, and $2.48 million in
total stockholders' equity.
Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
"We would like to reassure our shareholders that we continue
working diligently on the pending merger with Mullen as we move to
finalize Form S-4 and the proxy statement for our shareholders,"
commented Net Element's Executive Chairman Oleg Firer. "The
Company has been focused on minimizing operational expenses in the
payments business pending its divestiture, subject to requisite
stockholders' approval, as part of the merger with Mullen."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1499961/000143774921007796/nete20210205_10k.htm
About Net Element
Headquartered in North Miami Beach, Florida, Net Element, Inc.
(NASDAQ: NETE) -- http://www.NetElement.com-- operates a
payments-as-a-service transactional and value-added services
platform for small to medium enterprise ("SME") in the U.S. and
selected emerging markets. In the U.S. it aims to grow
transactional revenue by innovating SME productivity services using
blockchain technology solutions and Aptito, its cloud-based,
restaurant and retail point-of-sale solution. Internationally, Net
Element's strategy is to leverage its omni-channel platform to
deliver flexible offerings to emerging markets with diverse
banking, regulatory and demographic conditions.
NIR WEST COAST: Seeks Cash Collateral Access Thru June 30
---------------------------------------------------------
Walter R. Dahl, the Subchapter V Trustee of NIR West Coast, Inc.,
dba Northern California Roofing Co., asks the U.S. Bankruptcy Court
for the Eastern District of California, Sacramento Division, for
authority to use cash collateral through June 30, 2021, in
accordance with the proposed budget.
The Subchapter V Trustee says it is vital and necessary for the
continued operation of the Debtor's business to use cash on hand,
accounts receivable collections, inventory, and cash sales proceeds
on an on-going basis so that the Trustee can pay wages, suppliers
and the basic overhead expenses incurred post-petition. Use of cash
collateral in this normal and customary fashion will permit the
Trustee, on behalf of the Debtor, to further the Debtor's
rehabilitation and reorganization pursuant to Subchapter V of
Chapter 11 of the Bankruptcy Code.
According to the Debtor's Schedule D, and the Trustee's research
with the California Secretary of State, these Secured Creditors may
assert security interests in substantially all property of the
Debtor and the Estate other than titled motor vehicles:
Priority/
Secured Creditor Collateral Description Perfection
---------------- ---------------------- ----------
Bank of the West Inventory, Equipment,
Rights to Payment, 1st / UCC-1
General Intangibles
& Proceeds
US Small Business Inventory, Equipment,
Administration Rights to Payment, 2nd / UCC-1
General Intangibles
& Proceeds
The Secured Creditors' respective security interests extend to
substantially all the Debtor's (and now the bankruptcy estate's)
personal property, and the proceeds thereof, including most notably
for the motion Inventory, Accounts Receivable and Equipment.
On December 21, 2020, the Court entered an order granting the
Debtor's Motion For Final Order (A) Authorizing Use Of Cash
Collateral Pursuant To 11 U.S.C. section 363, and (B) Granting
Adequate Protection Pursuant To 11 U.S.C. sections 363 and 364.
Pursuant to the order, the Debtor was authorized to use cash
collateral through February 2, 2021, and BOTW and the SBA were
granted replacement liens.
On February 3, 2021, the Court entered an order approving the
stipulation of the Debtor and BOTW extending the use of cash
collateral and replacement liens through March 30, 2021. The order
also required adequate protection payments made to the BOTW in the
amount of $1,250 to be issued on the 10th of each month.
At hearing on March 30, 2021, the Court ordered that the Debtor be
removed as the Debtor in Possession for cause and the Trustee's
duties be expanded under 11 U.S.C. section 1183. The Court
confirmed that the Trustee will perform the duties specified in
Bankruptcy Code section 704(a)(8), and paragraphs (1), (2), and (6)
of Bankruptcy Code section 1106(a), including operating the
business of the Debtor. In addition, the Court authorized the
Trustee at his discretion, to perform the duties specified in
paragraphs (3), (4), and (7) of Bankruptcy Code section 1106(a).
On March 31, 2021, the Trustee met at the Debtor's offices in
Vacaville over a number of hours with Greg Lynn, the Debtor's
President and sole shareholder, and other personnel, to gain more
information about the Debtor's business and its cash flow
requirements, and discuss the terms for continuing operation of the
Debtor's business in light of the removal of the Debtor In
Possession.
The Trustee was able to negotiate with BOTW to gain its consent to
allow disbursement of the payroll due April 2, as well as certain
disbursements for acquisition of materials and supplies, and
payment of permit and dump fees, to allow continuing operations
pending the anticipated hearing on the motion. The Trustee and BOTW
entered into a Stipulation and [proposed] Order documenting such
agreement, which was filed on April 1.
The Trustee is in the process of establishing his Trustee bank
account with Axos Bank, and anticipates transferring the monies
currently on deposit in the Debtor's DIP account with Wells Fargo
Bank over the next several days. Thereafter, the Trustee will issue
disbursements from his trustee account, and the Wells Fargo Bank
account will be closed. There may be some delay in arranging for
debit card and credit card payments by the Debtor's customers being
directly remitted to Trustee's Axos Bank account.
The Trustee believes BOTW is fully secured, based upon the current
valuation of the Estate's cash and accounts receivable so long as
the Debtor's business continues in operation. The Trustee has
determined that the Estate has sufficient cash and accounts
receivable to be able to make a $50,000 principal reduction payment
to BOTW, as part of the adequate protection to which BOTW is
entitled as a condition to continuing use of its cash collateral.
In the event the motion is granted, the Trustee intends to disburse
$50,000 to BOTW promptly upon entry of the order. In addition, the
Trustee will continue to disburse the BOTW Monthly Payment on the
10th of each month, to be applied first to postpetition interest,
and second to principal.
The Trustee, on behalf of the Estate, offers the accounts
receivable collections, inventory, and cash sales proceeds it will
continue to generate post-petition as replacement collateral to
BOTW and SBA, to the extent the Secured Creditors' collateral is
diminished from the Estate's use of cash collateral. The
replacement liens deeded granted to Secured Creditors pursuant to
the motion will be of the same scope, in the same priority, and
subject to the same infirmities and defenses, if any, as existed
pre-petition as to each such Secured Creditor. These post-petition
liens will adequately protect the Secured Creditors' respective
interests in the cash collateral used by the Estate.
A copy of the Trustee’s motion is available for free at
https://bit.ly/31T0tu5 from PacerMonitor.com.
About NIR West Coast, Inc.
NIR West Coast, Inc. -- https://northerncaliforniaroofing.com/ --
which conducts business under the name Northern California Roofing,
is a general building contractor that specializes in all phases of
the roofing process: from roof repairs to roof replacements, as
well as maintenance programs and complete roof overhauls.
NIR West Coast filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No.
20-25090) on Nov. 4, 2020. The petition was signed by Gregory Lynn,
president and chief executive officer. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Judge Christopher D. Jaime oversees the case.
Weintraub Tobin Chediak Coleman Grodin Law Corp. represents the
Debtor as legal counsel.
NRG ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by NRG Energy, Inc.
Headquartered in Houston, Texas, NRG Energy, Inc. is a large
American energy company, dual-headquartered in Princeton, New
Jersey and Houston, Texas.
NXT ENERGY: Swings to C$6 Million Net Loss in 2020
--------------------------------------------------
NXT Energy Solutions Inc. filed with the Securities and Exchange
Commission its Annual Report disclosing a net loss and
comprehensive loss of C$5.99 million on C$136,566 of survey revenue
for the year ended Dec. 31, 2020, compared to net income and
comprehensive income of C$3.77 million on C$11.97 million of survey
revenue for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had C$24.01 million in total
assets, C$3.26 million in total liabilities, and C$20.75 million in
shareholders' equity.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated March
30, 2021, citing that the Company's current and forecasted cash and
cash equivalents and short-term investments position is not
expected to be sufficient to meet its obligations that raises
substantial doubt about its ability to continue as a going
concern.
Message to Shareholders
George Liszicasz, president, and CEO of NXT, commented, "First I
want to convey my sincere hope that everyone is well and continues
to stay healthy. NXT had a very busy start to 2021 pursuing a
number of strategic contract opportunities that gives me great
confidence that our collective efforts will materialize into future
success both short-term and long-term."
"Although no survey revenues were recorded in Q4-2020, contract
opportunities substantially progressed throughout the winter in our
core areas of focus in Nigeria, East-Central Africa, Mexico, Asia
and South America. With commodity prices now stabilized and global
economic recovery well underway, an increased level of business
development activity has been experienced with our customers. We
remain highly confident in the approach we have taken to realize
near term opportunities with National Oil Companies that have a
long term strategic approach to the development of reserves.
"On behalf of our Board of Directors and the entire team at NXT, I
want to thank all of our shareholders for their continued
support."
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1009922/000165495421003759/nsfdf_ex991.htm
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
OCWEN FINANCIAL: Egan-Jones Keeps CCC Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2021, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by Ocwen Financial Corporation. EJR also maintained its
'C' rating on commercial paper issued by the Company.
Headquartered in West Palm Beach, Florida, Ocwen Financial
Corporation is a provider of residential and commercial mortgage
loan servicing, special servicing, and asset management services,
which has been described as "debt collectors, collecting monthly
principal and interest from homeowners."
OGE ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by OGE Energy Corporation.
Headquartered in Oklahoma City, Oklahoma, OGE Energy Corp., through
its principal subsidiary Oklahoma Gas and Electric Company,
generates, transmits, and distributes electricity to wholesale and
retail customers in communities in Oklahoma and western Arkansas.
OMNIQ CORP: Posts $11.3 Million Net Loss in 2020
------------------------------------------------
Omniq Corp. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss attributable to
common stockholders of $11.31 million on $55.21 million of total
net revenues for the year ended Dec. 31, 2020, compared to a net
loss attributable to common stockholders of $5.31 million on $57.20
million of total net revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $38.66 million in total
assets, $43.70 million in total liabilities, and a total
stockholders' deficit of $5.04 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
Fourth Quarter 2020 Financial Results
OMNIQ reported revenue of $12.9 million for the quarter ended
Dec. 31, 2020, an increase of 12% from $11.4 million in the fourth
quarter of 2019. The revenue increase reflects higher demand from
certain customers during the quarter as well as continued traction
in our markets. Total operating expenses for the quarter were $5.1
million, compared with $4.3 million in the fourth quarter of 2019.
Net loss for the quarter was $2.9 million, or a loss of $.61 per
basic share, compared with a loss of $2.8 million, or a loss of
$.71 per basic share, for the fourth quarter of last year.
Adjusted EBITDA (adjusted Earnings Before Interest, Taxes,
Depreciation and Amortization) for the fourth quarter of 2020
amounted to a loss of $772,000, compared with an adjusted EBITDA
loss of $877,000 in the fourth quarter of 2019.
Management Comments
"OMNIQ closed the year with solid fourth quarter results, as
revenue grew 12% yoy to $13.0 million," said Shai Lustgarten, CEO
of OMNIQ. "For full year 2020, we reached revenue of $55.2 million
which represented a very slight decline due the pandemic, as
certain parking automation projects got temporarily postponed."
Mr. Lustgarten continued, "Now, in 2021, we are driving record
growth with 1) bringing on new AI-based projects from Homeland
Security – terror prevention, Smart City and Parking automation
projects 2) repeat sales to our Fortune 500 supply chain customers
which are growing in volume and 3) laying the groundwork to
cross-sell AI-based solutions to our supply chain customers. In Q1
2021, as projects have resumed, we have achieved a record $25
million in new orders, and 100% growth in AI based technology sales
orders."
Shai Lustgarten concluded: "With over $25M in new orders since
January 1st, 2021, and achieving over $55M in pandemic 2020 fiscal
year, we are confident that our strategy is a winning one and we're
looking forward for a great 2021. We would like to express our
thanks to our team for contributing to our success and to our loyal
shareholders for their support and we are committed to do our best
in 2021 and going forward."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/278165/000149315221007489/form10-k.htm
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
OPTIMIZED LEASING: Hearing on Plan Disclosures Continued to May 20
------------------------------------------------------------------
Judge A. Jay Cristol has entered an order that the hearings on the
Amended Disclosure Statement of Optimized Leasing, Inc., Maloney
Application, BMO Harris Application, Huntington Application, Wells
Fargo Application, Limited Objections, and Huntington Motion
currently scheduled for either April 6, 2021 at 2:30 p.m. or April
8, 2021 at 2:00 p.m. are CONTINUED AND RESCHEDULED to May 20, 2021
at 2:00 PM. The hearing will be conducted by telephone through
Court Solutions.
The Disclosure Objection Deadline is extended to May 13, 2021.
About Optimized Leasing
Optimized Leasing, Inc., a company headquartered in Miami, Fla., is
in the trucking business. The company utilizes its various
semi-trucks and trailers (some equipped with ThermoKing
refrigeration units) to transport flowers, fruits, vegetables, and
other perishable items throughout the U.S.
Optimized Leasing sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO
Ronen Koubi, the Debtor was estimated to have $10 million to $50
million in assets and liabilities.
Judge Jay A. Cristol oversees the case.
The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its
bankruptcy counsel; and Bill Maloney Consulting as its financial
advisor.
ORGANON & CO: Moody's Assigns Ba2 Rating to New Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the new senior note
offering of Organon & Co. including a Ba2 senior secured rating and
a B1 senior unsecured rating. There are no changes to Organon's
existing ratings including the Ba2 Corporate Family Rating, the
Ba2-PD Probability of Default Rating, the Ba2 senior secured credit
facility rating, and the SGL-2 Speculative Grade Liquidity Rating.
The outlook remains unchanged at stable.
Proceeds from the notes offering together with secured term loan
proceeds will be used to pay a $9.0 billion dividend to Merck &
Co., Inc. ("Merck"), related to Organon's spin-out from Merck, and
to provide initial cash on hand.
Ratings assigned:
1st Lien Senior secured notes, Ba2 (LGD3)
Senior unsecured notes, B1 (LGD6)
RATINGS RATIONALE
Organon's Ba2 Corporate Family Rating reflects its niche position
in the global pharmaceutical industry, offering women's health
products, biosimilars, and established off-patent products. The
established brands have good name recognition, marketed globally by
Merck & Co., Inc. or subsidiary Merck Sharp & Dohme Corp., prior to
the spin-out of Organon from Merck. Organon has good diversity at
the product and geographic level. Moody's anticipates solid cash
flow, and deleveraging consistent with management's long-term
debt/EBITDA target of 3.5x.
These strengths are offset by a weak organic growth outlook, owing
to the nature of established brands which face pricing and volume
pressure amid competition from generics. Financial leverage is
moderately high; Moody's estimates pro forma 2021 debt/EBITDA of
approximately 4.4x. Due to limited internal R&D, Organon is likely
to pursue business development, potentially involving debt
financing. In addition, Organon faces risks typical of spin-outs;
these include adherence to transition agreements with the former
parent, cost increases to fully build a sustainable infrastructure,
and establishing track record and credibility as an independent
company.
The senior secured notes are rated Ba2, the same as the Ba2
Corporate Family Rating and the senior secured credit facilities.
This reflects the large proportion of senior secured debt in
Organon's capital structure. The small proportion of unsecured
debt, which Moody's anticipates will be $1.5 billion, is not
substantial enough to notch the senior secured rating any higher
than the Corporate Family Rating based on Moody's Loss Given
Default Methodology. The senior unsecured notes are rated B1,
reflecting their junior position relative to material amounts of
secured debt. Both the secured and unsecured notes will become
direct obligations of the parent company, Organon & Co., following
various transactions related to the spin-off. Security for the
senior secured notes is the same as that for the senior secured
credit facilities. Both the secured and unsecured notes have
guarantees from the same subsidiaries guaranteeing the senior
secured credit facilities.
The outlook is stable, and reflects Moody's expectation for a
successful transition to a stand-alone company, stable operating
performance due to growth in women's health and biosimilars, and
debt/EBITDA sustained below 4.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include establishing a good
track record as an independent company, a successful transition
from Merck including adherence to separation agreements, and an
improvement in organic growth rates. Quantitatively, debt/EBITDA
sustained below 3.5x could lead to an upgrade.
Factors that could lead to a downgrade include a significant
contraction in growth due to pricing pressure or competition,
unforeseen execution problems in fully separating from Merck, or
substantial debt-financed acquisitions. Quantitatively, debt/EBITDA
sustained over 4.5x could lead to a downgrade.
Headquartered in Jersey City, New Jersey, Organon & Co., is a
global pharmaceutical company with expertise in women's health,
established brands and biosimilars. Pro forma revenues in 2020
totaled $6.6 billion.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
OUTFRONT MEDIA: Egan-Jones Lowers Senior Unsecured Ratings to CCC+
------------------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Outfront Media Inc. to CCC+ from B-. EJR also
downgraded the rating on commercial paper issued by the Company to
C from B.
Headquartered in New York, New York, Outfront Media Inc. leases
advertising space on out-of-home advertising structures and sites.
PEAKS FITNESS: Seeks to Hire Sacks Tierney as Legal Counsel
-----------------------------------------------------------
Peaks Fitness, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Sacks Tierney P.A. to handle
its Chapter 11 case.
The firm's normal rates range from $325 to $545 per hour for
partners, from $240 to $345 per hour for associates, and from $185
to $220 per hour for paralegal assistants.
Sacks Tierney will also be reimbursed for out-of-pocket expenses
incurred.
Randy Nussbaum, Esq., a partner at Sacks Tierney, 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.
Sacks Tierney can be reached at:
Randy Nussbaum, Esq.
Philip R. Rudd, Esq.
Sierra M. Minder, Esq.
Sacks Tierney P.A.
4250 N. Drinkwater Blvd., 4th Floor
Scottsdale, AZ 85251-3693
Tel: (480) 425-2600
Fax: (480) 970-4610
Email: Randy.Nussbaum@SacksTierney.com
Philip.Rudd@SacksTierney.com
Sierra.Minder@SacksTierney.com
About Peaks Fitness
Peaks Fitness, LLC, an Arizona-based health, wellness and fitness
company, sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Ariz. Case No. 21-01971) on March 19, 2021. In the
petition signed by Ross Suozzi, the managing member, the Debtor
disclosed $50,000 to $100,000 in assets and $1 million to $10
million in liabilities.
Judge Daniel P. Collins oversees the case.
Randy Nussbaum, Esq., at Sacks Tierney P.A. is the Debtor's legal
counsel.
PEBBLEBROOK HOTEL: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Pebblebrook Hotel Trust to BB- from BB.
Headquartered in Maryland, Pebblebrook Hotel Trust is an internally
managed hotel investment company that acquires and invests in hotel
properties located in large United States cities, with an emphasis
on major coastal markets.
RADIAN GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Radian Group Inc.
Headquartered in Philadelphia, Pennsylvania, Radian Group Inc.
provides financial guarantee insurance.
RADIO DESIGN: Unsecured Creditors Will be Paid in Full in 9.5 Years
-------------------------------------------------------------------
Radio Design Group, Inc., filed a Second Amended Disclosure
Statement.
Based on these new revenue sources, the Debtor believes it can fund
payment in full to all creditors over the nine and one-half years
of the Plan.
The Plan treats claims and interests in this manner:
* Class 1. JP Morgan Chase Bank, NA - Real Estate Loan. Based
on the Debtor's opinion of value, the claim of the Class 1 creditor
is fully secured and will be paid in full over seven and one-half
years at the fixed rate of 5.25%, through monthly payments as
follows: 6 monthly payments in the amount of $9,000, followed by 84
monthly payments in the amount of $27,010.59, commencing within30
days of the Effective Date.
* Class 2. JP Morgan Chase Bank, NA - Line of Credit. Based on
the Debtor's opinion of value, the claim of the Class 2 creditor is
fully secured and will be paid in full over seven and one-half six
years at the fixed rate of 5.25%, through monthly payments as
follows: 6 monthly payments in the amount of $3,500.00 followed by
84 monthly payments in the amount of $11,273.68, commencing within
30 days of the Effective Date.
* Class 3. U.S. Small Business Administration. The claim of the
Class 3 creditor shall be treated as fully secured and paid in full
no later than May 1, 2033, the original maturity date of the loan,
at the fixed rate of 2.107% per annum, through monthly payments as
follows: 6 monthly payments in the amount of $2,650.00 followed by
approximately136 monthly payments in the
amount of $12,362.65, commencing within 30 days of the Effective
Date.
* Class 4. Internal Revenue Service. The Class 4 secured claim
shall be paid in full within five years of the petition date, as
required by 11 U.S.C. Sec. 1129(a)(9)(C) at the fixed rate of 5.00%
per annum, through monthly payments as follows: 6 payments in the
amount of $1,500.00 followed by 36 payments in the amount of
$5,642.44 commencing within 30 days of the Effective Date.
* Class 5. Oregon Department of Revenue. within 30 days of the
Effective Date. In the event a balance remains on the Class 5
secured claim of less than $1,000, it will be paid in full within
30 days of the Effective Date. In the event a balance greater than
$1,000 remains on the Class 5 secured claim, it will be paid in
full over six months at the statutory rate of interest, through
monthly payments commencing within 30 days of the Effective Date.
* Class 6. Southern Oregon Regional Economic Development, Inc.
Based on the Debtor's opinion of value, the claim of the Class 6
creditor is fully secured and will be paid in full over seven and
one-half years at a fixed rate of 5.25% per annum through monthly
payments as follows: 6 payments in the amount of $700 followed by
84 payments in the amount of $2,200, commencing within 30 days of
the Effective Date.
* Class 7. Gold Hill Irrigation District. Based on the Debtor's
opinion of value, the claim of the Class 7 creditor is fully
secured and will be paid in full over seven and one-half years at a
fixed rate of 6.00% per annum through monthly payments as follows:
6 payments in the amount of $20.00 followed by 84 payments in the
amount of $48.99, commencing within 30 days of the Effective Date.
* Class 8. Jackson County Tax Collector. The claim of the Class
8 creditor shall be treated as fully secured and paid in full over
seven and one-half years at the fixed rate of 16.00% per annum,
through monthly payments as follows: 6 payments in the amount of
$6,000.00 followed by 84 payments in the amount of $9,537.43,
commencing within 30 days of the Effective Date.
* Class 9. General Unsecured Claims. The Debtor will pay the
Class 9 creditors in full over nine and one-half years, through
their pro-rata distributions of escalating monthly installments to
the Class 9 creditors commencing Jan. 15, 2022, of the Effective
Date. The monthly installments shall consist of 12 payments of
$2,500; 12 payments of $5,000; 12 payments of $7,500; 12 payments
of $25,000; 36 payments of $30,000; 12 payments of $445,000; 11
payments of $49,910.57; and one final payment of $49,910.58.
* Class 10. Interests of the Debtor. The Class 10 creditor is
the shareholder James Hendershot. The Class 10 creditor will
receive distributions during the course of the plan from the
Reorganized Debtor for personal income taxes which are incurred as
a result of the operation of the Debtor under the Plan, a
passthrough entity for tax purposes. In addition, the Class 10
creditor will receive payments on his priority wage claim through
the Plan in the amount of $58,133.95. The Class 10 creditor will
also retain his shares in the Reorganized Debtor.
Payments and distributions under the Plan will be funded by cash
flow from the continued operation of the business.
The Debtor's attorneys:
Loren S. Scott
SCOTT LAW GROUP LLP
PO Box 70422
Springfield, OR 97475
Telephone: 541-868-8005
Facsimile: 541-868-8004
E-mail: lscott@scott-law-group.com
A copy of the Second Amended Disclosure Statement is available at
https://bit.ly/31I4T75
from PacerMonitor.com.
About Radio Design Group
Radio Design Group, Inc., is a design and engineering firm based in
Grants Pass, Oregon. Since its incorporation in 1992, Radio Design
has grown from a small RF consulting company specializing in small
commercial markets to a vital contributor to unique and innovative
products that have advanced the state of technology in both the
commercial and defense-related markets.
Radio Design previously sought bankruptcy protection on July 24,
2014 (Bankr. D. Ore. Case No. 14-62732).
Radio Design sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. In the
petition signed by James Hendershot, president, the Debtor was
estimated to have $1 million to $10 million in assets and
liabilities of the same range. Judge Thomas M. Renn is assigned to
the case. The Debtor is represented by Loren S. Scott, Esq., at
The Scott Law Group.
RB ENTERPRISES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of RB Enterprises, LLC.
About RB Enterprises
RB Enterprises LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Alaska Case No. 21-00040) on March 1,
2021. Robert Gross, member and manager, signed the petition. In
the petition, the Debtor disclosed total assets of $400,500 and
total liabilities of $10,162,604. Judge Gary Spraker oversees the
case. Bush Kornfeld LLP serves as the Debtor's legal counsel.
RETIRED-N-FIT: Seeks to Hire Bielli & Klauder as Legal Counsel
--------------------------------------------------------------
Retired-N-Fit, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Bielli & Klauder, LLC as its
legal counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued operation of its business and management of its
properties;
b. assisting in taking all necessary action to protect and
preserve the Debtor's estates, including the prosecution of actions
on behalf of the Debtor, the defense of any actions commenced
against the Debtor, the
negotiation of disputes in which the Debtor is involved, and the
preparation of objections to claims filed against the Debtor's
estate;
c. preparing legal papers;
d. appearing before the court and representing the Debtor in
negotiations;
e. advising the Debtor concerning actions they might take to
collect and recovery property for the benefit of its estate;
f. advising the Debtor concerning the assumption, assignment
or rejection of its executory contracts and unexpired leases;
g. advising the Debtor in formulating and preparing a Chapter
11 plan and disclosure statement, and assisting the Debtor in
connection with the solicitation and confirmation processes; and
h. other legal services necessary to administer the Debtor's
Chapter 11 case.
Bielli & Klauder will be paid at these rates:
David M. Klauder (Member) $375 per hour
Associates $225 - $275 per hour
Paraprofessionals and Law Clerks $115 - $150 per hour
The firm received an initial retainer in the amount of $2,500.
Bielli & Klauder is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court papers
filed by the firm.
The firm can be reached through:
David M. Klauder, Esq.
Bielli & Klauder, LLC
1204 N. King Street
Wilmington, DE 19801
Phone: (302) 803-4600
Fax: (302) 397-2557
Email: dklauder@bk-legal.com
About Retired-N-Fit LLC
Retired-N-Fit, LLC -- http://www.beyondfiftyde.com/-- runs a
Delaware fitness studio for adults ages 50 and beyond.
Retired-N-Fit filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10561) on
March 12, 2021. The Debtor disclosed $50,000 to $100,000 in assets
and $100,000 to $500,0000 in liabilities at the time of the filing.
Bielli & Klauder, LLC serves as the Debtor's legal counsel.
ROTM LOFTS: Gets OK to Tap Boulos Company as Valuation Professional
-------------------------------------------------------------------
The ROTM Lofts, LLC received approval from the U.S. Bankruptcy
Court for the District of Maine to hire The Boulos Company as
valuation professional.
The Debtor needs the firm's valuation services for confirmation of
a Chapter 11 plan. The firm will be paid at these rates:
Senior Managing Directors (Partners) $250 per hour
Brokers and Associates $100 - $150 per hour
Paraprofessionals $75 - $100 per hour
Chris Paszyc, a partner and broker at Boulos, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Chris Paszyc
Boulos Company
1 Canal Plaza, Suite 500
Portland, ME 04101
Phone: (207) 553-1709.
About ROTM Lofts
The ROTM Lofts, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No.
20-20469) on Dec. 29, 2020. At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities. Andrew C. Helman, Esq., at Murray Plumb & Murray,
represents the Debtor as counsel.
RUSSO REAL ESTATE: Seeks to Hire Curnutt & Hafer as Special Counsel
-------------------------------------------------------------------
Russo Real Estate, LLC and DeRiso Development, LLC seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Curnutt & Hafer, LLP, as special counsel.
The firm will represent the Debtors in lawsuits stemming from
services performed for the Debtors during the construction,
development and maintenance of their properties.
The firm will be paid at these rates:
Partners $400 per hour
Associate Attorneys $275 per hour
Legal Assistants $100 per hour
As disclosed in court filings, Curnutt & Hafer is a disinterested
person as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Doug Hafer, Esq.
Curnutt & Hafer, LLP
301 W. Abram St.
Arlington, TX 76010
Phone: (817) 548-1000
Email: dhafer@curnutthafer.com
About Russo Real Estate and DeRiso Development
Russo Real Estate LLC, and DeRiso Development, LLC are Arlington,
Texas-based companies engaged in activities related to real
estate.
Russo Real Estate and DeRiso Development filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Lead Case No. 21-40220) on Feb. 1 2021. Robert C. Barton,
manager, signed the petitions.
At the time of filing, Russo Real Estate disclosed assets of
between $1 million and $10 million and liabilities of the same
range. DeRiso Development had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Hixson & Stringham, PLLC and Curnutt & Hafer, LLP serve as the
Debtors' bankruptcy counsel and special counsel, respectively.
SALON PROZ: Seeks to Hire Moore Taylor as Legal Counsel
-------------------------------------------------------
Salon Proz, LLC seeks approval from the U.S. Bankruptcy Court for
the District of South Carolina to hire Moore Taylor Law Firm, P.A.
to handle its Chapter 11 case.
Moore Taylor Law Firm will be paid at these rates:
Jane H. Downey, Esq. $420 per hour
Attorney $275 per hour
Assistants/Law Clerk $200 per hour
Jane Downey, Esq., a partner at the Moore Taylor 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.
Moore Taylor Law Firm may be reached at:
Jane H. Downey, Esq.
Moore Taylor Law Firm, PA
P.O. Box 5709
1700 Sunset Boulevard
West Columbia, SC 29171
Tel: (803) 454-1983
Fax: (803) 791-8410
Email: jane@mttlaw.com
About Salon Proz
Salon Proz, LLC, a Columbia, S.C.-based single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)), filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. S.C. Case No. 21-00820) on March 23, 2021. Yvonne
Jones, managing member and owner, signed the petition. At the time
of filing, the Debtor disclosed $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. Moore Taylor Law
Firm, PA represents the Debtor as legal counsel.
SANUWAVE HEALTH: Delays Filing of 2020 Annual Report
----------------------------------------------------
SANUWAVE Health, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the period ended Dec. 31, 2020.
The Company said the compilation, verification and review by
management of the information and disclosure required to be
presented in the Form 10-K requires additional time which renders
the timely filing of the Report impracticable without undue
hardship and expense to it. In accordance with Rule 12b-25
promulgated under the Securities Exchange Act of 1934, as amended,
the Company intends to file the Report on or prior to the 15th
calendar day following the prescribed due date.
The Company expects to report revenue for the year ended Dec. 31,
2020 of approximately $4.8 million compared to $1.029 million for
the year ended Dec. 31, 2019. The change is primarily due to the
acquisition of the UltraMIST assets of Celularity Inc. on Aug. 6,
2020. The Company is not able to provide a further estimate of
results at this time as it has not yet completed the reporting
process and review relating to the Company's financial statements.
The financial result for the year ended Dec. 30, 2020 reflects a
preliminary estimate of the Company's revenue and anticipated
change for the corresponding prior period as of the date of the
filing of the Form 12b-25. This estimate is subject to change upon
the completion of the reporting process and review of the Company's
financial statements, and actual results may vary significantly
from this estimate.
Meanwhile, the audit committee of the board of directors and
management of the Company concluded that its previously issued
unaudited condensed consolidated financial statements for the
quarter ended Sept. 30, 2020, should no longer be relied upon
because of an error in the Company's accounting relating to its
warrant derivative liability for such quarter. The Company will
file a Form 10-Q/A for the quarter ended Sept. 30, 2020 to correct
the error in the financial statements as soon as practicable.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shockwave
technology company initially focused on the development and
commercialization of patented noninvasive, biological response
activating devices for the repair and regeneration of skin,
musculoskeletal tissue and vascular structures. SANUWAVE's
portfolio of regenerative medicine products and product candidates
activate biologic signaling and angiogenic responses, producing new
vascularization and microcirculatory improvement, which helps
restore the body's normal healing processes and regeneration.
SANUWAVE applies its patented PACE technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its
lead product candidate for the global wound care market, dermaPACE,
is US FDA cleared for the treatment of Diabetic Foot Ulcers. The
device is also CE Marked throughout Europe and has device license
approval for the treatment of the skin and subcutaneous soft tissue
in Canada, South Korea, Australia and New Zealand. SANUWAVE
researches, designs, manufactures, markets and services its
products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved OssaTron
device, as well as stimulating bone and chronic tendonitis
regeneration in the musculoskeletal environment through the
utilization of its OssaTron, Evotron and orthoPACE devices in
Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$32.87 million in total assets, $33.74 million in total
liabilities, and a total stockholders' deficit of $873,002.
Marcum LLP, in New York, NY, the Company's auditor since 2018,
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.
SEANERGY MARITIME: Buys 15th Vessel, Gets Bank Commitment Letter
----------------------------------------------------------------
Seanergy Maritime Holdings Corp. has entered into a definitive
agreement with an unaffiliated third party to purchase a modern
Capesize vessel. Upon delivery of this acquisition, as well as the
previously announced vessel purchases, the size of the Company's
fleet will increase to 15 Capesize vessels with an aggregate cargo
capacity of approximately 2.65 million dwt.
The Vessel was built in 2012 at a reputable shipyard in Japan, has
a cargo-carrying capacity of approximately 181,300 deadweight tons
("dwt") and shall be renamed M/V Hellasship. The Vessel is
expected to be delivered towards the end of April 2021, subject to
the satisfaction of certain customary closing conditions. The
ballast water system installation of the Vessel was completed by
the current owner and, therefore, no additional costs are envisaged
for the Vessel to comply with the relevant regulations. The gross
purchase price of $28.6 million is expected to be funded with cash
at hand or by a combination of cash at hand and proceeds from new
loan facilities.
In addition, the Company received a commitment letter from a
European Bank for a $15.5 million loan facility secured by two of
its Capesize vessels, the M/V Goodship and the M/V Tradership. The
loan will have a tenor of four years from the drawdown date and
will bear interest at 4.0% plus LIBOR per annum. The loan remains
subject to customary conditions precedent and execution of
definitive documentation. Seanergy is also in advanced discussions
with leading financial institutions for further financing
transactions at competitive terms.
Stamatis Tsantanis, the Company's chairman & chief executive
officer, stated:
"We are pleased to announce the agreement to acquire our 15th
Capesize vessel, which will grow our fleet by 50% within the last 9
months. The planning of all our recent acquisitions has been
well-timed in light of significantly improved market conditions,
which attests to our position as a leading pure-play Capesize
company."
"Given the prompt delivery prospects, the Company is expected to
benefit from the rapidly increasing freight rates. The average of
the Baltic Capesize Index currently stands at about $19,000 per
day, while the Capesize forward freight contracts ("FFA") for the
second quarter and second half of 2021 are trading at above $22,000
per day on average. Based on these FFA rates, the incremental net
revenue from the four recently announced acquisitions may exceed
$21 million for the remainder of the year, based on their planned
delivery schedule."
"Moreover, the new debt financing with the competitive underlying
cost, will provide additional liquidity supporting our efforts to
successfully execute on our strategic goal of sustainable growth
and improved shareholder returns."
"The improved prospects of the Capesize market are expected to
continue for the coming years and based on our expanded fleet and
advantageous employment arrangements, we strongly believe that
Seanergy is very well-positioned to benefit from this trend."
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com-- is the only pure-play Capesize
ship-owner publicly listed in the US. Seanergy provides marine dry
bulk transportation services through a modern fleet of Capesize
vessels. Upon delivery of the new vessels, the Company's operating
fleet will consist of 14 Capesize vessels with an average age of 12
years and aggregate cargo carrying capacity of approximately
2,461,138 dwt. The Company is incorporated in the Marshall Islands
and has executive offices in Glyfada, Greece.
Seanergy Maritime reported a net loss of $18.35 million for the
year ended Dec. 31, 2020, compared to a net loss of $11.70 million
for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company
had $295.24 million in total assets, $199.55 million in total
liabilities, and $95.69 million in total stockholders' equity.
SEANERGY MARITIME: Incurs $18.3 Million Net Loss in 2020
--------------------------------------------------------
Seanergy Maritime Holdings Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 20-F disclosing a net
loss of $18.35 million on $63.34 million of net vessel revenue for
the year ended Dec. 31, 2020, compared to a net loss of $11.70
million on $86.50 million of net vessel revenue for the year ended
Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $295.24 million in total
assets, $199.55 million in total liabilities, and $95.69 million in
total stockholders' equity.
The Company's principal source of funds has been its operating cash
inflows, long-term borrowings from banks and Jelco, and equity
provided by the capital markets and Jelco. The Company's principal
use of funds has primarily been capital expenditures to establish
its fleet, maintain the quality of its dry bulk vessels, comply
with international shipping standards and environmental laws and
regulations, fund working capital requirements, and make principal
repayments and interest payments on its outstanding debt
obligations.
The Company's funding and treasury activities are conducted in
accordance to corporate policies to maximize investment returns
while maintaining appropriate liquidity for both its short- and
long-term needs. This includes arranging borrowing facilities on a
cost-effective basis. Cash and cash equivalents are held primarily
in U.S. dollars, with minimal amounts held in Euros.
As of Dec. 31, 2020, the Company had cash and cash equivalents of
$21.0, as compared to $13.7 million as of Dec. 31, 2019.
As of Dec. 31, 2020, the Company's had a working capital deficit of
$0.2 million as compared to a working capital deficit of $215.4
million as of Dec. 31, 2019.
As of Dec. 31, 2020, the Company had total indebtedness under its
credit facilities of $173.3 million, excluding unamortized
financing fees, as compared to $209.9 million as of Dec. 31, 2019.
In February 2021, the Company sold 44,150,000 common shares
pursuant to a registered direct offering at a price of $1.70 per
common share, in exchange for gross proceeds of $75.1 million, or
net proceeds of approximately $70.0 million.
The Company's commitments, as of Dec. 31, 2020, primarily relate to
debt and other financial liabilities and interest repayments of
$31.7 million under its credit facilities and convertible notes
issued to Jelco. The Company's cash flow projections indicate that
cash on hand and cash to be provided by operating activities will
be sufficient to cover the liquidity needs that become due in the
twelve-month period ending one year after the financial statements'
issuance. Additionally, subsequent to Dec. 31, 2020, the Company
entered into four separate agreements with unaffiliated third
parties for the purchase of four secondhand Capesize vessels, for a
combined gross purchase price of $100.6 million. The Company
expects to finance the vessel acquisitions with cash on hand and by
secured loan facilities from financial institutions. On March 26,
2021, the Company obtained a commitment letter from Aegean Baltic
Bank Α.Ε. for a $15.5 million senior amortizing loan facility for
the financing of the Goodship and the Tradership. The entering
into the facility agreement is subject to completion of definitive
documentation. Delivery of the vessels from their sellers are
expected to take place until the end of the second quarter of
2021.
A full-text copy of the Form 20-F is available for free at:
https://www.sec.gov/Archives/edgar/data/1448397/000114036121011092/brhc10022525_20-f.htm
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com-- is the only pure-play Capesize
ship-owner publicly listed in the US. Seanergy provides marine dry
bulk transportation services through a modern fleet of Capesize
vessels. Upon delivery of the new vessels, the Company's operating
fleet will consist of 14 Capesize vessels with an average age of 12
years and aggregate cargo carrying capacity of approximately
2,461,138 dwt. The Company is incorporated in the Marshall Islands
and has executive offices in Glyfada, Greece.
SEEDTREE MANAGEMENT: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------
Debtor: Seedtree Management Group, LLC
435 Oncrest Terrace
Cliffside Park, NJ 07010
Business Description: Seedtree Management Group, LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 5, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-12760
Debtor's Counsel: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
E-mail: ecfbkfilings@scuramealey.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leslie Boamah, as member.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/N3G3ACQ/Seedtree_Management_Group_LLC__njbke-21-12760__0001.0.pdf?mcid=tGE4TAMA
SHOPPINGTOWN MALL: Court Approves Disclosure Statement
------------------------------------------------------
Judge Carlota M. Bohm has entered an order approving the Fourth
Amended Disclosure Statement filed by Shoppingtown Mall NY LLC,
dated February 10, 2021.
On or before April 5, 2021, the Amended Disclosure Statement,
Amended Plan, Amended Plan Summary, a copy of this Order, and a
Ballot conforming to Official Form No. 14 shall be mailed by the
Plan Proponent to all creditors.
May 2, 2021, is the last day for:
* filing written ballots by creditors, either accepting or
rejecting the amended plan;
* filing and serving written objections to confirmation of the
amended plan.
May 12, 2021, is the last day for filing a complaint objecting to
discharge, if applicable.
On May 12, 2021, at 2:30 p.m., a ZOOM plan confirmation hearing for
the Amended Plan filed by the Debtor is scheduled via Zoom Video
Conference Application.
About Shoppingtown Mall NY
Shoppingtown Mall NY LLC owns and operates the shopping center
known as "Shoppingtown Mall" located at 3649 Erie Boulevard East,
Dewitt, NY 13214.
Shoppingtown Mall NY sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million, and liabilities of
between $10 million and $50 million. The case is assigned to Judge
Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel
and Broadway Realty as its real estate broker.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SINCLAIR BROADCAST: Egan-Jones Keeps B Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Sinclair Broadcast Group, Inc. EJR also maintained
its 'B' rating on commercial paper issued by the Company.
Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair
Broadcast Group, Inc. operates as a television broadcasting
company.
SOUTHWESTERN ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Southwestern Energy Company. EJR also maintained its
'B' rating on commercial paper issued by the Company.
Headquartered in Houston, Texas, Southwestern Energy Company is an
independent energy company.
SPLASH NEWS: Seeks to Hire Atkinson Law Associates as Local Counsel
-------------------------------------------------------------------
Splash News & Picture Agency, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Atkinson Law
Associates Ltd. as its local counsel.
The firm's services include:
a. advising the Debtor regarding its rights and obligations
and other matters of bankruptcy law, local rules and local
practice;
b. preparing pleadings and other documents, which may be
required in the Debtor's Chapter 11 proceeding; and
c. representing the Debtor at the meeting of creditors and
court hearings.
The firm will be paid at these rates:
Robert E. Atkinson, Esq. $550 per hour
Clarisse Crisostomo, Esq. $380 per hour
Paralegals $180 per hour
Atkinson Law Associates received a pre-bankruptcy security retainer
in the total amount of $11,988.
Atkinson Law Associates is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, according to
court papers filed by the firm.
The firm can be reached through:
Robert E. Atkinson, Esq.
Clarisse L. Crisostomo, Esq.
Atkinson Law Associates Ltd.
376 E. Warm Springs Rd Suite 130
Las Vegas, NV 89119
Tel: (702) 614-0600
Fax: (702) 614-0647
Email: robert@nv-lawfirm.com
About Splash News & Picture Agency
Splash News & Picture Agency, LLC is a privately held company in
the image licensing and stock photography business. It is a
wholly-owned subsidiary of Splash News and Picture Agency Holdings,
Inc.
Splash News & Picture Agency filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case
No. 21-11377) on March 23, 2021. Emma Curzon, president, signed
the petition. In the petition, the Debtor disclosed $706,911 in
assets and $2,803,140 in liabilities.
The Debtor tapped Husch Blackwell LLP as its bankruptcy counsel,
Atkinson Law Associates Ltd. as local counsel, and Pinsent Masons,
LLP as special counsel.
SPLASH NEWS: Seeks to Hire Husch Blackwell as Bankruptcy Counsel
----------------------------------------------------------------
Splash News & Picture Agency, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Husch
Blackwell, LLP as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor regarding its rights and obligations
and other matters of bankruptcy law;
b. preparing a plan of reorganization and other legal
documents;
c. representing the Debtor at the meeting of creditors and
court hearings;
d. representing the Debtor in adversary proceedings and other
contested bankruptcy matters; and
e. representing the Debtor in other matter that may arise in
connection with its Chapter 11 case.
The firm will be paid at these rates:
Partners $400 to $850
Associates, Of Counsel $225 to $525
Paralegals/Legal assistants $130 to $345
Document Clerks $65 to $135
Husch Blackwell is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, according to
court papers filed by the firm.
The firm can be reached through:
Michael D. Fielding, Esq.
Husch Blackwell LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112
Tel: 816-983-8000
Email: michael.fielding@huschblackwell.com
About Splash News & Picture Agency
Splash News & Picture Agency, LLC is a privately held company in
the image licensing and stock photography business. It is a
wholly-owned subsidiary of Splash News and Picture Agency Holdings,
Inc.
Splash News & Picture Agency filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case
No. 21-11377) on March 23, 2021. Emma Curzon, president, signed
the petition. In the petition, the Debtor disclosed $706,911 in
assets and $2,803,140 in liabilities.
The Debtor tapped Husch Blackwell LLP as its bankruptcy counsel,
Atkinson Law Associates Ltd. as local counsel, and Pinsent Masons,
LLP as special counsel.
SPLASH NEWS: Seeks to Hire Pinsent Masons as UK Counsel
-------------------------------------------------------
Splash News & Picture Agency, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Pinsent Masons,
LLP as its special counsel.
The Debtor needs the firm's legal assistance when it files a
proceeding in the United Kingdom that will recognize its Chapter 11
bankruptcy as foreign main proceeding.
The firm's hourly rates are as follows:
Partners GBP675
Associates, Of Counsel GBP600
Paralegals/Legal assistants GBP375
Steven Cottee, Esq., the firm's attorney who will be providing the
services, will be paid at the hourly rate of GBP675.
As disclosed in court filings, Pinsent Masons neither holds nor
represents any interests adverse to that of the estate or the
Debtor.
The firm can be reached through:
Steven James Cottee, Esq.
Pinsent Masons, LLP
30 Crown Place, Earl Street
London EC2A 4ES
Phone: +44 (0) 20 7418 7000
Fax: +44 (0) 20 7418 7050
About Splash News & Picture Agency
Splash News & Picture Agency, LLC is a privately held company in
the image licensing and stock photography business. It is a
wholly-owned subsidiary of Splash News and Picture Agency Holdings,
Inc.
Splash News & Picture Agency filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case
No. 21-11377) on March 23, 2021. Emma Curzon, president, signed
the petition. In the petition, the Debtor disclosed $706,911 in
assets and $2,803,140 in liabilities.
The Debtor tapped Husch Blackwell LLP as its bankruptcy counsel,
Atkinson Law Associates Ltd. as local counsel, and Pinsent Masons,
LLP as special counsel.
STAR PETROLEUM: Court Confirms 100% Plan
----------------------------------------
Judge Enrique S. Lamoutte has entered an order confirming the plan
filed by Star Petroleum Corp dated March 16, 2021.
The Court determined after hearing on notice that the requirements
for confirmation set forth in 11 U.S.C. Sec. 1129(a) [or, if
appropriate, 11 U.S.C. Sec. 1129(b), 1191(a), or 1191(b)] have been
satisfied.
As reported in the TCR, the Debtor filed a Plan that provides that
Class 6 Holders of Allowed General Unsecured Claims totaling
$102,859 will recover 100%. Holders of Allowed General Unsecured
Claims in excess of $3,000, including Banco Popular de Puerto Rico,
will be paid in full satisfaction of such claims 5% thereof,
through 60 equal consecutive monthly payments, without interest.
Holders of Allowed General Unsecured Claims for $3,000 or less will
be paid in full satisfaction of such claims 5% thereof on the
Effective Date.
A full-text copy of the Disclosure Statement dated March 18, 2020,
is available at https://tinyurl.com/ubmzjo2 from PacerMonitor.com
at no charge.
A full-text copy of the Supplement to the Disclosure Statement
dated July 1, 2020, is available at https://tinyurl.com/yaqmqbzf
from PacerMonitor.com at no charge.
About Star Petroleum
Star Petroleum, Corp., based in Toa Alta, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 20-00558) on Feb. 5, 2020. In the
petition signed by Sami Abraham, president, the Debtor disclosed
$6,782,500 in liabilities. CHARLES A. CUPRILL, PSC LAW OFFICES,
serves as bankruptcy counsel to the Debtor.
STERICYCLE INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on March 25, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Stericycle, Incorporated.
Headquartered in Bannockburn, Illinois, Stericycle, Incorporated,
provides regulated medical waste management services.
STUDIO MOVIE: Court Confirms Fourth Amended Plan
------------------------------------------------
The Court has entered an order approving and confirming the Plan of
Studio Movie Grill Holdings, LLC.
All objections to confirmation of the Plan are overruled on the
merits.
The terms of the Plan shall solely govern the classification of
Claims and Interests for purposes of the distributions to be made
thereunder.
Fourth Amended Plan
Studio Movie Grill Holdings, LLC and its jointly administered
Debtors filed a Fourth Amended Joint Plan of Reorganization.
All DIP Facility Claims shall be deemed to be Allowed Secured
Claims and Allowed superpriority Administrative Claims in the full
amount due and owing under the DIP Facility Loan Documents and the
DIP Orders as of the Effective Date.
If an Equitization Restructuring occurs, on the Effective Date,
except to the extent that a Holder of an Allowed DIP Facility Claim
agrees to a less favorable treatment, each Holder thereof or such
Holder's designees shall receive:
a. Its Pro Rata share (i.e., the proportion that such Allowed
DIP Facility Claim bears to the aggregate amount of all Allowed DIP
Facility Claims participating in the Exit Facility Refinancing
Loans (if any, and as determined by the Agent with, for the
avoidance of doubt, the consent of Crestline) plus all Allowed
Prepetition Lenders' Claims (if any, and as determined by the Agent
with, for the avoidance of doubt, the consent of Crestline)
participating in the Exit Facility Refinancing Loans) of the Exit
Facility Refinancing Loans on a dollar-for-dollar basis; plus
b. Thereafter, the applicable New Units designated to be
distributed to such Holder or its designees (as more fully set
forth in Article III.B – Class 2 of the Plan).
If an Asset Sale Restructuring occurs, on the Effective Date,
except to the extent that a Holder of an Allowed DIP Facility Claim
agrees to a less favorable treatment, each Holder thereof shall
receive indefeasible payment in full in Cash.
The Plan will treat claims as follows:
* Class 2 Prepetition Lenders' Claims. On the Effective Date,
each Holder of a Class 2 Claim shall receive if an Equitization
Restructuring occurs, its Pro Rata share (i.e., the proportion that
such Allowed Prepetition Lenders' Claim bears to the aggregate
amount of all Allowed Prepetition Lenders' Claims participating in
the Exit Facility Refinancing Loans (if any, and as determined by
the Agent with, for the avoidance of doubt, the consent of
Crestline) plus all Allowed DIP Facility Claims (if any, and as
determined by the Agent with, for the avoidance of doubt, the
consent of Crestline) participating in the Exit Facility
Refinancing Loans) of the Exit Facility Refinancing Loans on a
dollar-for-dollar basis, and thereafter, the applicable New Units
designated to be distributed to such Holder (which may be
distributed to the GS Designees or the Crestline Designees as
determined by such Holder); plus its Pro Rata share of the Agent
Panterra Assets; or if an Asset Sale Restructuring occurs, all Cash
of the Debtors other than the GUC Trust Assets and its Pro Rata
Share of the Agent Trust Assets and the Agent Trust Interests.
Class 2 is Impaired.
* Class 5 GUC (General Unsecured) Claims. Each Holder of GUC
Claims in an aggregate Allowed amount greater than $2,500 may
irrevocably elect on its Ballot to have such Claim irrevocably
reduced to $2,500 and treated as a Convenience Class Claim for the
purposes of the Plan rather than as a GUC Claim. For the avoidance
of doubt, Holders of Prepetition Lenders' Claims shall not be
entitled to any recovery from the GUC Trust Interests or the GUC
Trust Assets. Class 5 is impaired.
* Class 6 Convenience Class Claims. Each such Holder will
receive within thirty (30) days after the date such Claim is
Allowed payment in Cash in an amount equal to 10% of such Holder's
Allowed Convenience Class Claim, which shall be payable from the
GUC Trust Reserve. Class 6 is impaired.
* Class 7 Intercompany Claims. Intercompany Claims shall, at the
Agent's election, either be reinstated as of the Effective Date or
canceled in full as of the Effective Date. Class 7 either impaired
or unimpaired.
* Class 8 Subordinated Claims. Allowed Claims in Class 8 shall
receive no payment under the Plan. Class 8 is impaired.
* Class 9 SMG Holdings Interests. On the Effective Date, all
Interests in SMG Holdings shall be canceled in full as of the
Effective Date. Class 9 is impaired.
* Class 10 Other Debtor Interests. On the Effective Date,
Interests in the Other Debtors shall, at the Agent's election,
either be Reinstated as of the Effective Date or canceled in full
as of the Effective Date. Class 10 either impaired or unimpaired.
The GUC Trust shall be established for the administration of the
GUC Trust Assets as set forth in the Plan and GUC Trust Agreement.
The GUC Trust shall be created whether an Equitization
Restructuring occurs or an Asset Sale Restructuring occurs.
The GUC Trust shall be established for the distribution of GUC
Trust Assets, net of any GUC Trust Expenses, to Holders of Allowed
GUC Claims and Allowed Convenience Class Claims as set forth in the
Plan and for the reconciliation by the GUC Trustee of Claims and
Interests.
Sources of consideration for plan distributions are Exit Facility
and New Units.
"Exit Facility" means, in the event of an Equitization
Restructuring, a new $50,000,000 first priority senior secured term
loan credit facility as set forth in and consistent with and
subject to the terms and conditions of the Plan, the Exit Facility
Credit Agreement, and the other Exit Facility Loan Documents and
acceptable to the Agent.
"GUC Trust Assets" means (a) the Trust Reserve; (b) the Panterra
Claims; (c) 100% of net proceeds of the Panterra Claims recovered
by the GUC Trust up to $4,000,000.00; and (d) 50% of net proceeds
of the Panterra Claims recovered by the GUC Trust in excess of
$4,000,000.00.
Attorneys for the Debtors:
FRANK J. WRIGHT
JEFFERY M. VETETO
JAY A. FERGUSON
LAW OFFICES OF FRANK J. WRIGHT, PLLC
2323 Ross Ave. | Suite 730
Dallas, Texas 75201
Telephone: (214) 935.9100
Email: frank@fjwright.law
jeff@fjwright.law
jay@fjwright.law
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 20-32633) on Oct. 23,
2020. Studio Movie Grill was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Law Offices of Frank J. Wright, PLLC, is the Debtors' counsel.
Donlin Recano is the claims agent.
SUMMIT HOTEL: Egan-Jones Lowers Senior Unsecured Ratings to BB
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Summit Hotel Properties, Inc. to BB from BB+.
Headquartered in Austin, Texas, Summit Hotel Properties, Inc.
operates as a real estate investment trust.
TECT AEROSPACE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: TECT Aerospace Group Holdings, Inc.
300 W. Douglas
Suite 100
Wichita, KS 67202
Business Description: The Debtors are privately held companies
owned by Glass Holdings, LLC and related
Glass owned or Glass controlled
entities. The Debtors manufacture high
precision components and assemblies for
the aerospace industry, specializing in
complex structural and mechanical
assemblies, and, machined components for
a variety of aerospace applications.
The Debtors produce assemblies and parts
used in flight controls,
fuselage/interior structures, doors,
wings, landing gear, and cockpits.
Chapter 11 Petition Date: April 6, 2021
Court: United States Bankruptcy Court
District of Delaware
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
TECT Aerospace Group Holdings, Inc. (Lead Case) 21-10670
TECT Aerospace Kansas Holdings, LLC 21-10671
TECT Aerospace Holdings, LLC 21-10672
TECT Aerospace Wellington Inc. 21-10673
TECT Aerospace, LLC 21-10674
TECT Hypervelocity, Inc. 21-10675
Sun Country Holdings, LLC 21-10676
Debtors'
Counsel: Daniel J. DeFranceschi, Esq.
Paul N. Heath, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: defranceschi@rlf.com
heath@rlf.com
steele@rlf.com
Debtors'
Restructuring
Advisor: WINTER HARBOR, LLC
265 Franklin Street, 10th Floor
Boston, MA 02110
Debtors'
Investment
Banker: IMPERIAL CAPITAL, LLC
10100 Santa Monica Boulevard,
Suite 2400
Los Angeles, CA 90067
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: KURTZMAN CARSON CONSULTANTS LLC
222 N. Pacific Coast Highway
3rd Floor, El Segundo, CA 90245
Estimated Assets
(on a consolidated basis): $50 million to $100 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Shaun Martin, authorized person, chief
restructuring officer.
A copy of TECT Aerospace Holdings' petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WN6DDYI/TECT_Aerospace_Holdings_LLC__debke-21-10672__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. The Boeing Company Material $18,345,485
100 N. Riverside Plaza Advances/
Chicago, IL 60606 Trade
Edward J. Neveril
Email: edward.j.neveril@boeing.com
2. Spirit Aerosystems Inc. Material $4,181,184
3801 S Oliver Street Advances/
Wichita, KS 67210 Trade
Stuart Harrison
Tel: 316-526-3809
Fax: 866-526-8970
Email: stuart.harrison@spiritaero.com
3. All Metal Services Ltd Trade $1,009,528
1738 General George
Patton Drive
Brentwood, TN 37027
Eric Beard
Tel: 615-276-0400
Fax: 615-377-0103
Email: ebeard@amimetals.com
4. WM F Hurst Co LLC Trade $976,301
2121 Southwest Blvd
Wichita, KS 67213
Jason Mullen
Tel: 316-942-7474
Fax: 316-942-1539
Email: jmullen@wmhurst.com
5. Mecadaq Tarnos Lawsuit $911,341
Fleeson, Gooing, Coulson & Kitch LLC
301 N Main
Suite 1900
Wichita, KS 67202
David G. Seely
Tel: 316-267-7631
Fax: 316-267-1754
Email: dseely@fleeson.com
6. Universal Alloy Corporation Trade $818,004
180 Lamar Haley Parkway
Canton, GA 30114
Mike Colt
Tel: 770-479-7230
Fax: 770-720-7716
678-880-1476
Email: mike.colt@universalalloy.com
7. Kiser Manufacturing Co Inventory $507,808
601 E US Hwy 160
Argonia, KS 67004
Jerry Kiser & Bob Randall
Tel: 620-435-6981
Fax: 620-435-6900
Email: brandall@kisermfg.net
8. Spirit Aerosystems Processing Trade $447,002
3801 S Oliver Street
Wichita, KS 67210
Stuart Harrison
Tel: 316-526-3809
Fax: 866-526-8970
Email: stuart.harrison@spiritaero.com
9. Global Machine Works Inc. Trade $381,479
19130 59th Drive NE
Arlington, WA 98223
Brad Stuczynski
Tel: 360-403-8432
Fax: 360-435-6387
Email: brad@globalmachineworks.com
10. Hytek Finishes Co Trade $380,412
8127 S 216th Street
Kent, WA 98032-1996
Marty Dunn
Tel: 253-796-4523
Fax: 253-872-7214
Email: marty.dunn@hytekfinishes.com
11. Collins Aerospace Material $300,000
2901 Northern Cross Blvd Advances
Fort Worth, TX 76107
Kaitlin Lang
Tel: 704-423-7000
Fax: 704-423-7002
Email: kaitlin.lang@collins.com
12. Aluminum Precision Products Trade $293,419
3333 W Warner Ave
Santa Ana, CA 92704
Gregory Keeler
Tel: 714-427-3336
Fax: 714-540-8662
Email: garnedo@aluminumprecision.com;
app@aluminumprecision.com
13. Quality Stamping & Trade $158,190
Machining Inc
1907 137th Ave E
Sumner, WA 98390
Chuck Girtz
Tel: 253-863-5770
Fax: 253-863-0657;
320-589-3637
Email: chuck@qualstamp.com
14. Omega Precision Trade $139,369
7929 44th Ave W
Suite G
Mukilteo, WA 98275-2700
General Counsel
Tel: 973-256-3422
Fax: 973-256-6171
15. Honeycutt Manufacturing Trade $130,262
12402 Evergreen Drive
Mukilteo, WA 98275
Nick Honeycutt
Tel: 425-493-0525
Fax: 425-493-0527
Email: nick@honeycutt-mfg.com
16. Boeing Distribution Services Inc. Trade $115,550
10900 E 26th Street North
Wichita, KS 67226
Jerrad Brenzikofer
Tel: 316-630-4963
Fax: 316-630-4990
Email: jerrad.brenzikofer@boeingdistribution.com
17. Blackhawk Industrial Trade $110,952
1501 SW Expressway Drive
Broken Arrow, OK 74012
Karl Scott
Tel: 918-610-4617
Fax: 855-610-2001
Email: karl.scott@blackhawkid.com
18. Sunshine Metals Inc Trade $107,089
1228 Sherborn Street
Corona, CA 92879
Gage Piacone
Tel: 888-638-2514
714-441-8120
Fax: 714-773-9901
Email: sles@sunshinemetals.com
19. Dynomax Material $90,635
1535 Abbott Drive Advances
Wheeling, IL 60090
Marcy Peroo
Tel: 847-680-8833
Fax: 847-680-8838
Email: mperoo@dynomaxinc.com
20. Diversified Services Inc. Trade $82,712
27 Clark Ave
Wellington, KS 67152
Brook Gerten
Tel: 620-326-7655
Fax: 620-2448-316
316-262-2448
Email: bgerten@dsifinishing.com
21. Makino Inc. Trade $76,091
2333 S West Street
Suite 103
Wichita, Kansas 67213
Jeremy Seier
Tel: 316-295-7223; 513-573-7200
Fax: 513-573-7360
Email: jeremy.seier@makino.com
22. Service Steel Aerospace Trade $68,300
4609 70th Avenue E
Fife, WA 87424
Doug Nesbitt
Tel: 800-426-9794
Fax: 253-926-4660
Email: sales@ssa-corp.com
23. TW Metals Inc. Trade $66,930
1200 Blake Drive
Wichita, KS 67219
Torian Keen
Tel: 316-744-5011
Fax: 316-744-5001
Email: torian.keen@twmetals.com
24. Four State Industrial Supply Trade $61,054
1731 S Eisenhower CT
Wichita, KS 67209
Tim Rowold
Tel: 316-558-8225 X1401
Fax: 316-558-8449
Email: tim.rowold@fourstateind.com
25. Wesco Aircraft Trade $55,370
3851 N Webb Road
Wichita, KS 67226
Christina Kukuruda
Tel: 316-315-1200
Fax: 316-315-1298
Email: epgkssales@wescoair.com
26. Precision Coil Spring Trade $50,425
10107 Rose Avenue
El Monte, CA 91731
Robert Himrod
Tel: 626-666-0561
Fax: 626-444-3712
Email: pcs@pcspring.com
27. Kavlico Corporation/Sensata Trade $50,091
Technologies
529 Pleasant Street
Mail Station B-17
Attleboro, MA 02703
Cassandra Camacho
Tel: 508-236-2186
Fax: 508-236-1761
Email: ccamacho4@sensata.com
28. Niigata Machine Techno USA Inc. Trade $47,456
1501 Landmeier Rd
Elk Grove Village, IL 60007
Hans Retra
Tel: 630-283-5880
Fax: 630-283-5843
Email: info@niigatausa.com
29. Ingersoll Machine Trade $46,898
707 Fulton Avenue
Rockford, IL 61103
Chip Storie
Tel: 815-987-6017
Fax: 815-425-2568
Email: mac@ingersoll.com
30. National Precision Bearing Trade $45,278
8152-304th Ave SE
PO Box 5012
Preston, WA 98050-5012
Tom Koetje
Tel: 800-426-8038
Fax: 425-222-5950
Email: tom.joetje@nationalprecision.com;
sales@nationalprecision.com
TEGNA INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on March 24, 2021, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc. EJR also maintained its 'C' rating on
commercial paper issued by the Company.
Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital
media and marketing services company.
TENNECO INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2021, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Tenneco Incorporated. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in Lake Forest, Illinois, Tenneco Incorporated,
designs, manufactures, and markets emission control and ride
control products and systems for the automotive original equipment
market and the aftermarket.
TERRAFORM POWER: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of TerraForm Power
Operating LLC (Terraform Power or TPO) to negative from stable and
affirmed TPO's Ba3 corporate family rating, Ba3 senior unsecured
rating and Ba3-PD Probability of Default rating. TPO's speculative
grade liquidity rating is unchanged and remains SGL-2.
RATINGS RATIONALE
"Terraform Power's negative outlook reflects the company's
persistently weak financial ratios that have continued with the
recent release of its year-end 2020 audited financial statements"
said Natividad Martel, Vice President - Senior Analyst. "An
increase in project level debt by around $300 million to $4.9
billion, adjusted to reflect proportional consolidation, during
2020 offset any improvement in Terraform Power's EBITDA and
resulted in a ratio of debt to EBITDA of nearly 8.5x, adjusted to
reflect proportional consolidation, against our initial expectation
of 8.0x at year-end 2020" added Martel.
TPO has indicated that it remains in compliance with the financial
covenants under its revolving credit legal documentation although
it does not disclose its covenant calculation, that includes a
maximum leverage ratio of net debt to cash flow available to debt
service of 5.75x.
This is the third consecutive year in which the company failed to
meet Moody's expectation of a debt to EBITDA ratio below 8.0x that
Moody's had articulated when the company was upgraded to its
current Ba3 rating in 2018. The negative outlook reflects Moody's
view that this financial metric weakness is likely to continue and
potentially lead to a lower rating.
The affirmation of the Ba3 CFR considers TPO's diversified and
contracted cash flow which, along with current focus on organic
growth, costs savings and the amortizing profile of most of its
debt, could help reverse recent trends and gradually improve its
leverage ratios over time.
Moody's expectation of a more moderate growth strategy considers
last year's privatization of TPO's parent company, Terraform Power,
Inc. (TERP; unrated) when Brookfield Renewable Partners L.P.
("BEP"), Brookfield Renewable Corporation ("Brookfield Renewable
Corporation" or "BEPC") and affiliates became the shareholders of
TERP. Still, the negative outlook considers that TPO's credit
metrics will likely remain weak for the rating over the next twelve
months in the absence of any initiative to further strengthen the
balance sheet.
Liquidity
TPO's SGL-2 speculative grade liquidity rating reflects good
liquidity. The SGL-2 considers TPO's $800 million secured revolving
credit facility, scheduled to mature in October 2024, that remained
largely available at year-end 2020. TPO had no borrowings under the
facility and the outstanding letters of credit approximated $125
million at the end of 2020. The SGL-2 also assumes that TPO's
moderate, organic growth strategy will further enhance its
liquidity profile such that it will be able to meet its capital
requirements, including interest of around $90 million, solely with
dividend distributions received from its projects after their debt
service.
TPO has indicated that it remains in compliance with the financial
covenants under its revolving credit legal documentation although
it does not disclose its covenant calculation, that includes a
maximum leverage ratio of net debt to cash flow available to debt
service of 5.5x. The SGL-2 also considers that TPO could obtain
additional liquidity, if necessary, from the sale of its assets.
TPO's next maturity consists of its $500 million Notes due in
2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
TPO's ratings could experience positive momentum if its
consolidated debt to EBITDA falls below 7.0x, on a sustainable
basis.
Factors that could lead to a downgrade
A downgrade is likely if TPO's credit metrics remain weak for the
rating, including a ratio of consolidated debt to EBITDA that
continues to exceed 8x in 2021. TPO's ratings could also be lowered
if, against our expectations, its new ownership structure results
in an aggressive growth strategy or cash distribution policy that
is detrimental to TPO's credit quality.
Affirmations:
Issuer: TerraForm Power Operating LLC
Probability of Default Rating, Affirmed Ba3-PD
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4)
Outlook Actions:
Issuer: TerraForm Power Operating LLC
Outlook, Changed To Negative From Stable
TITAN INTERNATIONAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC-
-------------------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Titan International, Inc. to CCC- from CC. EJR also maintained
its 'C' rating on commercial paper issued by the Company.
Headquartered in Quincy, Illinois, Titan International, Inc.
manufactures mounted tire and wheel systems for off-highway
equipment used in agriculture, construction, mining, military,
recreation, and grounds care.
TRIANGLE FLOWERS: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Triangle Flowers of
Distinction, Inc. to use cash collateral on an interim basis, in
accordance with the budget.
The Debtor and First First National Bank of Pennsylvania have
agreed upon the terms of the Debtor's use of cash collateral.
The Debtor and FNB are parties to:
(1) a Loan Agreement, dated November 22, 2013, executed by and
between the Debtor and Capstone Bank (predecessor in interest to
FNB);
(2) a Promissory Note issued by the Debtor, dated November 22,
2013, in the original principal amount of $460,000;
(3) a Security Agreement, dated November 22, 2013;
(4) a Loan Agreement, dated July 19, 2016, executed by and
between the Debtor and Yadkin Bank (predecessor in interest to
FNB);
(5) a Promissory Note issued by the Debtor dated as of July
19, 2016 in the original principal amount of $85,200; and
(6) a Security Agreement, dated July 19, 2016.
As security for the indebtedness under the Loan Documents, the
Debtor entered into a Security Agreement granting FNB a first
priority lien and security interest in all of Debtor's personal
property, including: "All equipment, inventory, accounts,
instruments and chattel paper whether now owned or hereafter
acquired together with all replacements, accessories, proceeds and
products."
Upon information and belief, the Debtor believes FNB's lien on the
Collateral is duly perfected by the filing of a financing statement
on or about February 13, 2020 as required by law.
Pinnacle Bank and Triangle are parties to a TFOD and FNB are also
parties to a certain Note dated as of April 29, 2020, by and
between Triangle Flowers of Distinction and Pinnacle Bank in the
principal amount of $17,737.50. The loan was issued under the
federal Paycheck Protection Program.
Under the terms of the Paycheck Protection Program, borrowers are
entitled to loan forgiveness if certain criteria are met. The
Debtor is confident that they will receive forgiveness and owe
nothing to Pinnacle.
Pinnacle asserts it had a right of setoff against the Debtor's bank
account at the time the petition was filed that constitutes an
interest in cash collateral.
The Debtor asserts that the terms and condition of the Order appear
to provide adequate protection of the interests of FNB and Pinnacle
in the Debtor's use of cash collateral. FNB retains all rights with
respect to adequate protection, including a right to seek further
relief.
FNB and Pinnacle will have continuing post-petition liens on the
Collateral to the same extent and with the same priority as the
Court determines existed immediately prior to the filing of the
Debtor's petition pursuant to 11 U.S.C. section 552(b)(1), and the
proceeds thereof, whether acquired pre-petition or post-petition.
The validity, enforceability, and perfection of the aforesaid
post-petition liens on the Post-petition Collateral shall not
depend upon filing, recordation, or any other act required under
applicable state or federal law, rule, or regulation.
The Debtor was prohibited from using cash collateral except to pay
its ordinary, necessary and reasonable post-petition operating and
administrative expenses necessary for the administration of this
estate, including reasonable attorneys' fees and trustee's fees as
approved by the Court.
The approved March 2021 Budget provided for total expenses in the
amount of $39,794.
The Debtor will pay as adequate protection to FNB the sum of $1,750
per month. Adequate protection payments will be made on or before
the 10th of each month for the payment of adequate protection for
the preceding month.
The Court's Order will remain in full force and effect until the
earlier of:
(a) entry of an Order by the Court modifying the terms of the
use of cash collateral or the adequate protection provided to FNB;
(b) entry of an order by the Court terminating the Order for
cause, including but not limited to breach of its terms and
conditions; or
(c) upon filing of a notice of default.
These constitute events of default:
(a) If the Debtor fails to make the adequate protection
payments;
(b) If the Debtor fails to comply with any of the terms and
conditions of the Court's Order;
(c) If the Debtor uses cash collateral in a manner other than
as agreed in the Order; or
(d) Conversion of the case to a proceeding under Chapter 7 of
the Bankruptcy Code.
A further hearing on the Debtor's cash collateral motion is
scheduled for April 18, 2021 at 10:30 a.m.
A copy of the order is available for free at https://bit.ly/31OPYIr
from PacerMonitor.com.
About Triangle Flowers
Based in Raleigh, North Carolina, Triangle Flowers of Distinction,
Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.C. Case No. 20-02098) on May 29, 2020, listing under
$1 million in both assets and liabilities.
Judge Stephani W. Humrickhouse oversees the case.
The Debtor is represented by James C. White, Esq. at J.C. White Law
Group, PLLC. Rich Commercial Realty, LLC, is the broker.
UNIQUE CASEWORK: Has Deal on Interim Cash Collateral Access
-----------------------------------------------------------
Unique Casework Installations, Inc. asks the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, for entry
of an agreed order authorizing the use of cash collateral.
The Debtor requires immediate use of cash collateral to continue
operation of its business.
The Illinois Department of Employment Security claimed, and the
Debtor acknowledged, that the IDES has a valid lien upon property
of the Debtor existing as of the bankruptcy filing date, including
accounts receivable, inventory and cash proceeds thereof.
The IDES has indicated a willingness to consent to the Debtor's use
of cash collateral provided the Internal Revenue Service is granted
adequate protection pursuant to 11 U.S.C. section 361 (e).
The IDES has a Secured claim in the amount of $195,096.33.
The Debtor and the IDES have agreed that the debtor will pay
$325.16 commencing upon entry of the order and continuing on the
first day of each month thereafter until confirmation.
The lien granted to the Service will be valid and perfected, and
enforceable without further action by the Debtor or the Service.
A telephonic hearing on the matter is scheduled for April 13, 2021
at 10 A.M.
A copy of the motion is available for free at
https://bit.ly/3unIYyt from PacerMonitor.com.
About Unique Casework Installations, Inc.
Unique Casework Installations, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 20-22262) on Dec. 31, 2020. Unique Casework
President Patricia Davis signed the petition. At the time of
filing, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Jacqueline P. Cox oversees the case.
William E. Jamison, Jr., Esq., serves as the Debtor's legal
counsel.
VIENTO WINES: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has authorized
Viento Wines, Inc. to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance.
The Debtor requires the immediate use of Cash Collateral to
minimize disruption to and avoid termination of its operations, and
thereby avoid immediate and irreparable harm to its business
pending a final hearing pursuant to Bankruptcy Rules 4001(b)(2).
First Interstate Bank has a loan outstanding to the Debtor in the
original principal amount of $742,500 pursuant to a Business Loan
Agreement dated January 7, 2011 and Construction Loan Agreement
dated January 7, 2011 evidenced by a promissory note in the
original principal amount of the 10237 Loan executed by the Debtor
in favor of CenterPointe Community Bank.
FIB has an additional loan outstanding to the Debtor in the
original principal amount of $350,000 pursuant to a Business Loan
Agreement dated July 16, 2013 and Commercial Construction Loan
Agreement dated July 16, 2013. The 1043000 Loan is also evidenced
by a promissory note in the original principal amount $350,000
executed by the Debtor in favor of CenterPointe.
CenterPointe later merged into Inland Northwest Bank, which
thereafter merged into FIB.
On April 15, 2019, the parties entered into a Forbearance Agreement
dated April 15, 2019. Under the Forbearance Agreement, the Debtor
caused additional real estate collateral to be pledged to secure
the obligations of the Debtor under the 1043000 Loan Documents and
the 10237 Loan Documents.
Pursuant to the Court's order, the Debtor is authorized to use cash
collateral to pay for operating expenses and costs of
administration incurred by the Debtor from April 2, 2021 to until
the earliest to occur of (a) the date that the Order ceases to be
in full force and effect, or (b) the occurrence of a "Termination
Event."
These events constitute a Termination Event:
a. the Debtor will fail to deposit on a weekly basis all cash
receipts and collections from whatever source in its post-petition
debtor-in-possession account(s) or such other accounts as approved
by the Court;
b. except as permitted by any order of the Court and included
in the Budget, the Debtor will make any payment in respect of a
prepetition claim;
c. the Debtor's chapter 11 case will be dismissed or converted
to a case under chapter 7 of the Bankruptcy Code;
d. the Debtor (i) fails to maintain, insurance in such amounts
and against the risks as are customarily maintained by companies of
established repute engaged in the same or similar businesses
operating in the same or similar locations and all insurance
required to be maintained pursuant to the Loan Documents, not
otherwise furnished by the Co-Obligors Richard & Robin Cushman, or
(ii) fails to furnish to FIB, upon reasonable request, information
in reasonable detail as to the insurance so maintained; or
e. the Debtor fails to comply with any of the terms or
conditions of the Order;
provided, however, that FIB may waive, in writing, any Termination
Event.
As adequate protection, FIB is granted a first priority
post-petition security interest and lien in, to and against all of
the Debtor's assets, to the same priority, validity and extent that
FIB held a properly perfected pre-petition security interest in
such assets, which are or have been acquired, generated or received
by the Debtor subsequent to the Petition Date, as well as in all
presently owned and hereafter acquired property which is not
subject to a prior perfected and enforceable pre-petition lien or
security interest, but excluding any claims or recoveries by or on
behalf of the Debtor, its estate or any trustee appointed arising
under sections 544 through 550, inclusive, of the Bankruptcy Code.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A final hearing on the Debtor's use of Cash Collateral is scheduled
for April 15 at 10:30 a.m.
A copy of the order is available at https://bit.ly/3fEzvyJ from
PacerMonitor.com.
About Viento Wines, Inc.
Viento Wines Inc. -- http://vientowines.com/-- is a winemaker
offering Gorge wines ranging from Sparkling, White, Rose, Red &
Dessert wine. Viento Wines sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 21-30690) on
March 29, 2021. In the petition signed by Richard Cushman,
president, the Debtor disclosed $679,176 in assets and $1,272,818
in liabilities.
Judge Trish M. Brown oversees the case.
Michael D. O'Brien, Esq. at Michael D. O'Brien & Associates, P.C.
is the Debtor's counsel.
WC 8120 RESEARCH: Unsecured Creditors Will Recover 100% Under Plan
------------------------------------------------------------------
WC 8120 Research, LP, filed a Second Amended Chapter 11 Plan and a
corresponding Disclosure Statement.
The Debtor has been and is currently seeking to obtain replacement
financing in an amount sufficient to satisfy all Allowed Claims in
this Bankruptcy Case. Based on a recent appraisal of the Property
obtained by the Debtor, the value of the Property exceeds the debt
secured by liens on the Property by over $5 million—more than
twice the amount of all such debt, Accordingly, the Debtor believes
that it should be able to secure replacement financing for its
current secured debt and, therefore, has focused its efforts on
doing so. If the Debtor has not identified replacement financing
for its secured debt no later than July 1, 2021, the Debtor will
then commence a simultaneous sales process.
As reflected in the Debtor's latest monthly operating report filed
on Feb. 22, 2021, the Debtor currently holds cash of approximately
$109,069. The total gross monthly rents being received by the
Debtor in the post-petition period has been approximately $30,000
per month. The Debtor expects rent collections to continue at
approximately $31,000 per month. In addition, on the Petition
Date, the Debtor's books and records reflected an outstanding
account receivable for unpaid tenant rents in the amount of
$142,874. The Debtor learned after the Petition Date that $70,639
of that account receivable was collected by BancorpSouth
pre-petition.
Class 4 Allowed Unsecured Claims totaling $74,967 will recover 100%
of their claims. Each holder of an Allowed Unsecured Claim shall
receive payment in full of the allowed amount of each holder's
claim, to be paid on the later of (i) 30 days after the Effective
Date or (ii) 10 days after such Claim becomes an Allowed Claim.
All consideration necessary for the payment or tender of
Distributions under the Plan will be derived from (i) Cash on hand
on the Effective Date, (ii) income generated by the Reorganized
Debtor from operations, and (iii) the proceeds from any sale or
refinancing of the Property.
Counsel for the Debtor:
Mark H. Ralston
Fishman Jackson Ronquillo PLLC
Three Galleria Tower
13155 Noel Road, Suite 700
Dallas, TX 75240
Telephone: (972) 419-5544
Facsimile: (972) 4419-5500
E-mail: mralston@fjrpllc.com
A copy of the Second Amended Disclosure Statement dated March 31,
2021, is available at https://bit.ly/3wyvcem from
PacerMonitor.com.
About WC 8120 Research LP
WC 8120 Research LP is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)) based in Austin, Texas.
WC 8120 Research sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11106) on Oct. 6,
2020. The petition was signed by Natin Paul, manager of general
partner. At the time of the filing, the Debtor had estimated
assets of between $10 million and $50 million and liabilities of
between $1 million and $10 million. Fishman Jackson Ronquillo PLLC
is the Debtor's legal counsel.
WEINSTEIN CO: Owner Asks for New Trial Due to Irrelevant Evidences
------------------------------------------------------------------
Law360 reports that disgraced movie mogul and convicted rapist
Harvey Weinstein asked a New York state appeals court for a new
trial Monday, April 5, 2021, arguing his conviction was tainted by
irrelevant sexual misconduct allegations by other women and a
biased juror who should've been dismissed.
Weinstein, 69, said in a 166-page brief that testimony from three
women who accused him of assault in incidents that didn't result in
charges placed his character, not his conduct, on trial, arguing
the "carnival-like" proceeding was riddled with errors that
poisoned the jury against him. He also asked for a reduction in his
23-year sentence, saying it was too harsh.
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
Richards, Layton & Finger, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
The Debtors also tapped FTI Consulting, Inc., as restructuring
advisor; Moelis & Company LLC as investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
The official committee of unsecured creditors retained Pachulski
Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley
Research Group, LLC, as its financial advisor.
WINSTEAD'S COMPANY: CBT Objections Resolved; Court Confirms Plan
----------------------------------------------------------------
Judge Robert D. Berger has entered an order confirming the First
Amended Combined Plan and Disclosure Statement of Winstead's
Company dated February 22, 2021.
The Debtor filed a Motion for Leave to Retroactively Amend Petition
to Elect Subchapter V and an Order was entered on Jan. 22, 2021,
and the Debtor was granted leave to proceed prospectively under
Subchapter V effective on the election date of Nov. 20, 2020.
The Debtor's representative testified or a proffer was made and
provided testimony regarding the Chapter 11 Plan. The Court thus
finds, with respect to the Plan, that the applicable provisions of
11 U.S.C. Sec. 1191 and 1129 have been met.
Citizens Bank & Trust ("CBT") filed a Response to Debtor's
Disclosure Statement and Plan. The Plan shall be further amended
and the treatment of the secured claim of CBT shall be as follows:
a. Payment Terms.
(i) Indebtedness. As of January 14, 2021, the balance owed
to Citizens Bank & Trust Company ("CBT") is $440,539 plus any
interest and other costs and expenses allowed under the Loan
Documents accruing after March 16, 2021, less any payments received
by CBT from the Debtor or its Co-Obligors after March 16, 2021 (the
"CBT Claim"). The CBT Claim is deemed allowed and fully secured
under 11 U.S.C. Sec. 506(b). CBT will be paid in full with interest
at the rate of 6.75% per annum.
(ii) Monthly Plan Payments. Debtor shall continue to make a
$5,000 adequate protection payment through March 30, 2020.
Beginning on April 1, 2021, the Debtor shall make a regular monthly
payment of $8,858 until the CBT Claim is paid in full.
b. Incorporation of Loan Documents and Lien Retention
(i) Incorporation of Loan Documents. Except as specifically
modified by the Plan, the terms and conditions of loan documents by
and between Debtor, CBT or any other guarantor/co-obligor with
respect to the Indebtedness (the "Loan Documents") are hereby
incorporated by reference into the Plan. References to CBT shall
also include its successors and assigns.
(ii) Lien Retention. CBT shall retain its lien on any property
that secured the Indebtedness as of the Petition Date or any
property subsequently acquired in which CBT has a lien by virtue of
the Loan Documents and/or Cash Collateral Orders entered by the
Court, including, without limitation, the Debtor's inventory,
accounts, equipment and proceeds thereof (the "Collateral") until
the Indebtedness has been paid in full, at which time the lien
shall be forthwith released. Further, the Indebtedness will
continue to be secured by property owned by non-debtor
third parties.
c. Releases, Waivers, and Guarantors/Co-Obligors.
(i) Release/ Waiver. Debtor hereby releases and forever
discharges CBT and its agents, directors, officers, employees,
affiliates, participants, attorneys, successors and assigns from
any and all claims, demands, damages, costs, expenses, liabilities,
actions, rights and causes of action of whatever kind and nature
whether known or unknown, which arise out of or are in any way
related to or connected with the Loan Documents and all other
matters and events in any way related to the relationship between
CBT and the Debtor arising prior to the entry of the Confirmation
Order. Debtor acknowledges and agrees that there are no defenses,
setoffs or counterclaims of any kind in Debtor's favor to payment
of its obligations to CBT or with respect to CBT's liens and
security interests. To the extent that any such defenses, setoffs
or counterclaims now exist, upon entry of the Confirmation Order,
such defenses, setoffs, and counterclaims shall be deemed waived
and released by the Debtor.
d. Other Conditions.
(i) Notices of Claims and Litigation. Debtor shall promptly
inform CBT In writing of all existing and all threatened
litigation, claims, investigations, administrative proceedings or
similar actions affecting Debtor which could reasonably materially
affect the financial condition of Debtor.
(ii) Interim Financial Statements. As soon as available, but in
no event later than 30 days after the end of each month, Debtor
shall provide CBT with its balance sheet, profit and loss
statement, accounts receivable aging, borrowing base certificate,
and report of all Collateral sales and purchases for the period
ended, prepared by Debtor.
e. Default and Remedies.
(i) Events of Default. The following constitutes a default
under the Plan with respect to CBT:
(a) Violation of Plan provisions, including failure to
timely make Plan payments;
(b) An event of default occurs under the forbearance
agreements referred to in paragraph 13(c)(ii);
(c) In event of default occurs under the Loan Documents,
except those specific defaults existing upon the Confirmation
Date.
(ii) Remedies. If a Default occurs, CBT shall provide notice of
such default to Debtor and the Co-Obligors. If Debtor and/or the
Co-Obligors fails to cure the noticed Default(s) within ten (10)
days of the receipt of the Default notice, then CBT may (a) pursue
its rights and remedies under the Bankruptcy Code, including, but
not limited to 11 U.S.C. § 1112, and/or (b), without further leave
from the Bankruptcy Court, pursue its rights and remedies under
non-bankruptcy law, including (without limitation) its rights and
remedies under the Loan Documents.
Attorneys for Debtor:
Colin N. Gotham, KS #19538; MO#52343
Evans & Mullinix, P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
(913) 962-8700; (913) 962-8701 (Fax)
cgotham@emlawkc.com
About Winstead's Company
Winstead's Company operates three Winstead's Restaurants located at
(i)101 Emanuel Cleaver II Blvd., Kansas City, Mo.; (ii) 10711 Roe,
Overland Park, Kansas; and (iii) 4971 W. 135th St., Leawood,
Kansas.
Winstead's Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No.
20-20288) on Feb. 24, 2020, listing under $1 million in both
assets
and liabilities. Judge Robert D. Berger oversees the case. Colin
Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's legal
counsel.
Citizens Bank & Trust Company, as the lender, is represented by:
Eric L. Johnson, Esq.
SPENCER FANE LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106-2140
Telephone: 816-474-8100
Facsimile: 816-474-3216
E-mail: ejohnson@spencerfane.com
WIRTA HOTELS: Wins Cash Collateral Access Thru July 16
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Wirta Hotels 3, LLC and affiliates to use cash
collateral on an interim basis through July 16, 2021.
The Debtors require the use of cash collateral in which Wilmington
Trust, National Association -- as Trustee, on Behalf of the
Registered Holders of Citigroup Commercial Mortgage Trust 2017-C4,
Commercial Mortgage Pass-Through Certificates, Series 2017-C4 --
and any other creditor may claim an interest (whether valid or
not), subject to and in accordance with the terms set forth in the
Final Order (I) Authorizing Use of Cash Collateral and (II)
Granting Related Relief.
The Court finds that entry of the Order is in the best interests of
the Debtors' creditors and their estates because its
implementation, among other things, will allow the Debtors to
remain in business while pursuing confirmation of the Plan by
providing the working capital necessary to sustain ongoing
operations and to fund the expenses of the Chapter 11 cases.
The Debtors are authorized to use Cash Collateral to fund the
reasonable, necessary, and ordinary costs and expenses of their
business in accordance with the terms of the Order and the Budget;
provided that, with respect to the Budget, the Debtors will not
permit total outflows to exceed 115% of the cumulative amount for
any four-week period starting as of the date of the Order without
providing Wilmington at least two business days' notice to object;
provided further that, if Wilmington objects, the Debtors may seek,
on an expedited basis, a hearing before the Court for additional
relief.
All post-petition fees owed by the Debtors to Holiday Hospitality
Franchising, LLC pursuant to the Holiday Inn Express & Suites Hotel
Relicensing Agreement dated March 29, 2020, between HHF, as
licensor, and Wirta Hotels 3, LLC, as licensee, will be paid in
full on a monthly basis and in the ordinary course, and will not be
limited by the Budget. The Debtors will provide a monthly report to
Wilmington and the U.S. Trustee no later than the 10th day of each
month (or the next business day, if applicable), for the preceding
month, commencing with a report no later than April 10 for cash
collateral expenditures in March 2021. The reporting will be on a
cash basis, will include projected cash balances and cash revenues,
and will track the actual expenditures compared to the line items
in the Budget. The Debtors will also provide an updated Budget to
Wilmington and the U.S. Trustee no later than the 10th day of each
month.
The Debtors are authorized to use Cash Collateral to pay: (a) the
unpaid fees due and payable to the Clerk of the Court pursuant to
28 U.S.C. section 1930; (b) any other costs, fees, and expenses
imposed by this Court (or by law) in connection with these chapter
11 cases; and (c) contributions to the Professional Fund in the
amount of $25,000 per month for April, May, and June 2021. The
Professional Fund is approved and shall be held on deposit and
maintained in a trust account at Foster Garvey, counsel for the
Debtors, pending further orders of the Court following notice and
hearing which authorize FG to disburse such funds to professionals.
To the extent amounts deposited into the Professional Fund exceed
the allowed fees and costs of such professionals, such excess funds
shall remain subject to the rights of Wilmington.
As adequate protection, Wilmington is granted Adequate Protection
Liens, which will have the same extent, priority, validity, and
status as Wilmington's prepetition liens, and which are binding and
perfected automatically upon the entry of the Order; provided,
however, that the Adequate Protection Liens will at all times be
subject to a carve-out for the payment of professional fees and
expenses allowed under either Bankruptcy Code section 330 or 331
with respect to (i) any amounts obtained from the Debtors by the
professionals employed by the estates prepetition and (ii) the
amounts attributable to or otherwise contributed to the
Professional Fund.
A hearing to consider further authorized use of Cash Collateral is
set for July 15 at 10 a.m.
A copy of the order is available for free at https://bit.ly/3wjyZfe
from PacerMonitor.com.
About Wirta Hotels
Wirta Hotels 3, LLC and Wirta 3, LLC own and operate the Holiday
Inn Express & Suites in Sequim, Washington. They own the real
property (1141 East Washington Street) upon which the hotel is
situated. Bret Wirta and Patricia Wirta, husband and wife, own
100% of Wirta.
On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11
petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time
of filing, Wirta Hotels disclosed $2,365,830 in assets and
$2,805,775 in total liabilities while Wirta 3 disclosed
$13,214,141
in assets and $7,017,530 in liabilities.
Judge Marc Barreca oversees the cases.
Foster Garvey, PC is the Debtor's legal counsel.
WORKDAY INC: Egan-Jones Keeps B Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on March 26, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Workday, Incorporated. EJR also maintained its 'B'
rating on commercial paper issued by the Company.
Headquartered in Pleasanton, California, Workday, Incorporated,
provides enterprise cloud-based applications.
YUNHONG CTI: Delays Filing of 2020 Annual Report
------------------------------------------------
Yunhong CTI Ltd. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the year ended Dec. 31, 2020. The Company
said the compilation, dissemination and review of the information
required to be presented in the Form 10-K has imposed requirements
that have rendered timely filing of the Form 10-K impracticable
without undue hardship and expense to the Company.
The Company anticipates that revenue for 2020 will be approximately
$26 million versus revenue of approximately $40 million for 2019.
The net loss attributable to the Company for 2020 will be
approximately $4 million versus approximately $7 million for 2019.
About Yunhong CTI Ltd.
Yunhong CTI Ltd. fka CTI Industries -- www.ctiindustries.com --
develops, produces, distributes and sells a number of consumer
products throughout the United States and in over 30 other
countries, and the Company produces film products for commercial
and industrial uses in the United States. The Company has been
developing balloons, pouches, and rolls of film for vacuum sealing
and storage of products in the home as well as films for commercial
packaging applications.
Yunhong CTI reported a net loss of $8.07 million for the year ended
Dec. 31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018.
RBSM, the Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 14, 2020, citing that the
Company has suffered net losses from operations and liquidity
limitations that raise substantial doubt about its ability to
continue as a going concern.
YUNHONG CTI: Inks Agreement to Modify Terms of Preferred Stock
--------------------------------------------------------------
As previously disclosed on a Current Report on Form 8-K of Yunhong
CTI Ltd., on Jan. 15, 2021, the Company entered into a stock
purchase agreement, pursuant to which it agreed to issue and sell,
and LF International Pte. Ltd., a Singapore private limited
company, agreed to purchase 170,000 shares of the Company's newly
created Series C Convertible Preferred Stock. On March 29, 2021,
the Company and the Investor entered into an agreement to modify
the terms of the Series C Preferred.
On March 31, 2021, the Company filed an Amended and Restated
Certificate of Designation of its Series B Convertible Preferred
Stock with the Secretary of State of the State of Illinois.
Pursuant to the Amended and Restated Certificate of Designation,
the voting rights of the Series B Preferred was limited to a
maximum of 4.88 votes per share. In addition, the holder's right
to redeem the shares of Series B Preferred was removed.
On March 31, 2021, the Company filed an Amended and Restated
Certificate of Designation of its Series C Convertible Preferred
Stock with the Secretary of State of the State of Illinois.
Pursuant to the Amended and Restated Certificate of Designation,
the voting rights of the Series C Preferred was limited to a
maximum of 5.25 votes per share.
About Yunhong CTI Ltd.
Yunhong CTI Ltd. fka CTI Industries -- www.ctiindustries.com --
develops, produces, distributes and sells a number of consumer
products throughout the United States and in over 30 other
countries, and the Company produces film products for commercial
and industrial uses in the United States. The Company has been
developing balloons, pouches, and rolls of film for vacuum sealing
and storage of products in the home as well as films for commercial
packaging applications.
Yunhong CTI reported a net loss of $8.07 million for the year ended
Dec. 31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018.
RBSM, the Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 14, 2020, citing that the
Company has suffered net losses from operations and liquidity
limitations that raise substantial doubt about its ability to
continue as a going concern.
[*] Bankruptcy Watchdog Wants to Stop High-Speed Bankruptcies
-------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that the Justice Department's
bankruptcy watchdog is sounding the alarm over several recent
"pre-packaged" Chapter 11 cases that take only days, or even hours,
from start to finish.
Some recent bankruptcies in particular have wrapped up very
quickly. Retailer Belk Inc.'s 16-hour case in February set a
record, while shale oil driller HighPoint Resources Corp.'s case
concluded in March within four days of filing.
These rapid-fire cases, which ostensibly are supposed to be
reserved for extraordinary circumstances, are renewing concerns
about fairness to creditors and transparency in the bankruptcy
process.
"Pre-packaged plans offer a means of expediting the bankruptcy
process by doing most of the work in advance of the filing", the
U.S. Trustee said in a filing in HighPoint's case, citing an
appeals court decision. "That efficiency however, must not be
obtained at the price of diminishing the integrity of the
process."
Yet the U.S. could fall behind other countries if it doesn't pick
up the pace and lower the cost of Chapter 11 proceedings.
Lack of Notice
The DOJ's U.S. Trustee's Office says these ultra-rapid plan
confirmations lack adequate notice to creditors and can block
stakeholders from having any meaningful input.
According to the UST, federal bankruptcy rules require at least 28
days' notice before a court can approve a disclosure statement, the
document that details a company's Chapter 11 plan.
To get around this rule, the debtor must show "irreparable and
immediate harm" to the bankruptcy estate if the court doesn't
confirm the plan sooner, the UST says.
Belk's "breakneck schedule precludes parties from meaningfully
inquiring into the terms of the Plan, from examining the Debtors
using the ordinary discovery tools available in contested matters,
and from objecting to the Plan in a considered way," the UST said
in a court filing in the retailer's Chapter 11 case.
It's not enough to let creditors know about bankruptcy plans and
other documents that a company may or may not actually file with
the court, David Buchbinder, an attorney with the UST, said at a
HighPoint hearing.
Without a case actually being filed, a party may not take the
response date seriously, he said.
Moreover, a party that wasn't a creditor on the day the debtor sent
out the plan still could become one before the bankruptcy filing,
the UST said in the Belk case. A rapid end to the case means there
would be a creditor that didn't receive notice of the plan and
disclosure statement, in violation of bankruptcy law, the office
said.
Pre-Packaged Plans
"Pre-packaged," or "pre-pack" bankruptcy plans involve agreements a
debtor works out with creditors and other stakeholders before
filing a Chapter 11 case. Bankruptcy court confirmation of the plan
usually follows four or more weeks later.
But Belk, HighPoint, and a handful of other cases have concluded
much sooner.
In 2006, a bankruptcy judge in Nevada confirmed Blue Bird Body
Co.‘s reorganization plan one day after the case was filed.
Mood Media Corp. also won plan confirmation in one day in the U.S.
Bankruptcy Court for the Southern District of Texas last year.
Fullbeauty Brands Inc.'s plan also received confirmation in the
U.S. Bankruptcy Court for the Southern District of New York within
a day in 2019.
And the same court that year handed Sungard Availability Services
Capital Inc. what at the time was the record for the fastest
Chapter 11 case, approving its plan 19 hours after filing.
Firms in Control
Speedy plan confirmations thwart bankruptcy rules to benefit large
law firms, which attract more business by promising a quick
resolution, according to UCLA School of Law professor Lynn
LoPucki.
He rejected the idea that parties can have adequate notice of a
court document before a bankruptcy case is even filed.
"This is Alice in Wonderland procedure, something that could only
occur in a corrupt system," he said.
LoPucki also expressed concern that the desire to confirm Chapter
11 plans quickly is further driving forum shopping, as companies
and their law firms seek bankruptcy judges that won't argue with
the timeline.
The system allows the firms to pick and choose judges it knows will
rubber-stamp their agendas—and their large fee applications, he
said.
"The bankruptcy system is no longer under public control," but
rather the control of big law firms, LoPucki said.
Keeping Up With Peers
Bankruptcy is "super expensive" and comes with significant
administrative costs, Kirkland & Ellis attorney Joshua Sussberg
told Bloomberg Law. The faster the process, the lower the expenses,
he said.
Kirkland, which became the go-to firm for large bankruptcies in
2020, represented the bulk of companies that got speedy plan
confirmations in recent years.
"The conventional wisdom is that lower costs lead to higher
bankruptcy dividends" for creditors or other stakeholders, said
Bruce Markell, a former bankruptcy judge who's currently a
bankruptcy law professor at Northwestern University's Pritzker
School of Law.
Beyond cost savings, faster bankruptcy cases also help the U.S.
keep pace with insolvency proceedings in other countries, he said
in an email to Bloomberg Law.
"Lower cost, faster forms of restructuring are being made
available" to any entity with "substantial connections" to
countries like the U.K., the Netherlands, Germany, and Singapore,
Markell said.
It's relatively easy to establish those "substantial connections,"
so many companies have the option to pursue insolvency proceedings
elsewhere, he said.
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware agrees that the length and expense of
bankruptcy proceedings puts the U.S. behind other nations.
The judge recently praised the benefits of HighPoint's four-day
case at a hearing.
Most insolvency judges and professionals in other countries look to
the U.S. bankruptcy system with admiration, except when it comes to
time and cost, he said.
*********
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