/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210409.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 9, 2021, Vol. 25, No. 98 Headlines 203 W 107 STREET: Court Approves Disclosure Statement 203 W 107 STREET: Emerald Units Cleared for Chapter 11 Plan Vote 203 W 107 STREET: Unsecured Creditors to Recover Up to 100% in Plan 41-23 HAIGHT REALTY: Unsecureds to Split At Least $115K in Plan 53 STANHOPE: Brooklyn Lender Says 2nd Amended Plans Still Defective ALASKA AIR: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative ALPHA MEDIA: Sued SBA After PPP Loan Denial by U.S. Banks ALTISOURCE PORTFOLIO: S&P Lowers ICR to 'CCC+', Outlook Stable AMINE LLC: Unsecureds Will Receive 100% of Their Claims ASTROTECH CORP: Thomas Boone Pickens Reports 13.6% Equity Stake BEL AIRE PROPERTIES: Unsecureds to Recover 100% With Interest BERRY PETROLEUM: S&P Alters Outlook to Stable, Affirms 'B' ICR BETA MUSIC: Wins Cash Collateral Access BLOOMIN' BRANDS: Moody's Rates Proposed $1BB Secured Loans 'Ba2' BOEING CO: Wants the $1-Bil. 737 Max 8 Suit Kept In Federal Court BRAZOS ELECTRIC: Claimant Drops Bid to Form Separate Tort Panel BSL TRANSPORT: Seeks to Hire Diller and Rice as Legal Counsel C.R.M. OF SPARTA: Seeks to Hire Boyer Terry as Legal Counsel C.R.M. OF WARRENTON: Seeks to Hire Boyer Terry as Legal Counsel CENTURIA FOODS: Seeks to Hire Lvovich & Szucsko as Special Counsel CENTURY ALUMINUM: S&P Rates New $250MM Senior Secured Notes 'B' CHESAPEAKE ENERGY: New Suit Must Concentrate on Post-Ch. 11 Rights CHRISTOPHER & BANKS: Seeks Ch. 7 Due to Failure to Pay Admin. Fees CMC MATERIALS: S&P Upgrades ICR to 'BB+', Outlook Stable CMG CAPITAL: U.S. Trustee Unable to Appoint Committee CNX RESOURCES: S&P Alters Outlook to Positive, Affirms 'B+' ICR COLLECTED GROUP: Unsecureds Out of Money in Prepack Plan CROWN SUBSEA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable CTI BIOPHARMA: Signs $56M Underwriting Deal With Stifel, JMP CYTODYN INC: Mahboob Rahman No Longer Serves as CSO DEGROFF RX: Court Confirms Second Amended Plan DGWB VENTURES: Claims to Be Paid in Full in Liquidating Plan DK PROPERTIES: May 27 Hearing on Disclosure Statement DOUBLE EAGLE III: S&P Places 'B-' ICR on CreditWatch Positive ENCOREFX INC: Court Converts Case to CCAA Proceedings ENERGY VENTURES: Moody's Hikes CFR to 'B3' & Rates New Notes 'Caa1' EXACTUS INC: Shareholders Approve Reverse Stock Split FIREEYE INC: Incurs $207.3 Million Net Loss in 2020 FIREEYE INC: John Watters Appointed as President, COO FMT SJ LLC: Gets Two Court Wins, Hotel Case Moves Forward FREEPORT-MCMORAN INC: S&P Hikes ICR to 'BB+' on Strong Cash Flows G-III APPAREL: S&P Alters Outlook to Stable, Affirms 'BB' ICR G.A.F. SEELIG: Debtor Will Liquidate Its Assets to Pay Claims GAMESTOP CORP: S&P Places 'B-' ICR on Watch Pos. on Equity Sale GATEWAY REST: Seeks to Hire Rountree Lietman as Legal Counsel GILBERT MH: U.S. Trustee Unable to Appoint Committee GIRARDI & KEESE: Trustee Still Finding Potential Victims, Cases GLOBAL FOODS: Seeks to Hire Timothy A. Bunch as Accountant GNIRBES INC: May 5 Hearing on Disclosure Statement GRAPHIC PACKAGING: S&P Lowers Unsecured Notes Rating to 'BB' GREENSILL CAPITAL: U.S. Trustee Appoints Creditors' Committee GREENSKY HOLDINGS: S&P Lowers ICR to 'B' on Profitability Erosion H&S EXPRESS: Unsecured Creditors Will be Paid in Full in Plan HASTINGS AND HOLLOWELL: Case Summary & Unsecured Creditor HERTZ CORP: Selects Centerbridge, Warburg & Dundon for Exit Plan HIGHPOINT RESOURCES: Seeks to Hire Epiq as Administrative Advisor INDUSTRIAL REPAIR: Seeks to Hire Diller and Rice as Legal Counsel INTELSAT SA: Filing Says Jackson Noteholders Differ on Bonus Pay JDL FEDERAL: Hits Chapter 11 Bankruptcy Protection LANDS' END: S&P Withdraws 'B-' Issuer Credit Rating LANNETT COMPANY: Moody's Rates New 1st Lien Secured Notes 'B1' LINKMEYER DEVELOPMENT: City Says Plan Unconfirmable MADDOX FOUNDRY: Plan to Liquidate Assets to Pay Claims METRONOMIC HOLDINGS: Crystal Lake Property Sale to 402 Federal OK'd METRONOMIC HOLDINGS: Sale of 17 Collateral Properties to Fuse OK'd MOTORMAX FINANCIAL: Seeks Approval to Hire Bankruptcy Attorneys MYOMO INC: Signs Separation Agreement With VP NATIONAL MUSEUM OF AMERICAN JEWISH: Valued $66 Million, Says Judge NATIONAL RIFLE ASSOCIATION: LaPierre Failed to Report Yacht Trips NEW SEASONG: Court Approves Disclosure Statement NORTHERN OIL: Closes Acquisition of Reliance Marcellus' Properties NTH SOLUTIONS: Chapter 11 Won't Affect Coatesville Center Project NUVERRA ENVIRONMENTAL: Appoints David Nightingale as Director OECONNECTION LLC: Moody's Assigns B2 Rating to $75M First Lien Loan ORGANON & CO: S&P Assigns 'BB' Rating on New Senior Secured Notes PACIFIC DENTAL: Moody's Assigns B1 CFR on Same Store Sales Growth PALM BEACH BRAIN: US Trustee Says Disclosures Insufficient PALM BEACH: Fine-Tunes Plan Documents; MOSC Assets Sold for $1.5M PAPER SOURCE: Auction of Substantially All Assets Set for May 7 PG&E CO: Has 33 Charges Related to 2019 Sonoma County Wildfire PHUNWARE INC: Signs $25 Million Sales Agreement With B. Riley S & A RETAIL: Gets OK to Hire Omni Agent Solutions as Claims Agent SCIH SALT: Moody's Gives B3 Rating on New $900MM Term Loan B SERENDIPITY LABS: Unsecureds Will Recover 100% of Their Claims SERTA SIMMONS: S&P Lowers ICR to 'CC' on Announced Tender Offer SERTA SIMMONS: Seeks Investors as It Intends to Put Old Debt to Bed SIRINE LLC: All Creditors Unimpaired in Reorganization Plan STEWART SUPERMARKET: Taps Atkinson Law Associates as Legal Counsel STONEWAY CAPITAL: Case Summary & 24 Unsecured Creditors STONEWAY CAPITAL: Owner of 4 Argentine Power Plants in Chapter 11 STREAM TV: Court Okays Lenders Opposition to Chapter 11 Dismissal TMS INTERNATIONAL: Moody's Rates New $300MM Unsecured Notes 'Caa1' TOMMIE BROADWATER, JR: $550K Sale of DC Property to Benji Approved TOWN SPORTS: Asks Court to Help Get Records from New Owner TRIANGLE FLOWERS: Unsecured Creditors to Get 13% in Plan ULD LOGISTICS: Seeks to Hire Diller and Rice as Bankruptcy Counsel UNITED SHORE: Fitch Assigns Final B+ Rating on $700MM Sr. Notes UNITI GROUP: Moody's Rates New $570MM Secured Notes 'B2' WAND NEWCO 3: S&P Alters Outlook to Stable, Affirms 'B-' ICR WATERVILLE-MONCLOVA: Seeks to Hire Diller and Rice as Counsel WC CUSTER CREEK: Unsecureds Will be Paid in Full Over 60 Months YACHT CLUB: Unsecureds to Recover 100 Cents on Dollar in Plan [^] BOOK REVIEW: The First Junk Bond ********* 203 W 107 STREET: Court Approves Disclosure Statement ----------------------------------------------------- Judge Lisa G. Beckerman has entered an order approving the Disclosure Statement of 203 W 107 Street LLC, et al., as providing holders of Claims in Class 2 and Class 4 of the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan. April 7, 2021, as the date for determining (i) which holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and receive Solicitation Packages in connection therewith and (ii) whether Claims have been properly assigned or transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that the assignee can vote as the holder of the respective Claim. Except to the extent the Debtors determine otherwise, the Debtors are not required to provide Solicitation Packages to holders of Claims or Interests in Classes 1, 3 and 5 of the Plan, as such Holders are not entitled to vote on the Plan. About 203 W 107 Street LLC 203 W 107 Street, LLC and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on Dec. 28, 2020. The Debtors are single asset real estate entities that own residential buildings on 107th Street and 117th Street in Manhattan. There are several hundred tenants currently residing in the properties. 203 W 107 Street disclosed total assets of $7,044,031 and total liabilities of $102,929,476 in its petition signed by Ephraim Diamond, chief restructuring officer. Mr. Diamond and Arbel Capital Advisors LLC have been retained to assist the Debtors and Emerald in complying with their obligations under a restructuring support agreement with LoanCore. Backenroth Frankel & Krinsky, LLP and Belkin Burden Goldman, LLP serve as the Debtors' bankruptcy counsel and special counsel, respectively. 203 W 107 STREET: Emerald Units Cleared for Chapter 11 Plan Vote ---------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports a group of bankrupt Manhattan apartments owned by Emerald Equity Group got court permission to seek creditors' votes on their Chapter 11 plan, following revisions to address tenants and the government's concerns over rat infestation and other property conditions. According to the U.S. Trustee, the Plan is revised to resolve objections from tenants and city. The Plan calls for handing ownership of the apartments to the mortgage lender LoanCore Capital. LoanCore has liens on the properties and is owed $203 million. Other secured creditors would be paid in full under the plan. Unsecured claims would be paid in full up to $670,000, not including tenant claims. Approving the apartment group's revised disclosure statement Wednesday, April 7, 2021, Judge Lisa G. Beckerman. About 203 W 107 Street, et al. Brooklyn-based Emerald Equity Group, LLC, is a real estate acquisition company with a portfolio comprising of over 3,000 residential units in buildings located throughout New York. Emerald designated all management responsibilities for its residential properties to its subsidiary, ArchRock, LLC. 203 W 107 Street, LLC and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on Dec. 28, 2020. The Debtors are single asset real estate entities that own residential buildings on 107th Street and 117th Street in Manhattan. There are several hundred tenants currently residing in the properties. 203 W 107 Street disclosed total assets of $7,044,031 and total liabilities of $102,929,476 in its petition signed by Ephraim Diamond, chief restructuring officer. Mr. Diamond and Arbel Capital Advisors LLC have been retained to assist the Debtors and Emerald in complying with their obligations under a restructuring support agreement with LoanCore. Backenroth Frankel & Krinsky, LLP and Belkin Burden Goldman, LLP serve as the Debtors' bankruptcy counsel and special counsel, respectively. 203 W 107 STREET: Unsecured Creditors to Recover Up to 100% in Plan ------------------------------------------------------------------- 203 W 107 Street LLC, et al., submitted a Third Amended Joint Disclosure Statement. The Plan's key elements are as follows: * The Debtors shall transfer title to the Properties and the Assets (i.e., any property of the Estates for purposes of section 541 of the Bankruptcy Code, including Cash, Causes of Action (including claims for outstanding rent under the Tenant Leases), Tenant Leases as of the Confirmation Date, and incidental property to which the Debtors ascribe de minimis value) directly to the Successor Owners (entities designated, owned and controlled by LoanCore), free and clear of all Claims, Liens, charges, interests and encumbrances other than the Permitted Exceptions, the New Mortgages, and governmental orders, applicable regulations governing the regulatory status and rents of the units at the Properties, and violations of record applicable to the Properties and in effect as of the Effective Date. * The Successor Owners shall pay the Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Claims, and Allowed General Unsecured Claims (without pre-petition interest or post-petition interest) provided, however, that the aggregate amount of consideration to be distributed by the Successor Owners on account of Allowed General Unsecured Claims shall not exceed $670,000. If the aggregate of Allowed General Unsecured Claims exceeds $670,000, holders of Allowed General Unsecured Claims will receive their pro rata share of $670,000. To the extent necessary, LoanCore will contribute sufficient funds to the Successor Owners to ensure up to $670,000 is available for distribution to holders of Allowed General Unsecured Claims. * The Debtors are assuming the Tenant Leases and assigning them to the Successor Owners. The Successor Owners are assuming all obligations of the Debtors as landlord under all of the assigned Tenant Leases from and after the Effective Date and shall pay all Cure costs that may be due in connection with the assumption and assignment of the Tenant Leases. * Under Section 10.5 of the Plan, LoanCore, the Successor Owners, and the New Mortgage Lender are granting a release in favor of the Debtors, the Mezzanine Borrowers, the Guarantor, the Affiliated Property Manager, and their respective Related Persons. Under Section 10.6 of the Plan, the Debtors, the Mezzanine Borrowers, the Guarantor, and the Affiliated Property Manager are granting a release in favor of LoanCore, the Successor Owners, the New Mortgage Lender, and their respective Related Persons. The Debtors believe that their Plan is confirmable and is in the best interests of all Claimants, who will receive a substantial (and potentially 100%) cash recovery on their Allowed Claims (without pre-petition interest or post-petition interest on the Allowed Unsecured Claims) on or promptly following the Effective Date (or promptly following allowance of their Claim). If the aggregate of Allowed General Unsecured Claims exceeds $670,000, holders of Allowed General Unsecured Claims will receive their pro rata share of $670,000. In the Debtors' view, because the amount of LoanCore's Secured Claims exceed the value of the Properties, the treatment of Unsecured Claims under the Plan provides a greater and more certain recovery than that which is likely to be achieved under other reorganization or liquidation alternatives. The Debtors believe that Unsecured Claims would not receive any recovery in connection with a liquidation of the Debtors' assets. Under the Plan, on account of LoanCore's perfected first lien on the Properties securing a claim in an amount not less than $203,075,766 and the Successor Owners' payments to all creditors with Allowed Claims in the manner described in the Plan, the Properties and the Assets (i.e., any property of the Estates for purposes of section 541 of the Bankruptcy Code, including Cash, Causes of Action (including claims for past due rent), Tenant Leases as of the Confirmation Date, and incidental property to which the Debtors ascribe de minimis value) shall be transferred to the Successor Owners pursuant to the Property Transfer effectuated by execution of the Assignment Documents. Copies of the Assignment Documents shall be included in the Plan Supplement. LoanCore Capital is a privately-held asset management firm focused on commercial real estate credit. Since its inception in 2008, LoanCore Capital has funded in excess of $23 billion comprised of over 778 transactions. LoanCore Capital Credit REIT, LLC (referred to as LoanCore in this Disclosure Statement) has $3 billion in equity and $12 billion in balance sheet capacity. Accordingly, LoanCore has sufficient resources to ensure the Successor Owners have funds sufficient to perform their obligations under the Plan. The Successor Owners shall be formed on or before ten (10) days prior to the voting deadline for the Plan (or such later date as approved by the Bankruptcy Court). The Plan Supplement shall disclose: (i) the Successor Owners' names, (ii) the ownership for the Successor Owners, (iii) under whose laws the Successor Owners are organized, (iv) the legal characteristics of the Successor Owners' formation, e.g., whether the Successor Owners are formed as limited liability companies and/or corporations, (v) which of the Debtors'assets to be transferred under the Plan will be transferred to each of the Successor Owners, (vi) information regarding the Successor Owners' capitalization and funding to operate and manage the Properties, and (vii) a term sheet for the New Mortgages summarizing the New Mortgages'key terms. Counsel for the Debtors: Mark A. Frankel BACKENROTH FRANKEL & KRINSKY LLP 800 Third Avenue, 11th Floor New York, New York 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 A copy of the Third Amended Joint Disclosure Statement is available at https://bit.ly/3uvN7Ai from PacerMonitor.com. About the Debtors 203 W 107 Street LLC and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on Dec. 28, 2020. The Debtors are Single Asset Real Estate entities that each owns a residential-building property in Manhattan. They own multi-family residential buildings on 107th Street and 117th Streets in Manhattan. 203 W 107 Street LLC, 210 W 107 Street LLC, 220 W 107 Street LLC and 230 W 107 Street LLC -- collectively, the "107th Street Debtors" -- own the properties at 107th Street, New York. 124-136 East 117 LLC, 215 East 117 LLC, 231 East 117 LLC, 235 East 117 LLC, 244 East 117 LLC, East 117 Realty LLC and 1661 PA Realty LLC -- collectively, the "117 Street Debtors" -- own the properties at 117th Street. Currently, there are several hundred tenants residing in the Properties. 203 W 107 Street disclosed total assets of $7,044,031 against $102,929,476 in liabilities. 210 W 107 Street disclosed total assets of $13,607,479 against liabilities of $103,053,340. 220 W 107th Street disclosed total assets of $15,413,641 against debt of $103,046,384. The petitions were signed by Ephraim Diamond, chief restructuring officer. Emerald retained Arbel Capital Advisors LLC and Ephraim Diamond, its managing member, to assist Emerald and the Debtors in complying with their obligations under the Restructuring Support Agreement with LoanCore. BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, Esq., is serving as counsel to the Debtors. 41-23 HAIGHT REALTY: Unsecureds to Split At Least $115K in Plan --------------------------------------------------------------- Gregory Messer, Chapter 11 Trustee of the estate of 41-23 Haight Realty Inc. a/k/a 41-23 Haight Street Realty, Inc., filed a First Amended Chapter 11 Plan and a corresponding Disclosure Statement on April 5, 2021. The Plan is a liquidating plan. The information contained in this Disclosure Statement was prepared by the Trustee and his counsel, based upon information available to the Trustee, and preliminary review of all proofs of claim timely filed with the Bankruptcy Court or otherwise deemed timely filed by Stipulation or Order of the Bankruptcy Court. Eventually, on August 5, 2020, the Co-Brokers conducted a virtual public auction sale of the Debtor's Real Property pursuant to the Sale Procedures Order. Five qualified bidders participated in the Auction and JCBD Investment Inc./Jinyu Zhang submitted the highest bid in the amount of $28,100,000 . The Sale was confirmed by Court Order dated August 13, 2020. Under the Plan, Class 6 Allowed Unsecured Claims will be paid their pro-rata share of no less than the amount of the General Unsecured Creditor Reserve ($115,000). As of the Bar Date, the aggregate amount of the filed Class 6 Claims was approximately $29,110,280. Class 6 is impaired. Within the filed Class 6 Claims are several duplicative Claims and Claims filed by or associated with insiders of the Debtor which will be objected to or otherwise sought to be subordinated by the Trustee and/or the Plan Administrator and/or the Committee. The amount of the Class 6 Claims may increase if Claims in Classes 4 and 5 are reclassified to Class 6 Claims. Accordingly, Class 6 is impaired, and therefore, such claimants are entitled to vote on the Plan. The Trustee may request that the Court determine the amount of certain Class 6 Claims for purposes of voting on this Plan. Class 7 Allowed Shareholder Interests will receive pro rata Distributions under the Plan only in the event that all Classes of Allowed Claims have been paid in full. Class 7 is deemed to have rejected the Plan. Class 7 is impaired. By Order dated July 21, 2020, the Court authorized the Trustee to proceed with a public auction sale of the Real Property. At the auction sale, after competitive bidding, the Buyer was the successful bidder for the Real Property having bid $28,100,000, plus the payment of any and all transfer taxes and the buyer's premium in the amount of $1,124,000. On Sept. 14, 2020, the Trustee closed on the sale of the Real Property with the Buyer. Thereafter, the Trustee paid Haight Street Secured Lender in full, except for the Committee Reserve and $115,000 set aside as part of the General Unsecured Creditors Reserve. After the payment of the fees due the United States Trustee and the payment for the balance of the work performed by OTL, the Trustee will have funds remaining from the proceeds of sale of the Real Property available for distribution under the Plan. Counsel to Chapter 11 Trustee Gregory Messer: Gary F. Herbst, Esq. Jacqulyn Loftin, Esq. LaMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue Wantagh, New York 11793 Telephone: 516.826.6500 A copy of the Disclosure Statement is available at https://bit.ly/31Z1NvA from PacerMonitor.com. About 41-23 Haight Street Realty 41-23 Haight Street Realty, Inc. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B). On June 4, 2019, an involuntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the case. Victor Tsai, Esq., is Debtor's legal counsel. On Aug. 12, 2019, the court-appointed Gregory Messer as Chapter 11 trustee for Debtor's estate. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. On July 17, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. Gleichenhaus, Marchese & Weishaar, PC serves as the committee's legal counsel. 53 STANHOPE: Brooklyn Lender Says 2nd Amended Plans Still Defective ------------------------------------------------------------------- Brooklyn Lender LLC submitted an objection to the disclosure statements explaining: * the Second Amended Plan for 53 Stanhope LLC, 325 Franklin LLC, 618 Lafayette LLC, 92 South 4th Street LLC, 834 Metropolitan Avenue LLC, 1125-1133 Greene Ave LLC, APC Holding 1 LLC[,] Eighteen Homes LLC, and 1213 Jefferson LLC [Dkt. No. 195] (the "53 Stanhope Plan"), * the Second Amended Plan for D&W Real Estate Spring LLC and Meserole and Lorimer LLC [Dkt. No. 197] (the "D&W Plan"), and * Second Amended Plan for 55 Stanhope LLC, 119 Rogers LLC, 127 Rogers LLC, C & YSW LLC, Natzliach LLC, 106 Kingston LLC and 167 Hart LLC [Dkt. No. 199] (the "55 Stanhope Plan") Brooklyn Lender points out that over three months after the Court denied confirmation of the Debtors' First Amended Plan, finding, among other things, that the First Amended Plan was not feasible, the Debtors have filed Disclosure Statements seeking approval of the respective Plans, which do not cure many of the same defects that doomed the First Amended Plan. The Disclosure Statements fail to disclose adequate information on fundamental issues affecting creditors, including Brooklyn Lender, and the Disclosure Statements for the Non-Sale Plans reveal plans that are premised on pure speculation and unjustified optimism. The Debtors may hope that their conjecture somehow will turn into reality by confirmation, but the Court should not countenance a second confirmation hearing on Plans that are patently unconfirmable or fail to disclose adequate information. The costs and burdens on the parties and on the Court cannot be justified. Brooklyn Lender further points out that the D&W Plan relies on financing referenced in an over two-month-old term sheet for a Proposed Exit Facility that will expire by its own terms within three days of the hearing on the Disclosure Statements (unless extended at the sole and absolute discretion of the lender). The terms of the Proposed Exit Facility are also materially worse than the non-feasible financing this Court rejected in connection with the First Amended Plan. Specifically, the D&W Plan does not propose to pay Brooklyn Lender the full amount of its Claims that have been Allowed, and beyond that, the $15 million Proposed Exit Facility (only $14 million of which is available to the D&W Debtors net of closing costs) is well below the amount needed to ensure an adequate reserve for Brooklyn Lender's Appeal in the event it is successful, or for its legal fees in the event those are Allowed. Moreover, the Debtors' own unsupported liquidation analysis indicates that Brooklyn Lender would be better off in a chapter 7 than under the D&W Plan because there would be roughly $3.6 million to $9 million in surplus to reserve for Brooklyn Lender. At the same time, it is unclear from the D&W Disclosure Statement that there will be enough funds to cover all distributions under the Plan. The D&W Plan is therefore patently unconfirmable. Brooklyn Lender asserts that the 55 Stanhope Plan relies on unproven and unsubstantiated aspirations that the 55 Stanhope Debtors' rent rolls will be sufficient to reinstate Brooklyn Lender, when their most recently available rent rolls from November 2020 barely exceed what their monthly payments would be, leaving aside their need to reserve amounts in the event Brooklyn Lender is successful on the Appeal or its legal fees become Allowed, as well as the need to pay ordinary operating expenses. Further, the 55 Stanhope Plan's plain language states that it will only cure unspecified monetary defaults which are not quantified in the 55 Stanhope Disclosure Statement, while also failing to ensure that Brooklyn Lender's mortgages are preserved, which fails to meet the standard for reinstatement under the Bankruptcy Code. The 55 Stanhope Plan also relies on the management of a convicted felon. At the same time, as with the D&W Plan, the Debtors' own unsupported liquidation analysis indicates that Brooklyn Lender would be far better off in a chapter 7 liquidation, where a substantial surplus would remain to pay Brooklyn Lender, including in the event of a successful Appeal. Therefore, the 55 Stanhope Plan is also patently unconfirmable. According to Brooklyn Lender, there is also no question that the Disclosure Statements lack adequate information, including contradictory valuation information, incomplete information on Brooklyn Lender's Claims and the Appeal, insufficient information regarding the Debtors' post-confirmation management, and unsupported liquidation analyses. Attorneys for Brooklyn Lender LLC: Jennifer S. Recine Matthew B. Stein KASOWITZ BENSON TORRES LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-22285) on Feb. 21, 2019. Its case is not jointly administered with those of the Debtors. Backenroth Frankel also serves as counsel to 73 Empire Development. ALASKA AIR: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative -------------------------------------------------------------- Fitch Ratings has affirmed Alaska Air Group, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook remains Negative. The rating affirmation reflects Alaska's manageable increase in debt through the course of the pandemic, solid pre-pandemic balance sheet, and exposure to domestic and leisure travel, which is likely to rebound sooner than international and business travel. The Negative Rating Outlook reflects continued uncertainty around the pace of the recovery in air traffic. The ratings are also supported by the company's conservative financial policies, and intentions to de-lever as traffic rebounds. KEY RATING DRIVERS Manageable Debt Balances: Similar to other airlines, Alaska incurred a material amount of debt to help manage liquidity during the pandemic. However, on a net basis, Alaska's debt is largely unchanged from prior to the pandemic, as cash burn was largely offset by government aid. The company finished 2020 with total debt of roughly $3.5 billion, up from roughly $1.5 billion at the end of 2019. Net debt, excluding operating leases is near zero. Currently, Fitch does not anticipate that Alaska's total debt balance will rise further and the company is likely to refocus efforts on paying down debt incurred during the pandemic. Fitch believes that Alaska should be able to manage its balance sheet such that leverage metrics return to levels that support the 'BB+' rating in 2022 assuming the recovery in traffic continues apace. Traffic Recovery Slow but Accelerating: Recovery in airline traffic was slower than Fitch's prior expectations through the first quarter. Outbreaks of COVID around the world led travel restrictions to be re-tightened and for leisure travel to be discouraged. However, traffic and bookings in the U.S. have seen material improvement in recent weeks around spring break, leading to rising passenger counts in March and early April. Passenger counts reported by the TSA have improved to down in the 30%-40% range on peak travel days (compared to 2019 levels). Rolling seven day averages have improved to down 35% to 40% from 2019 levels compared to down 50% or more just a few weeks ago. Traffic as measured by RPMs will lag passenger counts due to the lack of long-haul travel. Fitch anticipates a fairly robust rebound later in the year, particular in leisure and visiting friends and relatives (VFR) traffic, once traveler confidence improves driven by significant pent up demand. Fitch believes that rising demand along with sizeable liquidity balances has reduced the risk of further ratings downgrades. Certain airline ratings could stabilize over the next year if the recovery proves sustainable. For now, most ratings in the sector retain Negative Outlooks reflecting current low traffic levels and uncertainty around the timing of a recovery. Fleet Consolidation: The pandemic has allowed Alaska to accelerate its fleet consolidation and upgauging plan as the company shifts back toward an all-Boeing 737 mainline fleet. The company announced a new order for 23 737 MAX 9s in December 2020, which followed an agreement to lease 13 737 MAX 9s announced in November. The company expects to remove all of the less efficient A319 and A320 aircraft, acquired from the Virgin America merger in 2016, from its fleet by 2023 allowing the company to streamline operations and reduce costs, similar to the benefits Southwest experiences with its single fleet type. During the pandemic, the company removed 40 Airbus aircraft, bringing down total Airbus aircraft in the fleet to 31 by the end of 2020. Fitch believes the shift towards a streamlined fleet improves the company's recovery prospects as costs are removed and efficiencies are gained. American Airlines Partnership and OneWorld: Fitch views Alaska's partnership with American Airlines and its entry into OneWorld as strategic positives. Improved connectivity with American and OneWorld partners will greatly improve Alaska's offerings on international markets and help it compete for corporate accounts against Delta that has expanded its presence in Seattle in recent years. Alaska and American agreed to expand their codeshare partnership last year, a partnership that was originally slated to terminate last March. The new agreement includes reciprocal benefits for frequent fliers and increased international flying from American out of Seattle. Alaska officially joined the OneWorld alliance at the end of March 2021. DERIVATION SUMMARY Alaska's 'BB+' rating is in line with Delta Air Lines. Alaska's financial metrics compare favorably to Delta's, including Alaska's lower net leverage figures. Alaska is also better positioned to benefit from the early stages of a rebound in traffic due to its leverage to domestic and leisure travel. These factors are partly offset by Alaska's size, scale, and regional concentration relative to Delta. Alaska is rated three notches below Southwest Airlines, with the difference driven by scale and by superior financial flexibility for Southwest. KEY ASSUMPTIONS -- Airline traffic (RPMs) remains 45% or more below 2019 levels in 2021, only fully recovering to 2019 levels by 2024. Domestic and leisure travel are likely to rebound quicker. Fitch believes that leisure travel could be back to 2019 levels on a run rate basis some time in 2023. -- Fitch's models assume jet fuel prices of approximately $1.70/gallon in 2021, rising to $1.90/gallon in 2023. Actual jet fuel prices have risen above these levels in recent weeks, with spot prices hovering around $1.75. Into-plane prices, including taxes etc. are modestly higher. Incorporating higher fuel prices into Fitch's models would drive modestly lower margins and greater cash burn in 2021 and 2022 but Fitch believes that the impact by the end of the forecast period would be minimal as demand normalizes and the airlines are able to raise ticket prices. -- Fitch expects RASM for the industry to remain below 2019 levels through the forecast period driven by intense competition. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Adjusted debt/EBITDAR sustained around or below 2.25x; -- FFO fixed-charge coverage increasing toward 4.0x; -- FCF margins sustained in the mid-single-digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Gross adjusted leverage rising and remaining above 3.5x; -- FFO fixed-charge coverage towards 3x; -- Sustained EBIT margins in the single digits. 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 Solid Liquidity: Alaska finished the fourth quarter of 2020 with $3.3 billion of unrestricted cash and marketable securities leaving it with ample headroom to manage its daily cash burn, which stood at $3.8 million/day at YE 2020. Fitch believes the company can hit cash breakeven levels in 2021 if the recovery in traffic continues on the current trajectory. Alaska is better positioned than some of its larger peers due to its minimal international exposure and mix favoring leisure travel over business travel, which Fitch believes will recover at a faster pace. The low projected capital spending in 2021, due to renegotiated terms with Boeing over 737 MAX issues, is expected to offset some of the burden of principal payments due in 2021 and 2022. Unlike many of its peers, Alaska has not issued equity during the downturn. Unencumbered assets are currently lower than pre-pandemic, but Fitch expects unencumbered aircraft will rise over the next few years as debt is paid down and the company pays for some new deliveries with cash. The company has not issued debt backed by its loyalty program, which is another source of liquidity. The program currently secures Alaska's CARES Act loan, but the loan has not been drawn. 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. ALPHA MEDIA: Sued SBA After PPP Loan Denial by U.S. Banks --------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Alpha Media Holdings LLC is challenging the Small Business Administration's policy of blocking bankrupt companies from seeking Paycheck Protection Program loans. The bankrupt radio broadcasting company sued SBA administrator Isabella Casillas Guzman Tuesday, April 6, 2021, in the U.S. Bankruptcy Court for the Eastern District of Virginia after its $10 million loan application was denied by U.S. Bank. Following the agency's guidelines, the bank, a unit of U.S. Bancorp, cited in its denial Alpha Media’s ongoing Chapter 11 case. Several bankrupt companies have sued the SBA administrator with similar claims over the past 2020, with mixed results. About Alpha Media Holdings Alpha Media is a privately held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 websites and countless mobile applications and digital streaming services. Alpha Media and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi, chief financial officer, signed the petitions. At the time of the filing, Alpha Media disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million. Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal counsel, Kutak Rock LLP as local counsel, Moelis & Company as a financial advisor, and Ernst & Young LLP as restructuring advisor. Stretto is the claims and noticing agent. Wilmington Savings Fund Society, the administrative agent to the first-lien lenders, is represented by Debevoise & Plimpton, LLP, and Hunton Andrews Kurth, LLP. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on Feb. 3, 2021. The Committee tapped Hahn Loeser & Parks, LLP, as its bankruptcy counsel, Hirschler Fleischer, P.C. as local counsel, Dundon Advisers LLC as a financial advisor, and Miller Buckfire & Co., LLC, as an investment banker. ALTISOURCE PORTFOLIO: S&P Lowers ICR to 'CCC+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Altisource Portfolio Solutions S.A. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "We also lowered our rating on the company's senior secured notes to 'CCC-' from 'B-'. The recovery rating on the senior secured notes is '6', reflecting our expectation of a negligible recovery (5%) in a hypothetical default scenario." The moratorium on mortgage foreclosures, stay-at-home policies from the COVID-19 pandemic, and the transfer of certain field services, title and valuation referrals related to one of Ocwen's MSR investors to that investor's captive vendors hurt Altisource's 2020 operating results, resulting in EBITDA interest coverage of about 0.8x and negative cash flow from operations. S&P said, "The downgrade follows the extension of the moratorium on mortgage foreclosures by the Biden Administration. We expect the moratorium will continue to hurt Altisource's EBITDA and cash flow generation in 2021 through at least the first half of 2022. EBITDA interest coverage was about 0.8x in 2020, and the company generated negative cash flow from operations during the year. A reversal in performance will depend on the company's mostly countercyclical business model, which could benefit from increases in delinquencies or foreclosures after forbearance options are exhausted, and Altisource's ability to continue to grow its originations business. "We still believe Altisource's $58 million of available cash at year-end 2020 is sufficient to cover liquidity outflows over the next 12 months. The company has no mandatory debt amortization until the maturity of the senior secured term loan in April 2024. We expect the company will incur a cash loss from operations of $20 million to $40 million in 2021 (including the $12 million to $14 million of cash interest payments on its senior secured term loan), and for capital expenditures to remain minimal at $2 million to $3 million per year. "We lowered our recovery expectations on the company's senior secured notes in our simulated default scenario because we expect the minimal EBITDA generation in 2020 to continue into 2022, leading us to lower our estimate of the fixed-charge proxy. "The negative outlook reflects our view that over the next 12 months, the moratorium on foreclosures will continue to erode the company's liquidity. "We could lower the ratings over the next 12 months if we believe Altisource's liquidity is not able to sustain another 12 months of operations. We could also lower the ratings if the company executes exchange offers or debt restructuring on its senior secured term loan that we would view as distressed. "An upgrade is unlikely over the next 12 months. Over the longer term, we could revise the outlook to stable if we believe Altisource could sustain EBITDA interest coverage above 1.5x while generating positive cash flow from operations." -- S&P's simulated default scenario assumes a default in 2022. S&P assumes an erosion in Altisource's EBITDA and cash generation, which would limit the company's ability to service interest expense and maintenance capital expenditure, resulting in a default. -- The default scenario assumes that Altisource would reorganize in the event of a default. S&P has therefore valued the company as a going concern, using a 4.5x EBITDA multiple at emergence. -- Moratorium on mortgage foreclosures to continue into 2022 -- EBITDA at emergence: $4.8 million -- EBITDA multiple: 4.5x -- Net enterprise value (after 5% administrative costs): $20.5 million -- Collateral value available to secured creditors: $20.5 million -- Senior secured term loan debt: $255 million --Recovery expectations: 5% ('6' recovery rating) Note: All debt amounts include six months of prepetition interest. AMINE LLC: Unsecureds Will Receive 100% of Their Claims ------------------------------------------------------- Amine, LLC, d/b/a Super Stop, submitted a Second Amended Plan of Reorganization. This Plan of Reorganization proposes to pay creditors of Amine, LLC dba Super Stop from cash flow from operations and/or future income. Non- priority unsecured creditors holding allowed claims will receive distributions which the proponent of this plan has valued approximately 100 cents on the dollar. All classes of claims are unimpaired. A copy of the Second Amended Plan of Reorganization is available at https://bit.ly/39P38cR from PacerMonitor.com. About Amine LLC Amine, LLC is a Mobile, Ala.-based convenience store, which conducts business under the name Super Stop. Amine sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-11953) on Aug. 6, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Barry A. Friedman & Associates, PC, is the Debtor's legal counsel. ASTROTECH CORP: Thomas Boone Pickens Reports 13.6% Equity Stake --------------------------------------------------------------- Thomas Boone Pickens III disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of March 26, 2021, he beneficially owns 3,290,320 shares of common stock of Astrotech Corporation, which represents 13.6 percent of the shares outstanding. The percentage is based on 24,269,104 Common Shares outstanding as of Feb. 11, 2021, as reported in Astrotech's prospectus supplement as filed with the SEC on Feb. 12, 2021, plus 1,328,571 Restricted Common Shares granted to the Reporting Person, 280,898 Common Shares underlying 280,898 Preferred Shares, and 82,500 Common Shares underlying options to purchase Common Shares, which assumes the exercise of such options at the exercise price in effect on the date of the filing (March 31, 2021). On March 26, 2021, Mr. Pickens was granted 1,328,571 Restricted Common Shares. One-third of the total number of shares of common stock granted shall vest and become exercisable on each of the three anniversaries of March 26, 2021, such that 100% of the shares of common stock granted shall be fully vested and exercisable on March 26, 2024, subject to the Reporting Person's continuous employment with Astrotech through each such applicable anniversary. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1001907/000156459021017006/ck0001310519-sc13da.htm About Astrotech Astrotech (NASDAQ: ASTC) -- http://www.astrotechcorp.com-- is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. 1st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. Astrotech reported a net loss of $8.31 million for the year ended June 30, 2020, compared to a net loss of $7.53 million for the year ended June 30, 2019. As of Dec. 31, 2020, the Company had $23.58 million in total assets, $4.77 million in total liabilities, and $18.81 million in total stockholders' equity. Armanino LLP, in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Sept. 8, 2020, citing that the Company has suffered recurring losses from operations and has net cash flows deficiencies that raise substantial doubt about its ability to continue as a going concern. BEL AIRE PROPERTIES: Unsecureds to Recover 100% With Interest ------------------------------------------------------------- Bel Aire Properties, LLC, submitted an Amended and Restated Plan of Reorganization, dated March 3, 2021. Since the filing of the case, the Debtor has continued operations as a debtor-in-possession and worked diligently to reduce operating expenses and reorganize its financial affairs, including engaging in lease modifications with the operating entities to negotiate amended leases that provide for yearly rent increases. Additionally, the prioritization of assisted living facilities for the initial rollout of covid vaccinations in December 2020 had led to increased occupancy at both BAH and BASL. Accordingly, the Debtor proposes this Plan, in an effort to reorganize its financial affairs, make distributions to creditors and obtain a discharge of its debts. In general, the Debtor's Plan proposes to pay holders of Allowed Claims the full amount of their Allowed Claim. Holders of Allowed Secured Claims will be paid separately (not from the Debtors' Disposable Income), as set forth in the Plan. The Debtor will utilize its Disposable Income for a period of three years, to be distributed to remaining Allowed Claim holders on a pro-rata basis as provided in the Plan. The Plan will treat claims as follows: * Class 1 Secured Claim of Rock Canyon Bank. Rock Canyon Bank has a claim secured by a residential lot located in Woodland Hills, Utah. Rock Canyon Bank filed a proof of claim (Claim No. 5) evidencing a fully secured claim of $44,494. The Debtor and Rock Canyon Bank entered into a Loan Modification. The Debtor will make monthly mortgage payments in accordance with the mortgage agreement, as modified by the Loan Modification. Under the terms of the Loan Modification, the Debtor will make monthly payments in the amount of $845.63 until the maturity date or the loan is paid off. * Class 5 General Unsecured Claims. Each holder of an Allowed Unsecured Claim shall receive equal monthly distributions calculated by dividing the Allowed Amount of the applicable Unsecured Claim over the following payment period, with interest accruing at the Plan Rate. Monthly payments shall be paid on or before the 15th day of each month, commencing with the first month following the Effective Date and continuing until the last month immediately preceding three years from the Petition Date. The Debtor shall have the right to pre-pay any distribution to the holders of this Class. Attorneys for the Debtor: Blake D. Miller Deborah R. Chandler ANDERSON & KARRENBERG 50 West Broadway, Suite 700 Salt Lake City, Utah 84101 Telephone: (801) 534-1700 Facsimile: (801) 364-7697 E-mail: bmiller@aklawfirm.com dchandler@aklawfirm.com A copy of the Amended and Restated Plan Of Reorganization is available at https://bit.ly/2Rgbioc from PacerMonitor.com. About Bel Aire Properties Bel Aire Properties is primarily engaged in renting and leasing real estate properties. Bel Aire Properties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 20-25412) on Sep. 8, 2020. The petition was signed by Steven Sabins, member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Deborah R. Chandler, Esq. at ANDERSON & KARRENBERG serves as the Debtor's counsel. BERRY PETROLEUM: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based oil and natural gas exploration and production (E&P) company Berry Petroleum Corp. to stable from negative and affirmed its 'B-' issuer credit rating. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's senior unsecured notes. Our '2' recovery rating on the notes remains unchanged. "The stable outlook reflects our view that Berry will maintain funds from operations (FFO) to debt of about 30% over the next two years. "The outlook revision reflects our expectation that Berry's credit measures will improve in 2021 and 2022 under our revised price deck assumptions. Based on our higher oil price assumption, and incorporating improvements in the company's cost structure, we now expect its FFO to debt to be about 30%, on average, in 2021 and 2022, which compares with our prior forecast for 20%. In addition, we expect Berry's debt to EBITDA to remain in the 2.5x-3.0x range over the next couple of years, which is lower than our previous 3.5x estimate. "Berry has no near-term refinancing needs and we view its liquidity as adequate. The company does not face any debt maturities before 2026 and has $200 million of availability under its reserve-based lending facility due 2022. In addition, Berry had $80 million of cash on its balance sheet as of year-end 2020. Although the hedges it currently has in place will limit the effect of the improved commodity prices on its results, we expect the company to generate about $15 million of free cash flow in 2021. Berry reinstated its dividend in the first quarter of 2021 and we believe it will likely use its surplus free cash flow over the next 12 months for shareholder returns. We view the risk of a distressed exchange or below-par debt buyback as very low given the current trading levels of its debt. "We still view Berry's exposure to environmental and social risks as elevated compared with that of its sector peers. Most of the company's reserves and operations are located in California, which is generally not supportive of oil and gas drilling activities. We believe the risk of tighter regulations or community opposition to drilling or fracking, which would likely increase Berry's costs or hinder its ability to develop and replace its reserves, is high. "The stable outlook on Berry reflects our expectation that its debt to EBITDA will remain in the 2.5x-3.0x range with FFO to debt of close to 30% in 2022 under our current price assumptions. "We could lower our rating on Berry if its liquidity deteriorates, its leverage becomes unsustainable, or we believe it has become dependent on favorable business conditions to meet its financial obligations. This would most likely occur if commodity prices weaken and the company does not reduce its spending. "We could raise our rating on Berry if we expect its FFO to debt to approach 45% and its debt to EBITDA to improve to near 2x on a sustained basis, while it maintains adequate liquidity, which would most likely occur if commodity prices remain stable or rise and the company sustains its current level of production. That said, we would also have to believe the regulatory environment in California had become more supportive of oil and gas activities before we would raise our rating." BETA MUSIC: Wins Cash Collateral Access --------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has authorized Beta Music Group, Inc. and Get Credit Healthy, Inc. to use cash collateral on a final basis. GCH requires use of cash collateral to prevent immediate and irreparable harm to the estate and to minimize disruption to its business operations. Entry of the Order will also enhance the possibility of maximizing the value of the Debtors' estates for the benefit of all stakeholders. Subject to the Debtors' rights arising under 11 U.S.C. sections 544, 546, and 550, the Debtors admit that: i. GCH borrowed money from the SBA pursuant to a note and security agreement, and that GCH's obligations to the SBA constitute a legal, valid and binding obligation of GCH; and ii. The SBA has a first priority lien on the collateral identified in the security agreement and UCC-1 financing statement. The SBA is entitled to adequate protection and, based on the Debtors' representations, there are no other entities known to the Debtors other than the SBA who assert an interest in cash collateral. The Debtors are authorized to use Cash Collateral to pay (a) amounts authorized by the Court; (b) the expenses set forth in the budget so long as the aggregate of all expenses for each month do not exceed the amount in the Budget by more than 10% for any such month on a cumulative basis; and (c) additional amounts approved in writing by the SBA. As adequate protection with respect to the SBA's interests in Cash Collateral, the SBA is granted a replacement lien in and upon all the categories and types of collateral in which it held a security interest and lien as of the Petition Date to the same extent, validity and priority that the SBA held as of the Petition Date. The Debtors will maintain insurance coverage for the Collateral in accordance with the obligations under the loan and security documents. It will be an event of default if the Debtors exceed the Variance without the prior written consent of the SBA, which consent will not be unreasonably withheld; provided, however, in the event of a default, the Debtors' authority to use Cash Collateral will continue until the SBA obtains an order by appropriate motion after notice and hearing requiring the Debtors to cease using Cash Collateral. A copy of the order and the six-month budget is available for free at https://bit.ly/3cShACO from PacerMonitor.com. About Beta Music Group, Inc. Beta Music Group, Inc. through its operating subsidiary Get Credit Healthy -- http://www.getcredithealthy.com/-- utilizes its proprietary processes, platform, and software to integrate with lenders to make it easier to recapture leads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12199) on March 5, 2021. In the petition signed by Elizabeth Karwowski, president, the Debtor disclosed $802,688 in assets and $1,336,478 in liabilities. Judge Scott M. Grossman oversees the case. Grace E. Robson, Esq., at Markowitz, Ringel, Trusty & Hartog, P.A., is the Debtor's counsel. BLOOMIN' BRANDS: Moody's Rates Proposed $1BB Secured Loans 'Ba2' ---------------------------------------------------------------- Moody's Investors Service affirmed Bloomin' Brands, Inc.'s B1 corporate family rating and B1-PD probability of default rating. In addition, Moody's upgraded Bloomin' Brands senior secured revolving credit facility rating and senior secured term loan A rating to Ba2 from Ba3. Moody's also assigned a Ba2 rating to Bloomin' Brands proposed $800 million senior secured revolving credit facility and $200 million term loan A. Moody's also assigned a B2 rating to the company's proposed $300 million senior unsecured note offering and upgraded the Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The company's outlook is negative. The proposed financing will extend the maturities of the $800 billion revolver and $200 million term loan A to 2026. Proceeds from the $300 million of unsecured notes will be used to repay $225 million of term loan A debt and $75 million of outstanding revolver borrowings. "The affirmation reflects our expectation that Bloomin' Brands operating performance will gradually improve in 2021 and result in stronger credit metrics and improved liquidity." stated Bill Fahy, Moody's Senior Credit Officer. Moody's expects the trends in same store sales to improve in 2021 due to easier comparisons to prior year and as restrictions begin to lessen on a sustained basis over time. "Bloomin' Brands good liquidity is expected to provide it with the ability to manage the uncertainties that still exist due to continued government restrictions as it reduces leverage to be in line with its net lease adjusted leverage (as calculated by Bloomin' Brands) target of 3.0x," Fahy added. The upgrade of the speculative grade liquidity rating to SGL-2 reflects Bloomin' Brands $800 million revolver that is expected to be largely undrawn, reasonable cash balances and positive free cash flow. The upgrade of the Term Loan A and revolving credit facility reflect the reduction in total secured debt in the pro forma capital structure as well as the issuance of the unsecured notes that increase the amount of liabilities that are junior too and provides additional support for the higher bank facility ratings. However, in the event the amount of secured debt increased materially from currently proposed levels ($800 million revolver and $200 term loan A) the B2 rating on the $300 million senior unsecured notes could be negatively impacted. The negative outlook reflects the uncertainty with regards to the potential length and severity of restrictions which could delay Bloomin' Brands ability to reduce leverage to under 5.5 times and strengthen coverage to above 1.5 times (as calculated by Moody's) on a sustained basis by the end of 2021. The outlook also takes into account the negative impact on consumers ability and willingness to spend on eating out until the crisis materially subsides. Upgrades: Issuer: Bloomin' Brands, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from Ba3 (LGD3) Affirmations: Issuer: Bloomin' Brands, Inc. Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Assignments: Issuer: Bloomin' Brands, Inc. GTD Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD2) GTD Senior Secured Term Loan, Assigned Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Outlook Actions: Issuer: Bloomin' Brands, Inc. Outlook, Remains Negative RATINGS RATIONALE Bloomin' Brands B1 CFR is supported by its high level of brand awareness of its four brands (Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and Wine Bar) and its focus on off-premise, To-Go, and third party delivery services. Bloomin' Brands also benefits from its large and diversified asset base with 1,474 spread across the US and with about 20% located internationally and its good liquidity. The B1 is constrained by the impact of the coronavirus pandemic on Bloomin Brands' operating results which has resulted in very high leverage and weak coverage as of the end of 2020. The restaurant sector has been one of the sectors most significantly affected by the coronavirus outbreak given its exposure to widespread location restrictions and closures as well as its sensitivity to consumer demand and sentiment. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Bloomin' Brands board of directors is a good mix of industry and industry related experience, as well as directors with large company experience and varied periods of board tenure. Bloomin' Brands board has 10 members, 8 of which are independent. Restaurants by their nature and relationship with sourcing food and packaging, as well as an extensive labor force and constant consumer interaction are deeply entwined with sustainability, social and environmental concerns. As part of that commitment, Bloomin' Brands has an Advisory Council, comprised of independent scientists and leading authorities who advise it on animal welfare and sustainability practices. While this may not directly impact the credit, they impact brand image and result in a more positive view of the brand overall. Restaurants are deeply entwined with sustainability, social and environmental concerns given their operating model with regards to sourcing food and packaging, as well as having an extensive labor force and constant consumer interaction. While these may not directly impact the credit, these factors could impact brand image and change consumer perception of the brand overall. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could result in a stable outlook include a clear plan and time line for the lifting of restrictions on restaurants that result in a sustained improvement in operating performance, liquidity and credit metrics. Whereas an upgrade would require a sustained strengthening of operating performance that resulted in leverage of around 4.5 times, coverage of about 2.5 times and good liquidity. Factors that could result in a downgrade include an inability to reduce leverage or increase coverage despite a lifting of restaurant restrictions and a subsequent recovery in earnings and liquidity. Specifically, ratings could be downgraded in the event debt to EBITDA exceeded 5.5 times or EBIT coverage of interest remained below 1.5 times on a sustained basis. Bloomin' Brands owns and operates a diversified base of casual dining concepts which include Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and Wine Bar. Annual revenues were approximately $3.2 billion for the LTM period ending December 2020. The principal methodology used in these ratings was Restaurant Industry published in January 2018. BOEING CO: Wants the $1-Bil. 737 Max 8 Suit Kept In Federal Court ----------------------------------------------------------------- Law360 reports that Boeing asked an Illinois federal court on Wednesday, April 7, 2021, to reconsider its decision to send a $1 billion suit over its 737 Max 8 jets back to state court, saying more recent decisions and the plaintiffs' bankruptcy should keep the case at the federal level. In the motion, The Boeing Co. pointed to a number of decisions from Seventh Circuit courts, including the same district as the present case, that gave approval to the "snap removal" of lawsuits. About Boeing Co. Chicago-based The Boeing Company (NYSE: BA) is the world's largest aerospace company and leading provider of commercial airplanes, defense, space and security systems, and global services. As a top U.S. exporter, the company supports commercial and government customers in more than 150 countries. Boeing employs more than 160,000 people worldwide and leverages the talents of a global supplier base. Building on a legacy of aerospace leadership, Boeing continues to lead in technology and innovation, deliver for its customers and invest in its people and future growth. * * * The aviation industry has been severely affected by the economic shutdowns and travel restrictions brought by the Coronavirus pandemic. Even before the outbreak, Boeing has been burning a lot of cash by continuing to pay its suppliers and employees without much revenue as its 737 Max is still grounded. The 737 Max grounding followed two fatal crashes for that new model last year. Now with the pandemic, airlines are now deferring orders since the virus has brought global travel to a near standstill. Boeing in April 2020 raised US$25 billion in a bond offering that allowed the company avoid taking government aid. BRAZOS ELECTRIC: Claimant Drops Bid to Form Separate Tort Panel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas granted the motion filed by Larry Duane Ford, a personal injury claimant, to withdraw his motion requesting the appointment of a separate tort claimants' committee in Brazos Electric Power Cooperative, Inc.'s Chapter 11 case. The court granted the motion "without prejudice" to the issue of the U.S. Trustee for Region 6 either filling the vacancy or reconstituting the four-member unsecured creditors' committee that was appointed in Brazos' bankruptcy case to the original five-member committee. Mr. Ford withdrew his request for appointment of a separate tort claimants' committee following consultation with the U.S. Trustee and the official unsecured creditors' committee. The U.S. Trustee initially appointed a five-member unsecured creditors' committee, three of which are tort claimants. One of these tort claimants eventually resigned. About Brazos Electric Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. Brazos Electric hired Norton Rose Fulbright and Dallas partner Louis Strubeck, to lead its restructuring effort. Lawyers say that Foley & Lardner LLP bankruptcy partner Holland O'Neil is also advising Brazos Electric. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. BSL TRANSPORT: Seeks to Hire Diller and Rice as Legal Counsel ------------------------------------------------------------- BSL Transport Leasing Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its rights, powers and duties in its Chapter 11 case; (b) advising and assisting the Debtor in the preparation of its bankruptcy schedules and statement of financial affairs; (c) assisting and advising the Debtor in connection with the administration of the case; (d) analyzing the claims of creditors and negotiate with such creditors; (e) investigating the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and the Debtor's business; (f) advising the Debtor and negotiating with respect to the sale of its assets; (g) investigating, filing and prosecuting litigation on behalf of the Debtor; (h) proposing a plan of reorganization; (i) appearing and representing the Debtor at hearings, conferences and other proceedings; (j) preparing or reviewing motions, applications, orders and other documents filed with the court; (k) instituting or continuing any appropriate proceedings to recover assets of the estate; (l) other legal services. Diller and Rice will be paid at these rates: Steven L. Diller $315 per hour Raymond L. Beebe $315 per hour Eric R. Neuman $285 per hour Adam J. Motycka $200 per hour The firm received a retainer in the amount of $6,500 from the Debtor, of which $1,738 was used to pay the filing fee. Steven Diller, Esq., attorney at Diller and Rice, 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. Diller and Rice can be reached at: Steven L. Diller, Diller and Rice, LLC 124 East Main Street Van Wert, OH 45891 Phone: (419) 238-5025 Fax:(419) 238-4705 Email: Steven@drlawllc.com About BSL Transport Leasing Formed in 2007, BSL Transport Leasing Inc.'s primary assets are trucks and trailers, which it then leases to a related company, IRM Express, LLC. BSL Transport Leasing filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30507) on March 26, 2021. Peggy Toedter, treasurer, signed the petition. In the petition, the Debtor disclosed $654,700 in assets and $5,957,352 in liabilities. Judge John P. Gustafson oversees the case. Steven L. Diller, Esq., at Diller and Rice, LLC, serves as the Debtor's counsel. C.R.M. OF SPARTA: Seeks to Hire Boyer Terry as Legal Counsel ------------------------------------------------------------ C.R.M. of Sparta, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Terry, 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 property; (b) preparing legal papers; (c) prosecuting existing litigation and conducting examinations incidental to the administration of the Debtor's estate; (d) taking the necessary actions for the proper preservation and administration of the estate; (e) assisting in the preparation and filing of a statement of financial affairs, bankruptcy schedules and lists; (f) taking whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, including cash collateral; (g) asserting claims that the Debtor may have against others; (h) assisting the Debtor in connection with claims for taxes made by governmental units; and (i) other legal services. The Debtor paid a pre-bankruptcy advance deposit of $10,000. The amount of $1,591 was used to pay the firm's pre-bankruptcy services while $1,769.35 was used to pay the filing fee. The firm will charge $300 to $370 per hour for attorney's time and $100 per hour for paralegal time. Wesley Boyer, Esq., a partner at Boyer Terry, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wesley J. Boyer, Esq. Boyer Terry, LLC 348 Cotton Avenue, Suite 200 Macon, Georgia 31201 Tel: (478) 742-6481 Email: Wes@BoyerTerry.com About C.R.M. of Sparta C.R.M. of Sparta, LLC, a Bolingbroke, Ga.-based company that operates a skilled nursing facility, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-50200) on March 5, 2021. Michael E. Winget, Sr., managing member, signed the petition. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge James P. Smith oversees the case. Wesley J. Boyer, Esq., at Boyer Terry, LLC serves as the Debtor's legal counsel. C.R.M. OF WARRENTON: Seeks to Hire Boyer Terry as Legal Counsel --------------------------------------------------------------- C.R.M. of Warrenton, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Terry, 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 property; (b) preparing legal papers; (c) prosecuting existing litigation and conducting examinations incidental to the administration of the Debtor's estate; (d) taking the necessary actions for the proper preservation and administration of the estate; (e) assisting in the preparation and filing of a statement of financial affairs, bankruptcy schedules and lists; (f) taking whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, including cash collateral; (g) asserting claims that the Debtor may have against others; (h) assisting the Debtor in connection with claims for taxes made by governmental units; and (i) other legal services. The firm will charge $300 to $370 per hour for attorney's time and $100 per hour for paralegal time. The Debtor paid a pre-bankruptcy advance deposit of $10,000. The amount of $1,591 was used to pay the firm's pre-bankruptcy services while $1,769.35 was used to pay the filing fee. Wesley Boyer, Esq., a partner at Boyer Terry, 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. Wesley J. Boyer can be reached at: Wesley J. Boyer, Esq. Boyer Terry, LLC 348 Cotton Avenue, Suite 200 Macon, Georgia 31201 Tel: (478) 742-6481 Email: Wes@BoyerTerry.com About C.R.M. of Warrenton C.R.M. of Warrenton, LLC is a Bolingbroke, Ga.-based company that operates in the health care industry. C.R.M. of Warrenton filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-50201) on March 5, 2021. Michael E. Winget, Sr., managing member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Wesley J. Boyer, Esq., at Boyer Terry, LLC, serves as the Debtor's counsel. CENTURIA FOODS: Seeks to Hire Lvovich & Szucsko as Special Counsel ------------------------------------------------------------------ Centuria Foods, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Lvovich & Szucsko, P.C. as its special litigation counsel. The Debtor requires legal assistance to get a restraining order against Trace Adams, a principal of HF Solutions LLC and HTC Inc., who allegedly made physical threats to Slavik Nenaydokh, the Debtor's designated responsible person, as a result of a contract dispute. HF Solutions and HTC are counterparties to a remediation agreement with the Debtor. The firm will be paid at these rates: Partners $450 per hour Of Counsel $395 - $450 per hour Associates $415 per hour Paraprofessionals $55 - $275 per hour As disclosed in court filings, Lvovich & Szucsko and its attorneys are "disinterested persons" pursuant to Sections 327(a) and 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew C. Zirzow, Esq. Lvovich & Szucsko, P.C. 50 Osgood Place Suite 500 San Francisco, CA 94133 Phone: 415-392-2560 Fax: 415-391-4060 About Centuria Foods Inc. Centuria Foods -- https://centuriafoods.com -- manufactures and sells a full-spectrum of CBD oil products. Centuria Foods filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-50046) on Jan. 20, 2021. The petition was signed by Slavik Nenaydokh, officer, director and designated responsible person. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Bruce T. Beesley presides over the case. Larson & Zirzow, LLC and Hutchison & Steffen serve as the Debtor's bankruptcy counsel and special counsel, respectively. CENTURY ALUMINUM: S&P Rates New $250MM Senior Secured Notes 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to Chicago-based aluminum producer Century Aluminum Co.'s proposed $250 million senior secured notes due 2028. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. In addition, the company intends to issue a $75 million unsecured convertible note (unrated) due 2026. The company plans to use the proceeds from these issuances to repay the existing Senior Secured Notes due 2025, repay the outstanding revolver balance, for general corporate purposes, including funding Mt. Holly restart project. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '2' recovery rating to Century's proposed $250 million senior secured notes due 2025. The issue-level rating is one notch above our issuer credit rating on the company. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. -- S&P assesses Century's recovery prospects on the basis of a gross reorganization value of approximately $380 million, which reflects about $70 million of emergence EBITDA and a 5.5x multiple. -- The $70 million of emergence EBITDA incorporates our standard assumptions for minimum capital expenditure (at 2% of sales) and its standard 15% cyclicality adjustment for issuers in the metals and mining downstream sector. -- The 5.5x multiple is in line with the multiples S&P uses for other companies in the metals and mining downstream sector. -- S&P's recovery analysis assumes that in a hypothetical bankruptcy scenario, 60% of Century's asset-based lending (ABL) facilities would be drawn (subject to borrowing base constraints). -- As such, S&P assumes about $70 million of borrowings will be outstanding under Century's unrated $175 million U.S. ABL facility and $30 million under its unrated Iceland ABL facility (net of outstanding letters of credit [LOCs] and including about $8 million of LOCs that back Century's industrial revenue bonds, which we assume would be drawn). -- Notably, S&P's recovery analysis also adjusts for the inclusion of the company's tax-adjusted pension deficit (three-year average), which--at more than 10% of its total debt claims at default--it deems material. This reduces its estimate of Century's gross enterprise value by approximately $64 million. Simulated default assumptions -- S&P said, "In our view, a default scenario would most likely involve a prolonged period of depressed primary aluminum prices, similar to the environment in 2015, coupled with increased energy and raw material costs. As its revenue steadily decreases amid these conditions, the company would have to fund its operating losses and debt service with available cash and ABL facility borrowings. Eventually, the company's liquidity and capital resources would become strained to the point that it would have to seek bankruptcy protection, which we assume would occur sometime in 2023." -- Year of default: 2023 -- Emergence EBITDA: $70 million -- EBITDA multiple: 5.5x -- Gross recovery value: $380 million Simplified waterfall -- Net recovery value for waterfall after administrative expenses (5%) and pension deficits ($64 million): $295 million -- Obligor/nonobligor valuation split: 60%/40% -- Priority claims: ABL facility--about $70 million; foreign debt adjustments: Iceland revolving credit facility--about $30 million -- Remaining recovery value: $195 million -- Senior secured notes claims: $260 million --Recovery expectations: 70%-90% (rounded estimate: 70%) Note: All estimated claim amounts include approximately six months of accrued but unpaid interest. CHESAPEAKE ENERGY: New Suit Must Concentrate on Post-Ch. 11 Rights ------------------------------------------------------------------ Law360 reports that a Texas bankruptcy judge told Chesapeake Energy that he's ready to allow a contract dispute with another oil and gas driller to proceed in Pennsylvania court, but only as long as the parties focus on post-bankruptcy issues. At a virtual hearing U.S. Bankruptcy Judge David Jones told Chesapeake and Epsilon Energy USA that he believes their dispute over a Epsilon's right to drill in a Pennsylvania oil and gas field should be heard in that state, but that the parties will have to limit themselves to the question of what their current contract rights are. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CHRISTOPHER & BANKS: Seeks Ch. 7 Due to Failure to Pay Admin. Fees ------------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that Christopher & Banks Corp. is seeking to convert its bankruptcy case to a Chapter 7 liquidation after selling off store inventory and all other assets. The women's clothing retailer, which had filed Chapter 11, no longer can pay its administrative expenses, it told the U.S. Bankruptcy Court for the District of New Jersey Wednesday, April 7, 2021. The company "made every effort" to maximize the bankruptcy estate's value, and had been hopeful it could confirm a Chapter 11 liquidation plan, it said. About Christopher & Banks Corporation Christopher & Banks Corporation (OTC: CBKC) is a Minneapolis-based specialty retailer featuring exclusively designed privately branded women's apparel and accessories. As of Jan. 13, 2021, the company operates stores in 44 states consisting of 315 MPW stores, 76 outlet stores, 31 Christopher & Banks stores, and 28 stores in its women's plus size clothing division CJ Banks. It also operates the www.ChristopherandBanks.com eCommerce website. Christopher & Banks and two affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 21-10269) on Jan. 13, 2021. As of Dec. 14, 2020, Christopher & Banks had $166,396,185 in assets and $105,639,182 in liabilities. Judge Andrew B. Altenburg Jr. oversees the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel, BRG, LLC as financial advisor, and B. Riley Securities Inc. as investment banker. Omni Management Solutions is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones LLP and Kelley Drye & Warren LLP as its legal counsel, and FTI Consulting, Inc., as its financial advisor. CMC MATERIALS: S&P Upgrades ICR to 'BB+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on CMC Materials Inc. (formerly Cabot Microelectronics Corp.) to 'BB+' from 'BB'. The outlook is stable. S&P said, "At the same time, we raised our 'BB+' issue-level ratings to 'BBB-' on the company's senior secured credit facility (consisting of a $200 million revolver and secured term loan of which approximately $933 million is outstanding as of Dec. 31, 2020). The recovery rating remains '2'. "We believe CMC's earnings and credit measurers will continue to improve in fiscal 2021, supported by a recovering global economy and favorable technology trends. CMC's electronic materials segment showed resiliency and remained strong through 2020, benefitting from secular technology trends such as the adoption of 5G and the shift to work from home. At the same time, the company's performance materials business did see an impact from COVID-19-related shutdowns affecting the drag-reducing additives (DRA) business as it is tied to oil. Overall, however, the company was able to maintain strong credit measures above our previous expectations. S&P Global now projects 6.5% U.S. GDP growth in 2021, which will further support 2021 improvement for CMC. We expect that the company will continue to see improvement from its electronic materials segment driven by demand for its CMP Slurries and CMP Pads as demand for memory improves and the logic and foundry segments continue to strengthen. As the technology and industry becomes more advanced and sophisticated, the need for CMC products increases which should lead to continued improvement in the electronic materials segment. "We expect the performance materials busines to show a slight rebound in 2021 and expect the contribution from the wood treatment segment beyond early 2022. The company's DRA business, which is operated from a plant in Waller, Texas, continues to lag as the result of the pandemic and COVID-19-related shutdowns as it has direct ties to the oil industry. In addition, we expect the company to have some negative impact from the February 2021 Texas cold weather, but given global recovery expectations, we expect the business to see a recovery in 2021. In addition, the company's wood treatment business will further support growth in the performance materials business in 2021. However, the company has publicly stated its plans to exit this business beyond 2021 due to its plant location and environmental issues. "We continue to believe the company is well-positioned to benefit from key technology transitions. CMC should see a benefit from the increase in the number of layers in 3D NAND (a type of flash memory) and the move to 10-nanometer production or below in advanced logic devices. Additionally, the trend for working from home and 5G adoption will further benefit CMC. The company's performance materials business will benefit from an increase in aging pipelines, causing an increase in valve-lubricant use and DRAs to improve flow and throughput. With regard to the electronic chemicals segment, the combined CMC business has long-standing relationships with large customers like Samsung Electronics Co. Ltd., Intel Corp., and Taiwan Semiconductor Manufacturing Co. Ltd. (TSMC) and because of the technical wherewithal required for these chemical applications, there are significant barriers to entry. While we view the company's meaningful customer concentration as a risk factor, its long-standing relationships and these barriers to entry help offset some of the risk. "We expect CMC to maintain prudent financial policies, and we forecast weighted average FFO to debt of 30%-45%. In contrast to our previous expectations of FFO to debt of below 30%, we now believe that CMC's credit measures will remain between 30%-45%, with weighted average debt to EBITDA below 3x, stronger than our previous expectation. The company capital structure consists of a term loan B (approximately $933 million outstanding as of Dec. 31, 2020) due in 2025 and a $200 million revolver due 2023. "The stable outlook reflects our expectation that CMC's credit metrics, including FFO to total debt, will remain appropriate for the rating, comfortably between 30%-5% over the next 12 months. We believe the company will continue to generate strong free cash flow. Our base-case assumptions include GDP growth of 6.5% in the U.S., 4.2% in the eurozone, and about 7.3% in the Asia-Pacific region over the next year. "We could take a negative rating action in the next 12 months if weaker-than-expected end-market demand caused FFO to debt to fall near 30% for consecutive quarters. This could occur if the semiconductor industry environment were to experience prolonged softness, the company faced increased competition or large lost volumes in its DRA business, or the loss of one or more key customers led to EBITDA margins falling by 500 basis points (bps). In addition, we could take a negative rating action if the company pursues any large debt-funded shareholder rewards or acquisitions. "Although unlikely, we could take a positive rating action on CMC over the next 12 months if we believe it can operate consistently and comfortably with FFO to debt above 45%, while maintaining strong liquidity. Further we would need to see sustained business improvement, even after factoring in the upcoming wood business exit, with the financial improvement supporting that. Other factors that could lead to improved credit measures include better than expected performance in the company's electronic chemicals and DRA businesses." CMG CAPITAL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 21 on April 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CMG Capital, LLC. About CMG Capital CMG Capital, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12013) on Feb. 27, 2021. Steven Suh, member, signed the petition. In the petition, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Jay A. Cristol oversees the case. Nathan G. Mancuso, Esq., at Mancuso Law, PA, serves as the Debtor's counsel. CNX RESOURCES: S&P Alters Outlook to Positive, Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings revised its rating outlook on U.S.-based exploration and production (E&P) company CNX Resources Corp. to positive from stable. S&P affirmed its 'B+' issuer credit rating. The positive outlook reflects the likelihood of an upgrade if S&P expects FFO to debt to remain well above 30% on a sustained basis. S&P said, "We expect credit measures to improve, with FFO to debt just above 30% in 2021 and 2022, and debt to EBITDA about 2.5x. We expect production to increase about 10% in 2021 (CNX curtailed production in response to low demand and weak prices in 2020) and remain stable in 2022. We forecast the company will generate free cash flow of $350 million-$400 million annually under our price assumptions and our expectation of much lower capital spending (about $450 million-$400 million annually). We note CNX has 90% of its expected gas production in 2021 and 70% of its 2022 volumes hedged at favorable prices, which provides strong protection to cash flows. Risks to our forecasts include higher spending or a more shareholder-oriented financial policy. "We believe CNX has one of the best cost positions among Appalachian peers. While its size and scale somewhat lag behind the largest peers in the basin, CNX posts cash operating costs (excluding general and administrative) of about 70-75 cents per thousand cubic feet equivalent (mcfe), while peers typically have cash operating costs well over $1/mcfe. We believe the downstream integration with fully owned subsidiary CNX Midstream Partners L.P. is the main reason. Stronger margins should support free cash flow, and we expect the company to generate meaningfully higher free cash flow on a per-unit basis than peers." CNX has a solid debt maturity profile after executing several capital market transactions and using proceeds from a tax refund and free operating cash flow to reduce debt in 2020. The company's revolving credit facility, with $1.775 billion in commitments and borrowing base, matures in 2024. About $161 million was drawn at year-end 2020. The next large debt maturities are not due until 2026 when $745 million of senior notes at CNX and CNXM mature. S&P said, "The positive outlook reflects the likelihood of an upgrade if we expect FFO to debt to improve to well above 30% on a sustained basis. We anticipate this ratio will be just above 30% in 2021 and 2022, and to strengthen further in 2023. "We could lower the issuer credit rating if we forecast CNX's leverage will weaken over the next two years, such that projected FFO to debt approaches 20% and debt to EBITDA remains well above 3x on a sustained basis." This would most likely happen if gas price realizations deteriorate, or if capital spending rises without a commensurate increase in production. An upgrade would require stronger leverage measures, including projected FFO well above 30% and debt to EBITDA well below 3x on a sustained basis. The company could achieve these credit measures if it meets its natural gas production targets while containing costs and improving gas price realizations. COLLECTED GROUP: Unsecureds Out of Money in Prepack Plan -------------------------------------------------------- The Collected Group, LLC, et al., submitted a Plan and a Disclosure Statement. The Debtors elected to pursue a prepackaged restructuring in the weeks leading up to the solicitation period because the Debtors believe a prepackaged plan will maximize value by minimizing the costs of restructuring, and the impact on, the Debtors' businesses. Among other things, the Debtors intend to seek relief from the Bankruptcy Court which will allow them to forgo filing schedules of assets and liabilities or statements of financial affairs, which will provide them with significant cost savings. Thus, the Debtors believe that the Plan represents the most efficient route to effectuate their restructuring and will place the Debtors, their trade partners, and other stakeholders in an optimal position going forward. The Debtors currently owe approximately $145.8 million in outstanding principal amount under the Prepetition Secured Credit Facility Agreement and approximately $39.5 million in outstanding unpaid principal amount under the Prepetition Unsecured Loan Agreement. The Debtors expect that Wells Fargo will draw upon the KKR-GB Backstop Letter of Credit prior to the commencement of the Debtors' Chapter 11 Cases, recovering 100% on account of the Prepetition Unsecured Loans and triggering the Backstop Obligations, thereby increasing the total outstanding principal amount of the Prepetition Secured Credit Facility Claims to approximately $185.6 million. Accordingly, the Debtors expect that, as of the commencement of their Chapter 11 Cases, the Prepetition Secured Credit Facility Claims will include the following outstanding principal amounts: (a) approximately $54,540,607 of First Priority Secured Claims, including (i) $4,612,648 of Bridge Term Loans, (ii) $5,427,959 of Eighth Amendment Term Loans, (iii) $3,000,000 of Twelfth Amendment Term Loans, (iv) $2,000,000 of Thirteenth Amendment Term Loans, and (v) $39,500,000 of Backstop Obligations; (b) $104,513,066 of Second Priority Secured Claims, including (i) $85,087,574 of Initial Term A Loans and (ii) $19,425,492 of Delayed Draw Term Loans; and (c) $26,496,854 of Third Priority Secured Claims (the Initial Term B Subordinated Loans). The Plan provides for the treatment of Claims against and Interests in the Debtors through, among other things: (1) the issuance of New Common Equity and the New Preferred Equity; and (2) conversion of certain Claims into loans under the Exit Facility. The Plan specifically provides: * On the Effective Date, (i) any outstanding DIP Payments shall be paid in full in Cash and (ii) the remaining DIP Facility Claims shall be converted into Exit Facility Loans; * Holders of Allowed First Priority Secured Claims shall receive their Pro Rata share of: (i) $14,500,000 of Exit Facility Loans; (ii) 100% of the New Preferred Equity; and (iii) 95% of the New Common Equity, subject to dilution by the MIP Equity; * Holders of Allowed Second Priority Secured Claims shall receive their Pro Rata share of 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, whether surrendered for cancellation or otherwise, 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 shall be canceled, released, and discharged and shall be of no further force and effect, whether surrendered for cancellation or otherwise, 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, whether surrendered for cancellation or otherwise, and each holder of an Existing Equity Interest shall not be entitled to receive any distribution under the Plan on account of such Interest; * Intercompany Claims and Intercompany Interests may be Reinstated as of the Effective Date or, at the Debtors' or the Reorganized Debtors' option, be canceled, and no distribution shall be made under the Plan on account of such Claims; and * Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and Allowed Professional Claims shall be (1) paid in full in Cash, (2) Reinstated, or (3) otherwise rendered Unimpaired, as applicable. On the Effective Date, the Debtors will effectuate the Restructuring Transactions by, among other things: (1) entering into the Exit Facility; (2) issuing the New Common Equity and the New Preferred Equity to the holders of First Priority Secured Claims and Second Priority Security Claims, as applicable, in accordance with Article III of the Plan; and (3) entering into all related documents to which the Reorganized Debtors are contemplated to be a party on the Effective Date. All such documents shall become effective in accordance with their terms and the Plan. A copy of the Disclosure Statement is available at https://portal-redirect.epiq11.com/TCA/document/GetDocument.aspx?DocumentId=3880058 Counsel for the Debtor: Brian S. Hermann John T. Weber Brian Bolin PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Pauline K. Morgan Andrew L. Magaziner Joseph M. Mulvihill YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 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. CROWN SUBSEA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Crown Subsea Communications Holding Inc. (SubCom). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the proposed $730 million term loan and $100 million revolving line of credit. S&P's '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of a payment default. S&P said, "The stable outlook reflects the company's significant market share and expected demand for deep sea cables driven by increased internet adoption in new regions, online media consumption, and data center proliferation. We also forecast stable margins this year, resulting in S&P Global Ratings-adjusted debt to EBITDA of about 4x at year-end 2021." On April 5, 2021, SubCom, a long-haul subsea fiber optic cable services provider, announced its plan to pay a $924 million dividend to its financial sponsor, Cerberus Capital Management, partly funded by a proposed $730 million term loan and cash on its balance sheet. S&P said, "We forecast revenue and earnings will benefit from the growing demand for data and connectivity over the next few years, despite some recent contract-in-force delays. Performance has improved since revenue dipped in mid-2020 due to large cable project delays. We expect revenue will continue to rebound as the company executes on its robust backlog and adds new projects as customers continue capital spending in the subsea fiber optic cable market. SubCom generates most of its revenue from fixed-price contracts, which entail above-average risk--in our view--and could lead to future earnings volatility. Through its fixed-price contracts, SubCom is exposed if unanticipated additional project costs arise. However, in our base case forecast, we assume higher-margin cable work through the next year should keep EBITDA margins stable in the mid- to high-teens percent area. "We forecast that credit metrics will weaken in 2021 from 2020 levels due to the proposed dividend recapitalization transaction. However, we expect free operating cash flow (FOCF) will remain positive. Pro forma for the transaction, we expect debt to EBITDA will increase to about 4x at year-end 2021. As the company satisfies backlogged work, we assume a cash outflow of working capital, resulting in FOCF to debt of about 3%. Following company investments in recent years, we expect maintenance capital expenditures (capex) to remain relatively low moving forward, which should benefit FOCF over time." SubCom benefits from its position as a vertically integrated provider, with both manufacturing capabilities and a fleet of vessels. S&P said, "As such, we assume SubCom will maintain its global market share of about 40%. In this market, the company has a track record and good market share on the transatlantic cable route and a good presence in the transpacific, Americas, and Europe-Asia markets. However, in our view, SubCom has limited scale and diversity compared with its larger peers in the broader engineering and construction (E&C) industry due to the relatively small size of its niche market, which exposes the company to revenue and earnings volatility should unexpected swings arise in end-market demand. In addition, we believe the company has a high customer concentration because of the capital intensity of the projects in its target market. However, we note that the company's top customers can change from year to year as it completes new system work (about 80% of total revenue) and begins new projects." The stable outlook reflects continued demand for subsea cables, with revenue that should benefit from the company's recent backlog bookings. Pro forma for the transaction, S&P expects debt to EBITDA of about 4x and FOCF to debt of about 3% in 2021. S&P said, "We could lower our ratings on SubCom if adjusted debt to EBITDA increases above 6x or if we expect the FOCF-to-debt ratio to fall below 3% on a sustained basis. This could occur if the company encounters unforeseen execution issues on a large project, decreasing EBITDA margins materially beyond our expectations. "We could raise our ratings on SubCom if the company demonstrates a track record of debt to EBITDA below 4x, with FOCF to debt above 10%, on a sustained basis, and if we believe that the company and its financial sponsor are committed to maintaining financial policies that will support this level of credit metrics." CTI BIOPHARMA: Signs $56M Underwriting Deal With Stifel, JMP ------------------------------------------------------------ CTI BioPharma Corp. entered into an underwriting agreement with Stifel Nicolaus & Company, Incorporated and JMP Securities LLC, as representatives of the underwriters, relating to the offer and sale of 14,260,800 shares of the Company's common stock, par value $0.001 per share, at a public offering price of $2.50 per share, and 600 shares of the Company's Series X1 convertible preferred stock, par value $0.001 per share, at a public offering price of $25,000 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,139,120 shares of its Common Stock on the same terms and conditions. On April 5, 2021, the Underwriters exercised the Option in full. The aggregate gross proceeds to the Company from the Offering and the Option are approximately $56.0 million, before deducting underwriting discounts and estimated offering expenses. The securities were issued pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-251161), filed with the Securities and Exchange Commission on Dec. 7, 2020 and declared effective on Dec. 15, 2020. On March 31, 2021, the Company filed a prospectus supplement with the SEC in connection with the Offering. The Offering and the Option closed on April 6, 2021. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of such liabilities. Amendments to Articles of Incorporation On April 5, 2021, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series X1 Convertible Preferred Stock with the Secretary of State of the State of Delaware, in connection with an Offering. The Certificate of Designation provides for the issuance of shares of the Company's Series X1 Preferred Stock. In the event of the Company’s liquidation, dissolution or winding up, holders of Series X1 Preferred Stock will participate pari passu with any distribution of proceeds to holders of the Company's Common Stock. Holders of Series X1 Preferred Stock are entitled to receive dividends on shares of Series X1 Preferred Stock equal (on an as-converted to Common Stock basis, without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation)) to and in the same form as dividends actually paid on shares of Common Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Junior Securities (as defined in the Certificate of Designation). Shares of Series X1 Preferred Stock generally have no voting rights, except as otherwise expressly provided in the Certificate of Designation or as otherwise required by law. However, as long as any shares of Series X1 Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series X1 Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X1 Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X1 Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further shares of Series X1 Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series X1 Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. Each share of Series X1 Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into the number of shares of Common Stock determined with reference to the Conversion Ratio (as defined in the Certificate of Designation), subject to certain limitations, including that a holder of Series X1 Preferred Stock is prohibited from converting shares of Series X1 Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $52.45 million for the year ended Dec. 31, 2020, compared to a net loss of $40.02 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $58.24 million in total assets, $18.21 million in total liabilities, and $40.03 million in total stockholders' equity. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CYTODYN INC: Mahboob Rahman No Longer Serves as CSO --------------------------------------------------- CytoDyn Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the last day of employment of Mahboob U. Rahman, M.D., Ph.D, the company's chief scientific officer, was April 5, 2021. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. CytoDyn reported a net loss of $124.40 million for the year ended May 31, 2020, compared to a net loss of $56.19 million for the year ended May 31, 2019. As of Nov. 30, 2020, the Company had $143.76 million in total assets, $150.29 million in total liabilities, and a total stockholders' deficit of $6.53 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2020, citing that the Company incurred a net loss for the year ended May 31, 2020 and has an accumulated deficit of approximately $354,711,000 through May 31, 2020, which raises substantial doubt about its ability to continue as a going concern. DEGROFF RX: Court Confirms Second Amended Plan ---------------------------------------------- Judge James J. Tancredi has entered an order confirming the Second Amended Plan of DeGroff RX, LLC. The Effective Date of the Second Amended Plan is April 16, 2021. All requests for payments of administrative expenses shall be filed within 60 days of the date of this Order. The Debtor shall notify the Pharmacy Benefit Managers within 7 days of the entry of the Plan Confirmation Order and the Second Amended Plan and that such Pharmacy Benefit Managers have not been treated as claimants under the Second Amended Plan. The Debtor shall file a Final Report with an Application for Final Decree no later than June 1, 2021, unless the time is extended by the Court. About DeGroff RX DeGroff RX, LLC, a long-term care pharmacy in New Britain, Conn., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 20-21162) on Sept. 28, 2020. Todd DeGroff, member, signed the petition. At the time of the filing, the Debtor had total assets of $443,999 and liabilities of $6,483,521. Judge James J. Tancredi oversees the case. Zeides, Needle & Cooper, P.C. is the Debtor's legal counsel. DGWB VENTURES: Claims to Be Paid in Full in Liquidating Plan ------------------------------------------------------------ DGWB Ventures, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Plan contemplates the liquidation of the Debtor's financial affairs and the repayment of all creditors' Allowed Claims in full. In sum, the Plan has the following structure: * The Plan is a liquidating plan and provides for the sale of substantially all of the Debtor's assets and payment for all Allowed Claims against the Debtor to be paid in full, including all Allowed Secured Claims, Allowed Priority Claims, and Allowed Unsecured Claims. * The source of payments to Creditors under the Plan include monetization of equity in the Debtor's Real Property and Personal Property by way of a Sale thereof. General unsecured claims are projected to total $62,221. The class will be paid in full. Attorneys for the Debtor: Michael B. Reynolds Andrew B. Still SNELL & WILMER L.L.P. 600 Anton Blvd, Suite 1400 Costa Mesa, California 92626-7689 Telephone: 714.427.7000 Facsimile: 714.427.7799 E-mail: mreynolds@swlaw.com astill@swlaw.com A copy of the Disclosure Statement is available at https://bit.ly/3cYPfLg from PacerMonitor.com. About DGWB Ventures DGWB Ventures, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of a fee simple title to a property located at 217 N Main St Santa Ana, California, with an appraised value of $7.3 million. DGWB Ventures filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10017) on Jan. 6, 2021. Jon Ernest Gothold, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $8,227,212 and total liabilities of $4,865,714. Judge Theodor C. Albert oversees the case. Snell & Wilmer LLP serves as the Debtor's counsel. DK PROPERTIES: May 27 Hearing on Disclosure Statement ----------------------------------------------------- Judge James R. Sacca has entered an order that the hearing on approval of the Disclosure Statement of DK Properties LLP will be on May 27, 2021, at 10:30 a.m. in Courtroom 103 of the United States Courthouse, 121 Spring Street SE, Gainesville, Georgia 30501 Objections to the Disclosure Statement shall be filed and served by no later than 4:00 p.m. on May 13, 2021. Pursuant to the Plan, Debtor will be dissolved and all existing interests in Debtor (including all issued and outstanding membership interests) will be extinguished and canceled. Class 3 General Unsecured totaling $16,000 will recover 100% of their claims. Each Holder of an Allowed General Unsecured Claim will receive payment of its claim in full on the Effective Date of the Plan, without interest. Class 3 is an Impaired Class and Holders of a Class 3 Claim are entitled to vote on the Plan. The proceeds from the sale of the Real Property will be held in escrow by counsel for Debtor or another attorney licensed to practice law and reasonably acceptable to the Class 1 Creditors and disbursed by such counsel in accordance with the terms of the Plan. Each Holder of an Allowed Class 6 Unsecured Claim will be paid in full no more than 90 days from the Effective Date. Each Claim shall accrue interest from the Effective Date on the unpaid balance of the Claim at the federal judgment interest rate in effect on the Effective Date. Attorneys for the Debtor: Charles N. Kelley, Jr. Kelley & Clements LLP P.O. Box 2758 Gainesville, Georgia 30503-2758 Tel: (770) 531-0007 E-mail: ckelley@kelleyclements.com A copy of the Order is available at https://bit.ly/2Otw7LV from PacerMonitor.com. A copy of the Disclosure Statement is available at https://bit.ly/3utboHl from PacerMonitor.com. About DK Properties DK Properties LLP, a Winder, Georgia-based company primarily engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20009) on Jan. 4, 2021. H. David Smith, the managing partner, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Kelley & Clements LLP serves as the Debtor's legal counsel. DOUBLE EAGLE III: S&P Places 'B-' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Double Eagle III Midco 1 LLC, including the 'B-' issuer credit rating and 'B' issue-level rating, on CreditWatch with positive implications, reflecting the likelihood of an upgrade following the close of the acquisition, which S&P expects to take place in the second quarter of 2021. U.S.-based oil and gas exploration and production company Pioneer Natural Resources Co. has announced the acquisition of Double Eagle in a transaction valued at $6.4 billion, including the assumption of about $0.9 billion of Double Eagle's debt and liabilities. The CreditWatch placement reflects the likelihood that S&P Global Ratings will upgrade Double Eagle after the close of its acquisition by higher-rated Pioneer Natural Resources (BBB/Stable/--), because S&P will likely view Double Eagle as a core subsidiary of Pioneer. The transaction has been approved by the board of directors of each company and is subject to customary closing conditions and regulatory approvals. S&P expects to resolve the CreditWatch after the acquisition closes in the second quarter of 2021. The CreditWatch positive placement reflects the likelihood that S&P will raise its ratings on Double Eagle when the deal closes, assuming the transaction is completed as proposed and there are no material changes to its current operating assumptions. ENCOREFX INC: Court Converts Case to CCAA Proceedings ----------------------------------------------------- On March 30, 2020, EncoreFX Inc. filed an assignment in bankruptcy pursuant to Section 49(1) of the Bankruptcy and Insolvency Act of Canada (the "BIA"). EY was appointed as the Licensed Insolvency Trustee, subject to affirmation of same at the First Meeting of Creditors. On March 30, 2021, the Supreme Court of British Columbia granted a request by EncoreFX's trustee to convert the bankruptcy proceeding of the EncoreFX Inc. to proceedings under the Companies Creditors Arrangement Act (Canada) as amended. The conversion order inter alia: (a) appointed Ernst & Young Inc. as Monitor in the CCAA Proceedings of the Company; (b) provided the Company with an initial 10-day stay of proceedings which may be extended by the Court from time-to-time; and (c) pronounced that all previous orders of the Court with respect to the bankruptcy proceedings apply and are continued under the CCAA proceedings. A copy of the Conversion Order and other documents relating to the insolvency proceedings of the Company can be found available on the Monitor's website at https://www.ey.com/ca/EncoreFX The Monitor intends to apply to the Court for authorization to: (a) file Plan of Compromise and Arrangement with the Court under which creditors will receive a partial payment of their claim in full satisfaction of their claim; (b) administer a "Claims Process" to determine the claims of Creditors and establish a claims bar date by which creditors must file a "Proof of Claim" in the CCAA proceedings; and (c) establish a procedure for the Monitor to call, hold and conduct a meeting of creditors to consider and vote on the Plan. Beginning in March 2020, global FX markets began to observe atypical levels of volatility mainly driven by the impact that COVID-19 was having on the global economy. In particular, the US Dollar (USD) strengthened in a significant way against some of the world's most traded currencies, including against the Canadian, Australian and New Zealand dollars in which the majority of the EncoreFX Derivatives were booked. Due to this extreme market volatility, a number of EncoreFX's clients (and its subsidiaries' clients) were out-the-money ("OTM") on their transactions; and as a consequence, EncoreFX was left OTM with its Liquidity Providers. Due to this extreme market volatility, a number of EncoreFX's clients -- and its subsidiaries' clients -- were OTM on their transactions; and as a consequence, EncoreFX was left OTM with its Liquidity Providers. Under the terms of its International Swaps and Derivatives Association Inc Agreements ("ISDA"), EncoreFX was required to pay significant additional margin to its Liquidity Providers to cover the value of OTM contracts. Many of EncoreFX's clients had exceeded the OTM thresholds outlined in their Credit Facility Agreements and were subject to margin calls (the "OTM Clients"). The Trustee was advised that EncoreFX attempted to work with many of the OTM Clients to address margin calls owing however many clients’ businesses had been negatively impacted by COVID-19 and they were unable to honour the terms of their Credit Facility Agreements. In the days leading up to the bankruptcy, the Trustee was advised that EncoreFX management determined that even if all OTM amounts owing could be collected from clients over time, there was no short-term liquidity available to the Company to meet its obligations and EncoreFX made the decision suspend all trading activity as at Sunday, March 29, 2020 (prior to the opening of trading on Monday, March 30, 2020). The Trustee notes that it was first approached by the Company with respect to the financial distress of the Company on March 26th, 2020; and thereafter, in the days that followed entertained several discussions to consider various restructuring options available to EncoreFX both formally and informally. The decision to suspend trading (with respect to new transactions) and to file the assignment into bankruptcy was made on eve of March 29th (as noted above, the day before markets resumed trading the following Monday). The Australian and New Zealand subsidiaries were also placed into Voluntary Administration (formal insolvency proceedings in those countries). Ernst & Young Inc. is acting as the Administrator in insolvency proceedings of the Australia and New Zealand entities. Ernst & Young can be reached at: Ernst & Young Inc. 700 West Georgia Street Vancouver, BC V7Y 1C7 Tel: +1 604-891-8200 Fax: +1 604-890-3530 Jason Eckford Monitor's Representative Tel: 604-648-3671 Email: jason.eckford@parthenon.eye.com Mike Bell (Canada) Tel: 604-899-3566 Email: mike.bell@partheon.ey.com Peter Venetsanos (Canada) Tel: 604-648-3665 Email: peter.venetsanos@parthenon.ey.com Marko Gordic (Canada) Tel: 604-891-8280 Email: marko.gordic@parthenon.ey.com Kevin Brennan (Canada) Tel: 604-899-3551 Email: kevin.b.brennan@partheon.ey.com Adam Nikitins (Australia) Email: adam.nikitins@au.ey.com Stewart McCallum (Australia) Email: stewart.mccallum@au.ey.com Ress Logan (New Zealand) Email: Rees.Logan@nz.ey.com Conflict counsel to E&Y: Bridgehouse Law LLP 9th Floor, 900 West Hastings Street Vancouver, BC V6C 1E5 Benjamin La Borie Tel: 236-521-6150 Fax: 604-684-0916 Email: blaborie@bridgehouselaw.ca Counsel to the Company: MLT Aikins LLP Suite 2600, 1066 West Hastings Street Vancouver, BC V6E 3X1 William E. J. SKelly Tel: 604-608-4597 Fax: 604-682-7131 Email: wskelly@mltaikins.com Dana M. Nowak Tel: 780-969-3506 Fax: 780-969-3549 Email: dnowak@mltaikins.com Mandi Deren-Dube Tel: 780-969-3518 Fax: 780-969-3549 Email: MDerendube@mltaikins.com Arooj Shah Tel: 780-969-5068 Fax: 780-969-3549 Email: ashah@mltaikins.com Vanessa A. Mensink Tel: 604-604-4582 Fax: 604-682-7131 Email: vmensink@mltaikins.com EncoreFX Inc. -- https://www.globalreachgroup.ca/corporate -- is a company that specializes in financial services. ENERGY VENTURES: Moody's Hikes CFR to 'B3' & Rates New Notes 'Caa1' ------------------------------------------------------------------- Moody's Investors Service upgraded Energy Ventures GoM LLC's (EnVen) Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. Moody's assigned a Caa1 rating to EnVen's proposed $302 million senior secured second lien notes due 2026. Proceeds from the new notes will be used to refinance the company's existing senior secured second lien notes due 2023. The Caa2 rating of the existing notes due 2023 remains unchanged and will be withdrawn upon redemption. The outlook was changed to stable from negative. "The upgrade of EnVen's ratings reflects the improved liquidity and financial position from the extended debt maturity profile and higher oil price expectations for 2021 that supports positive free cash flow," said Jonathan Teitel, a Moody's analyst. Upgrades: Issuer: Energy Ventures GoM LLC Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating, Upgraded to B3 from Caa1 Assignments: Issuer: Energy Ventures GoM LLC Senior Secured Notes, Assigned Caa1 (LGD4) Outlook Actions: Issuer: Energy Ventures GoM LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE The upgrade of EnVen's CFR to B3 reflects the company's improving financial position, supported by higher cash flow generation and reduced level of capital investment required to maintain stable production levels in 2021-22. The company's revenue benefits from oil-weighted production, as well as production handling fees for third-party volumes that it processes and transports. EnVen further benefits from its established, scalable infrastructure of deep-water platforms and processing facilities in the US Gulf of Mexico, as well as proximity to the Gulf Coast and export markets and low basis differentials (sometimes premiums). The CFR is presently constrained by the company's small scale and concentrated asset base in the deep-water US Gulf of Mexico, as well as its relatively modest proved developed reserves position. Operations in the US Gulf of Mexico carry specific regulations and are exposed to periodic weather-related disruptions but also have high barriers to entry. All of EnVen's operations take place in waters leased from the federal government. There are risks and uncertainties about renewing or obtaining new leases or new permits in federal waters. However, potential mitigating factors include existing leases and current activities in these waters. EnVen also manages large well abandonment liabilities, partially offset by restricted cash and notes receivables related to acquired assets held for such obligations. Much of these liabilities are long-term with limited immediate impact on EnVen's cash flow generation. Moody's expects that EnVen will maintain good liquidity into early 2022 supported by a large cash balance, positive free cash flow generation and revolver availability. As of December 31, 2020, the company had $56 million of unrestricted cash. As part of the refinancing transaction, EnVen is extending its revolver's expiration by two years to January 2024. Effective with the transaction, EnVen's undrawn revolver will have a $165 million borrowing base ($4 million in letters of credit are outstanding). Financial covenants include a maximum leverage ratio of 3x, a maximum secured leverage ratio of 2.5x and a minimum current ratio of 1x. Moody's expects EnVen will maintain cushion to these covenants into early 2022. Terms of the new bonds require that the company redeem $15 million in principal at par every six months. EnVen's proposed $302 million of senior secured second lien notes due 2026 are rated Caa1. This is one notch below the CFR and reflects a second lien claim on the assets secured by the revolver which has a first lien claim. EnVen Energy Corporation, the parent company, is a guarantor. The stable outlook reflects Moody's expectation that EnVen will maintain stable production levels and generate positive free cash flow over the next 12-18 months, while maintaining good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include growing both production and reserves, while maintaining consistent positive free cash flow generation and good liquidity, as well as lower leverage and a leveraged full cycle ratio above 1.25x. Factors that could lead to a downgrade include retained cash flow to debt below 20%, EBITDA/interest below 3x, debt-to-proved developed reserves above $12 or deterioration of liquidity. EnVen, headquartered in Houston, Texas, is a privately-owned exploration and production company that is oil focused and operates primarily in the deep-water US Gulf of Mexico. The company's shareholders include affiliates of Bain Capital, Adage Capital and EIG. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. EXACTUS INC: Shareholders Approve Reverse Stock Split ----------------------------------------------------- A majority of Exactus, Inc. shareholders approved a reverse split of the Company's common stock by written consent. The consenting shareholders approved a reverse split of the Company's common stock, par value $0.001 per share, at by a ratio of not less than one-for-twenty five and not more than one-for-one hundred to take effect at any time prior to Dec. 31, 2021, with the exact ratio to be set at a whole number within this range as determined by the Company's board of directors in its sole discretion. The effective date of the reverse split, if undertaken in the discretion of the board of directors, will be as determined by the board in coordination with FINRA. About Exactus Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a producer and supplier of hemp-derived ingredients and feminized hemp genetics. Exactus is committed to creating a positive impact on society and the environment promoting sustainable agricultural practices. Exactus specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and feminized seeds that meet the highest standards of quality and traceability. Through research and development, the Company continues to stay ahead of market trends and regulations. Exactus is at the forefront of product development for the beverage, food, pets, cosmetics, wellness, and pharmaceutical industries. Exactus reported a net loss of $10.22 million for the year ended Dec. 31, 2019, compared to a net loss of $4.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $3.11 million in total assets, $5 million in total liabilities, and a total stockholders' deficit of $1.89 million. RBSM LLP, in Henderson, NV, the Company's auditor since 2014, issued a "going concern" qualification in its report dated May 22, 2020, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FIREEYE INC: Incurs $207.3 Million Net Loss in 2020 --------------------------------------------------- FireEye, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $207.30 million on $940.58 million of total revenue for the year ended Dec. 31, 2020, compared to a net loss of $257.41 million on $889.15 million of total revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.24 billion in total assets, $2.11 billion in total liabilities, $401.05 million in series A convertible preferred stock, and $732.90 million in total stockholders' equity. As of Dec. 31, 2020, the Company's cash and cash equivalents of $676.5 million were held for working capital, capital expenditures, investment in technology, debt servicing and business acquisition purposes, of which approximately $100.7 million was held outside of the United States. The Company considers the undistributed earnings of its foreign subsidiaries as of Dec. 31, 2020 to be indefinitely reinvested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and its plan for reinvestment of its foreign subsidiaries' undistributed earnings. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1370880/000137088021000010/feye-20201231.htm About FireEye, Inc. Headquartered in Milpitas, California, FireEye -- www.fireeye.com --provides a broad portfolio of cybersecurity solutions and services that allow organizations to prepare for, prevent, respond to, investigate and remediate cyber attacks. Its products include detection and prevention solutions for network, email, endpoint and cloud security, forensics appliances, a security validation platform, subscription-based threat intelligence and analytics solutions, and our Helix security platform. These products are complemented by its technology-enabled managed detection and response services and its Mandiant incident response and strategic cyber security consulting services. FireEye reported a net loss of $243.12 million in 2018 following a net loss of $285.18 million in 2017. FIREEYE INC: John Watters Appointed as President, COO ----------------------------------------------------- John Watters has been appointed president and chief operating officer of FireEye, Inc., after holding multiple senior leadership and advisory positions at the company, most recently as chairman of the FireEye advisory board. In this role, Watters will bring his operational experience and knowledge of the company to further accelerate its transition to Security as a Service and a Solutions company. Watters founded iSIGHT Partners and served as its chairman and CEO from November 2006 to February 2016, leading the company to a successful acquisition by FireEye. Following the acquisition, Watters held various senior leadership roles within FireEye, initially as president of the FireEye iSIGHT intelligence business and then as executive vice president of Global Services and Intelligence. He held that position until February 2018, when he was appointed executive vice president and chief strategy officer. Watters stepped down from that role in April 2020 but remained engaged with the company as a senior consultant and then chairman of the company's Advisory Board. "He combines the speed and agility of a founder with great operational experience and deep security knowledge," said FireEye CEO Kevin Mandia. "He's already familiar with the company and has the knowledge and the passion to accelerate our evolution of our Mandiant solutions business." Prior to iSIGHT Partners, Watters was chairman and chief executive officer of iDEFENSE, a security intelligence firm acquired by VeriSign in 2005. In addition, Watters is the founder, a director and president of the STAIRS Program, a non-profit organization supporting inner-city education. He holds a B.S.C degree in Finance from Santa Clara University. "We have the opportunity to change the game in security, and I'm here to make sure we execute against the challenges ahead," said Watters. "Kevin and I are aligned on our mission and vision, and I'm excited to join the team to help execute on the strategy." In connection with Mr. Watters' appointments, the Company entered into an offer letter with Mr. Watters on April 1, 2021. Pursuant to the Offer Letter, Mr. Watters will serve as the Company's president and chief operating officer, reporting to the Company's chief executive officer. The Offer Letter does not provide for employment for a specified term and Mr. Watters' employment will be on an at-will basis. The Offer Letter provides Mr. Watters with an annual base salary of $600,000 and an opportunity to earn an annual cash incentive bonus, initially with a target of $600,000, under the Company's Employee Incentive Plan or any successor plan. Mr. Watters will also be eligible to participate in the Company's employee benefit plans made available to similarly situated employees of the Company. About FireEye, Inc. Headquartered in Milpitas, California, FireEye -- www.fireeye.com --provides a broad portfolio of cybersecurity solutions and services that allow organizations to prepare for, prevent, respond to, investigate and remediate cyber attacks. Its products include detection and prevention solutions for network, email, endpoint and cloud security, forensics appliances, a security validation platform, subscription-based threat intelligence and analytics solutions, and our Helix security platform. These products are complemented by its technology-enabled managed detection and response services and its Mandiant incident response and strategic cyber security consulting services. FireEye reported a net loss of $243.12 million in 2018 following a net loss of $285.18 million in 2017. FMT SJ LLC: Gets Two Court Wins, Hotel Case Moves Forward --------------------------------------------------------- George Avalos of Mercury News reports that the Fairmont San Jose's owners, FMT SJ LLC have won two key court victories in their quest to revamp the iconic hotel's shattered finances, U.S. Bankruptcy Court records show. A federal bankruptcy judge issued two decisions this second week of April 2021 in the Chapter 11 case for the landmark Fairmont hotel in downtown San Jose. The bankruptcy court ruled that the hotel's owners may: * Scout for hotel operators that will provide a new brand and potential up to $45 million in a cash infusion to help stabilize the hotel. * Break the existing hotel management contract with Accor Management U.S., which has managed Fairmont San Jose for several years. "We are very pleased with the progress we are making at the San Jose hotel," the hotel's owners stated in comments emailed to this news organization by hotel public relations representative Sam Singer. "We are excited to move forward in selecting a new partner and brand for the hotel." The Fairmont San Jose closed its doors abruptly on March 5, 2021, the same day that the hotel's owners filed a Chapter 11 bankruptcy petition to reorganize its finances. The owners hope to reopen the 805-room hotel by the end of June. The hotel's size makes it a key player in San Jose's ability to attract conventions and considerable activity to the city and its downtown. The current owner, an entity controlled by San Ramon-based business executive Sam Hirbod, bought the hotel in 2018 for $223.5 million. The current mortgage on the hotel totals roughly $173.5 million, a loan controlled by Colony Credit Real Estate. Colony Credit at present is not pressuring the hotel owners to make current payments on the mortgage, bankruptcy records show, a financial procedure known as forbearance. The Fairmont lost at least $18 million in 2020 and is projected to lose at least $20 million in 2021, the hotel's owners have stated in court papers. The hotel owners blame the financial devastation on the onset of the coronavirus, which began to batter the lodging and hospitality sector nationwide starting in March 2020. But it also appears that the Fairmont San Jose might have been on shaky ground even before the coronavirus erupted, according to a March 30, 2021 declaration in the bankruptcy case that was filed by hotel principal owner Hirbod. The declaration pointed to a lack of profits from the hotel operations. "Since becoming the hotel's owner, no distributions of profits have ever occurred," Hirbod stated. Despite the hopeful signs arising from the court rulings, the hotel's bankruptcy owners still face plenty of pressure to accomplish tasks during the coming weeks and months, court papers show. "The debtors ... presently lack the financial resources to operate the hotel on a cash-flow positive basis and/or immediately repay the sums owed" to the property's mortgage holder, an affiliate of Colony Capital, Hirbod stated in his court filing. A restructuring agreement with the lender has provided some breathing room. But the lender expects that the hotel must perform an array of tasks as a result of the deal. The owners must re-brand the hotel, raise new capital, restructure the existing mortgage, emerge from bankruptcy, resume operations at the hotel, and begin to generate positive cash flow. "The restructuring support agreement requires this to be accomplished within approximately 120 days from March 9, 2021," Hirbod stated in his court filing. That time frame would expire around July 7. 2021. If the hotel can start to steady itself by the summer, it could be in position to participate in a revival of the lodging sector in Silicon Valley as 2021 grinds on. "The timing could not be better as California continues to progress away from the pandemic and our property continues to fast-forward toward a new opening," the hotel owners stated in the email comments. "These developments greatly benefit San Jose and Silicon Valley." About FMT SJ LLC FMT SJ LLC operates San Jose Fairmont, a hotel in San Jose, California. FMT SJ LLC sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10521) on March 5, 2021. Pillsbury Winthrop Shaw Pittman LLP is the Debtor's counsel. Cole Schotz P.C. is the Debtor's local counsel. Neil Demchick of Verity LLC is the Debtor's restructuring officer. FREEPORT-MCMORAN INC: S&P Hikes ICR to 'BB+' on Strong Cash Flows ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on U.S.-based miner Freeport-McMoRan Inc. (FCX) to 'BB+' from 'BB'. The outlook is stable. S&P also raised the issue-level ratings on the debt issued by FCX and Freeport Minerals Corp. (FMC) to 'BB+' from 'BB'. S&P said, "The stable outlook reflects our expectation that Freeport's adjusted debt leverage should improve to 1x-1.5x and funds from operations (FFO) to debt above 60%, on the steady progress at the Grasberg underground mine as well as the favorable market conditions for copper. "We expect the Grasberg underground mine to drive cash flow generation and improve profitability, despite the significant noncontrolling interest distributions and capital spending. Grasberg is on track to produce about 1.3 billion pounds of copper in 2021, which will significantly reduce operating costs per pound. S&P Global Ratings now assumes consolidated unit net production costs of $1.25 to $1.30 per pound in 2021, down from $1.48 per pound in 2020, which is about average compared to key peers, including Codelco, Glencore PLC, and Southern Copper Corp. We estimate consolidated operating cash flows will reach $5 billion to $5.5 billion after the transition to underground mining is complete in 2022, a significant improvement from about $3 billion in 2020. We estimate that beginning in 2023, PT Freeport Indonesia (PT-FI) will distribute $1.8 billion to $2.2 billion in noncontrolling interests to the Indonesian government." FCX should retain $700 million to $1 billion of discretionary cash flow (DCF) after accounting for capital expenditures and common dividend distributions. Freeport could deploy this capital for growth projects that could diversify its asset mix, return more capital to shareholders, or repay additional debt. Grasberg's profits are shared with the Indonesian government. FCX's share of economic interest from Grasberg will decline to its ownership share of 48.8%, and the Indonesia government's will increase to 51.2% beginning in 2023 from the current share of 81% and 19%, respectively. Freeport asset mix is more concentrated than investment-grade peers. Copper revenues accounted for more than 80% of Freeport's metal revenues in 2020, whereas peers like Teck Resources and Anglo-American generated a more balanced revenue stream from three to five metals, including copper, zinc, diamond, platinum, metallurgical coal, and iron ore. S&P said, "We anticipate copper will continue to make up most of Freeport's metal revenue and profits given the ramp up of copper production at the Grasberg underground mine. We also think that the asset concentration in the Indonesian operations pose some elevated financial and operating risk for Freeport. Even though Freeport controls the Grasberg operations, the majority shareholder, the Indonesian government, grants the company an annual export license. A potential for conflict in the working relationship with the government could result in operational disruptions and financial costs. Moreover, Indonesia is prone to natural disaster events, acts of war, and labor disputes that could adversely affect operations. Therefore, we continue to apply one-notch negative adjustment to our implied bbb- anchor score." This reflects Freeport's high concertation (more than 60% of consolidated profits) in the Indonesian operations. Freeport expects to spend an average of $1.1 billion per year in 2021 and 2022 to complete the transition and could invest an additional $3 billion on smelter construction in Indonesia. Freeport has a good copper reserve profile with approximately 52 million tons of recoverable reserves, of which Indonesia accounts for about a third of the reserves. This is equivalent to 25 to 28 years of remaining mine life assuming 4.0 billion to 4.5 billion pounds of annual copper production after 2022. Freeport's reserve profile is similar to Teck Resources, Codelco, Southern Copper, and Glencore. S&P said, "The stable outlook reflects our expectation that Freeport will lower its adjusted debt leverage to 1x-1.5x and improve FFO to debt above 60% in 2021. We believe the steady progress of the Grasberg underground mine as well as the favorable demand outlook for copper in the next few years should create a sizable cash flow buffer and solid debt leverage at the 'BB+' issuer credit rating. Freeport has reached more than 70% of Grasberg's annual production run rate and continued to reduced site and delivery costs in the fourth quarter of 2020." S&P could lower the rating on Freeport in the next 12 months if: -- Adjusted leverage increases above 4x due to unexpected delays in the Grasberg development mine plan that lead to lower-than-anticipated production volumes, higher costs, and weaker margins such that adjusted EBITDA falls by about 50%. -- Aggressive shareholder returns coupled with spending on corporate development including acquisitions, smelter spending and mine development that could leave no DCF remaining for debt repayment. -- More than two notches deterioration of the Indonesian foreign currency (FC) rating (BBB/Negative/--) that could cap the rating on Freeport at the FC rating of Indonesia, assuming the exposure (volumes, EBITDA contribution) to Indonesia remains above 25%. Taking into account Freeport's asset concentration in Indonesia and narrow product focus, a higher rating is unlikely in the next 12 months absent more conservative financial policies. As such, S&P's could consider an upgrade on Freeport by one notch if: -- EBITDA and cash flows continue to improve such that adjusted leverage declines under 1x and FFO to debt stays above 60% on sustained basis. Freeport must adhere to numerous environmental and safety regulations in Indonesia, Peru, and North America. At the end of 2018, the Indonesian government reached an agreement with Freeport to become a majority owner of PT-FI. Because of the significance of the Grasberg mine for the country's economy and its impact on the labor force, river systems, and forests, the Grasberg district has been at the center of tensions among mine workers, law enforcement, the military, community activists, and various political factions. In certain cases, these tensions escalated into violence and operations were temporarily halted. Successful operations in Indonesia require an annual renewal of export license (recently renewed until March 2022) and a good relationship with the Indonesian government. The Indonesian government has banned the exports of copper concentrate in the past, in 2017 and in 2014, which resulted in disruptions of operations and higher operating costs. In January 2021, the Indonesian government imposed a fine of $149 million on PT-FI for failing to achieve physical development progress on the new smelter. As part of the 2018 agreement, Freeport is obligated to construct a smelter by 2023. Freeport continues to evaluate the construction of the new smelter and is also considering a potential construction by a third party. Freeport's mining operations are subject to heightened environmental regulations, including management of tailings and overburden created in the process of separation of rock from ore. S&P assesses Freeport's management and governance as fair, a revision from satisfactory, based on the high exposure to environmental and social risks, which requires a heightened degree of risk management. Freeport reported approximately $4.1 billion in asset retirement and environmental obligations as of Dec. 31, 2020. In addition, Freeport affiliates have been named as defendants in historical asbestos and talc litigation, and a charge of $130 million was recorded in 2020 associated with a framework for the resolution of all current and future potential talc-related litigation. In 2015, Freeport reached a $125 million settlement related to its $20 billion acquisition of Plains Exploration & Production Co. and McMoRan Exploration Co., which resolved all derivative claims against directors and officers of FCX. G-III APPAREL: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings on New York-based apparel seller G-III Apparel Group Ltd., including its 'BB' issuer credit rating. The stable outlook reflects S&P's expectation that despite a continuing weak retail environment and uncertainty about consumers' mobility and willingness to spend, G-III's adjusted leverage will remain below 2x this year, well below its 3x downgrade trigger, absent major shareholder returns or debt-funded acquisitions. S&P said, "G-III's profitability and operating cash flow generation outperformed our expectations in the second half of last year, and we now expect leverage to be maintained below 2x. We expect the company to return to revenue growth in fiscal 2022 (ending January 2022), as it laps the first half of 2020 when there were unprecedented retail store closures related to the pandemic. The company meaningfully improved its cost structure by rationalizing its retail segment faster than previous expectations. This enabled the company to maintain its adjusted EBITDA margin above 11% in fiscal 2021 despite our expectation for some incremental promotional pressure in its wholesale segment as inventory levels normalizes for the industry. The company's fiscal 2021 performance was significantly affected by the retail shutdowns because of the pandemic, with revenue down approximately 35% from fiscal 2020, compared with the industry average of about 20% (according to Euromonitor); however, its gross margin and free operating cash flow generation exceeded our expectations. G-III took early actions in cutting out a significant portion of inventory purchases during the onset of the pandemic to preserve cash and was able to quickly pivot its fall and winter assortments to the casual apparel categories to meet the rapidly changing consumer demand. As a result, its 2020 holiday season was significantly less promotional than previously expected. The company generated approximately $50 million of free operating cash flow, its adjusted EBITDA margin only contracted by 100 basis points, and it ended the year with adjusted leverage of 1.6x. This compares with our previous expectation of significantly negative free operating cash flow generation and leverage above 5x, because of the company's distribution channel concentration in the secularly challenged U.S. department store and specialty retail sectors, as well as its fashion oriented-product category with sizable dress and office-wear offerings. G-III has proven itself to be an effective merchandiser in anticipating and meeting U.S. consumer demand. The company has a history of healthy growth in the very challenged U.S. department store (Macy's accounts for over 25% of the company's overall revenue) and specialty retail distribution channels pre-pandemic. S&P said, "We believe this is attributable to its ability to design and make products that appeal to the fashion-conscious consumers. Its licensing relationship with PVH Corp. for Calvin Klein and Tommy Hilfiger continues to perform, and we believe the 2019 agreements to add the jeanswear licenses for both brands helped with the company's performance in 2020 as denim demands were healthier than previously expected with consumers pivoting to causal wear but was hit by sweatpants fatigue as the pandemic continued. In addition, the company's owned brands, DKNY and Donna Karen, continue to gain distribution points because the revamped brands are resonating well with customers. We believe the brands are now profitable despite the challenges of the pandemic and should create a platform for the company to expand internationally and expand its own direct to consumer digital channels." S&P said, "We expect leverage to be managed over 2x in the long term as the company seeks to acquire more brands. At this time, due to the continued uncertainty in the U.S. apparel industry, we expect leverage will continue be low for this year as the company manages its cash and liquidity positions conservatively. However, longer term, we believe the company's ambition to own brands and expand internationally is fueled by its demonstrated ability to turn around the DKNY and Donna Karen brands. As the company completed its retail footprint rationalization during the pandemic, ahead of the original plan, it is now more flexible to take on integrating another brand. As such, we believe leverage would likely increase above 2x should the right target materialize. "The stable outlook reflects our expectation that despite a continuing weak retail environment and uncertainty regarding consumers' mobility and willingness to spend, G-III's adjusted leverage will remain below 2x this year, well below our 3x downgrade trigger, absent major shareholder returns or debt-funded acquisitions." S&P could lower its ratings if G-III's adjusted leverage were above 3x, which could occur if: -- The company undertook a large debt-funded acquisition. S&P estimates that debt would increase by approximately $400 million for a transformational acquisition depending on the incremental EBITDA from the transaction. -- The company's recovery from the pandemic in 2021 were slower than we expected, with weak revenue and profit generation, likely from a disruption in its key relationship with Macy's or key licensing agreements. While unlikely over the next 12 months, S&P could raise its ratings if: -- The company demonstrated a track record of maintaining leverage below 2x, even after a debt-funded acquisition. -- The company continued to perform well in the still-challenged U.S. wholesale channels while diversifying into the digital channel and expanding internationally. G.A.F. SEELIG: Debtor Will Liquidate Its Assets to Pay Claims ------------------------------------------------------------- G.A.F. Seelig, Inc., submitted a Second Amended Disclosure Statement dated as of April 2, 2021. The Plan is a plan of liquidation. In other words, the Debtor seeks to accomplish payments under the Plan from the liquidation of its assets, which includes the proceeds obtained from the public and online auction sale of its assets after the commencement of its Chapter 11 Case, as well as collection of the Debtor's accounts receivable. The hearing at which the Court will determine whether to confirm the Plan and, to consider approval of the Disclosure Statement, will take place on May 12, 2021, at 2:00 p.m. (EST) and will be conducted by video conference. Ballots must be received by May 3, 2021, at 4:00 p.m. or it will not be counted. The Debtor currently has approximately $3 million in cash, consisting of the proceeds from the public and online auction of the Debtor's Assets, funds collected through settlements with various counterparties to supply contracts and collected accounts receivable. All Assets of the Debtor have been liquidated and converted into cash. The Plan will treat claims and interests in this manner: * Class 1 General Unsecured Claims. Holders of Allowed Class 1 Claims shall be paid a Pro Rata Interim Distribution on the later of the 10th Business Day following the Rejection Damages Bar Date or the first Business Day after the date upon which such General Unsecured Claim becomes an Allowed General Unsecured Claim or as soon thereafter as is practicable. At the conclusion of the Plan Administrator's activities and obligations under this Plan, the Plan Administrator shall increase the General Unsecured Claims Pool by any unused portion of the Plan Administrator Reserve, Professional Fee Reserve, U.S. Trustee Fees Reserve and Disputed Claim Reserve, plus any additional funds recovered by the Plan Administrator, and shall make a Pro Rata Final Distribution to the Holders of Allowed Class 1 Claims. Class 1 is impaired. * Class 2 Equity Interests. On the Effective Date, all Equity Interests will be deemed canceled. Class 2 is impaired. The Plan will be funded by the General Unsecured Claims Pool, the Cash remaining in the Estate resulting from the liquidation of Debtor's Assets, including the public and online auction of its equipment, vehicles, furniture and fixtures and collection of accounts receivable, after all Administrative Claims, Professional Fee Claims, U.S. Trustee Fees, and Priority Claims have been paid in full and the Plan Administrator Reserve has been funded. The Plan provides for the appointment of Alan D. Halperin of Halperin Battaglia Benzija, LLP (bio at: http://www.halperinlaw.net/attorney/alan-d-halperin/)as an independent Plan Administrator with full power and control over the Debtor and its estate. Counsel to the Debtor: Sean C. Southard Fred Stevens Lauren C. Kiss KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Telephone: (212) 972-3000 Facsimile: (212) 972-2245 A copy of the Second Amended Disclosure Statement is available at https://bit.ly/3fOjeHn from PacerMonitor.com. About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family-owned company that distributes dairy products (skims, lo fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc., as auctioneer. GAMESTOP CORP: S&P Places 'B-' ICR on Watch Pos. on Equity Sale --------------------------------------------------------------- S&P Global Ratings placed all of its ratings on U.S.-based video game retailer GameStop Corp. on CreditWatch with positive implications, including its 'B-' issuer credit rating. S&P said, "The CreditWatch placement reflects our belief that the offering should provide the company with an improved cushion to execute its business reinvention strategy if successful. "We view GameStop's secondary sale of its common stock as credit positive. The CreditWatch positive listing reflects potential for a higher rating if the secondary offering is completed. A successful offering would provide additional funds for GameStop to invest in its digital strategy to adapt its business model to evolving market conditions away from physical video game buying. Still, the company's strategy is emerging and our review will also take into consideration the execution risks associated with its business initiatives. "We will continue to monitor the company's management changes and business updates. GameStop has undergone significant management changes over the last several months in its efforts to pivot toward a business model that supports its digital gaming strategies. We believe substantial risks remain to its strategy in light of the rapid shift toward the digital purchasing of video game content, which is at odds with its significant brick-and-mortar store footprint. Still, the recently released next-generation gaming consoles continue to support physical games and we view GameStop as well-positioned to benefit from the demand for software and accessories for these new consoles in the near-term. We believe this dynamic, along with the proceeds from its share offering, should provide it with additional time to adapt its business model. "GameStop's performance trends in the fourth quarter were weaker than we expected because its sales expanded by only 6.5%, which compares with our prior expectation for a double-digit percent increase. However, the company's subsequent performance improved as it reported an 11% increase in its sales through the nine-weeks ended April 3, 2021. This is consistent with our expectation that fiscal year 2021 should be materially better for its sales and cash flows given the recent console launches. "We intend to resolve the CreditWatch when the transaction closes and we are able to review the terms of the share sale and management's strategic and financial objectives. At that time, we could raise our ratings on GameStop, including our issuer credit rating, likely no more than one notch to 'B'. Our review will also consider the risks and opportunities associated with the company's business initiatives as it attempts to evolve its business model." GATEWAY REST: Seeks to Hire Rountree Lietman as Legal Counsel ------------------------------------------------------------- Gateway Rest Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree Leitman & Klein, LLC as its legal counsel. The firm's services will include: 1. advising the Debtor regarding its powers and duties in the management of its property; 2. preparing legal papers; 3. assisting in the examination of claims of creditors; 4. assisting in the formulation and preparation of a plan of reorganization and in seeking confirmation of the plan; 5. other legal services necessary to administer the Debtor's bankruptcy case. Rountree will be paid at these rates: William A. Rountree, Attorney $495 per hour Hal Leitman, Attorney $425 per hour David S. Klein, Attorney $425 per hour Alexandra Dishun, Attorney $425 per hour Benjamin R. Keck, Attorney $425 per hour Alice Blanco, Attorney $350 per hour Elizabeth A. Childers, Attorney $350 per hour Taner Thurman, Attorney $275 per hour Logan Kirkes, Law clerk $195 per hour Sharon M. Wenger, Paralegal $195 per hour Megan Winokur, Paralegal $150 per hour Catherine Smith, Paralegal $150 per hour Yasmi Alamin, Paralegal $150 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The retainer fee is $15,000. William Rountree, Esq., a partner at Rountree Leitman & Klein, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William A. Rountree, Esq. Benjamin R. Keck, Esq. Taner N. Thurman, Esq. Rountree Leitman & Klein, LLC 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Email: wrountree@rlklawfirm.com bkeck@rlklawfirm.com tthurman@rlklawfirm.com About Gateway Rest Group Gateway Rest Group, LLC is a Gainesville, Ga.-based company that operates in the restaurant industry. Gateway Rest Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20317) on March 24, 2021. In the petition signed by Chittranjan Thakkar, manager, the Debtor disclosed up to $50,000 in assets and $1 million to $10 million in liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein, LLC, is the Debtor's counsel. GILBERT MH: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 14 on April 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Gilbert MH, LLC. About Gilbert MH Gilbert MH, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01948) on March 19, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Lawrence D. Hirsch, Esq., at Parker Schwartz, PLLC. GIRARDI & KEESE: Trustee Still Finding Potential Victims, Cases --------------------------------------------------------------- Law360 reports that as much as $25 million is missing from Girardi Keese clients' settlements, and more cases and potential victims are still being found three months after the plaintiffs firm closed down, its bankruptcy trustee told a Los Angeles judge Tuesday, April 6, 2021. The firm and its founder, trial lawyer Thomas Girardi, also owe at least tens of millions of dollars to lenders, attorneys and others. Trustee Elissa Miller of SulmeyerKupetz PC said her team is far short of recovering enough money to pay them all, and while she has identified up to $25 million missing from settlement funds. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: 213.626.2311 Facsimile: 213.629.4520 E-mail: emiller@sulmeyerlaw.com GLOBAL FOODS: Seeks to Hire Timothy A. Bunch as Accountant ---------------------------------------------------------- Global Foods Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Timothy A. Bunch CPA, P.A. as its accountant. The Debtor requires an accountant to prepare its financial statements and provide bookkeeping services. The firm will charge the Debtor $150 per hour for its services. As disclosed in court filings, Timothy A. Bunch does not represent any interest adverse to the Debtor and its estate in the matters upon which it is to be employed. The firm can be reached through: Timothy A. Bunch, CPA Timothy A. Bunch CPA, PA 6879 Isaacs Orchard Road Springdale, AR 72762 Phone: (479) 361-2201 Fax: (479) 361-2275 About Global Foods Group Global Foods Group, Inc. is the fee simple owner of a property located at 245 Quality Drive, Clinton, Ark., valued at $2.9 million. Global Foods Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 21-10758) on March 20, 2021. Robble Brown, president, signed the petition. At the time of the filing, the Debtor disclosed $7,103,607 in total assets and $6,964,186 in total liabilities. Judge Ben T. Barry oversees the case. The Debtor tapped Wright, Lindsey & Jennings, LLP and Timothy A. Bunch CPA, P.A. as its legal counsel and accountant, respectively. GNIRBES INC: May 5 Hearing on Disclosure Statement -------------------------------------------------- Judge Mindy A. Mora has entered an order that the hearing on the Disclosure Statement of Gnirbes, Inc., will be on Wednesday, May 5, 2021, at 1:30 p.m. in United States Bankruptcy Court, 1515 North Flagler Drive, Courtroom A, West Palm Beach, Florida 33401. The hearing will be conducted telephonically and all parties in interest must arrange to appear solely telephonically via CourtSolutions. The deadline for filing and serving objections to the Disclosure Statement will be on April 28, 2021. About Gnirbes Inc. Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Mindy A. Mora oversees the Debtor's case. The Debtor is represented by Kelley, Fulton & Kaplan, P.L. GRAPHIC PACKAGING: S&P Lowers Unsecured Notes Rating to 'BB' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on Graphic Packaging International LLC's senior unsecured notes to 'BB' from 'BB+' and revised the recovery rating on the notes to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a default. Our 'BB+' issuer credit rating, as well as our 'BBB-' issue-level rating and '1' recovery rating on Graphic Packaging's senior secured notes are unchanged. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. These rating actions follow the company's announcement that it amended its existing senior credit facility. The amendment, among other things, increased the revolving credit facility to $1.85 billion from $1.45 billion, increased the revolving euro facility to EUR145 million from EUR138 million, decreased the revolving yen facility to ¥1.65 billion from ¥2.5 billion, and extended the maturities to April 1, 2026. Although no incremental debt was issued in connection with the amendment, the weakened recovery prospects are driven by our assumption that the upsized revolving credit facility will be 85% drawn in a hypothetical default scenario, resulting in greater secured debt outstanding at default. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2026 following an abnormally weak macroeconomic environment that reduces the company's end-market demand, which leads to lower business volumes and rising raw material and energy costs. Graphic's cash flow would become insufficient to cover its interest expense, the required amortization on its term loans, its working capital, and its maintenance capital outlays. S&P assumes these conditions would impair the company's ability to meet its fixed charges, which eventually drains its liquidity and triggers a bankruptcy filing. -- S&P believes Graphic Packaging's underlying business would continue to have considerable value. Therefore, S&P expects that it would emerge from bankruptcy rather than pursue a liquidation. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA multiple: 6x -- EBITDA at emergence: $758 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.318 billion -- Valuation split (obligors/nonobligors): 85%/15% -- Priority claims: $560 million -- Value available to secured debt (collateral/non-collateral): $3.531 billion/$227 million -- Secured debt claims: $3.481 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to unsecured debt (collateral/non-collateral): $50 million/$227 million -- Senior unsecured debt claims: $1.683 billion --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: Debt amounts include six months of accrued interest that we assume will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assumes usage of 85% for cash flow revolvers at default. GREENSILL CAPITAL: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 2 on April 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Greensill Capital, Inc. The committee members are: 1. Rachelle Bower 330 West 56th Street New York, NY 10019 E-mail: rbower1515@gmail.com 2. Neil Hughes 299 Henry Street, Apartment 2A Brooklyn, NY 11201 Phone: 727-459-6352 E-mail: neil.hughes@gmail.com 3. Margaret Stock 77 Park Avenue, Apartment 1515 Hoboken, NJ 07030 E-mail: margaretmstock@gmail.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 Greensill Capital Greensill Capital is an independent financial services firm and principal investor group based in the United Kingdom and Australia. It 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. Jill M. Frizzley, director, signed the petition. In the petition, the Debtor listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Judge Michael E. Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the Debtor's counsel. GREENSKY HOLDINGS: S&P Lowers ICR to 'B' on Profitability Erosion ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on GreenSky Holdings LLC to 'B' from 'B+'. The outlook is stable. At the same time, S&P downgraded the company's senior secured debt to 'B' from 'B+'. The recovery rating on the senior secured debt is '4', reflecting its expectation for average recovery (35%) in a default scenario. S&P said, "Our downgrade reflects GreenSky's lower profitability and higher leverage stemming from its funding diversification initiative in 2020. Our measure of adjusted debt to EBITDA was 9.60x at year-end 2020, and it includes the new asset-backed warehouse facility in debt." Excluding the warehouse facility, debt to EBITDA would be 4.99x, still elevated compared with 2.73x at year-end 2019. EBITDA interest coverage also declined, to 3.02x at year-end 2020 from 5.92x at year-end 2019. Loans originated on the company's platform are funded with either commitment from bank partners or its warehouse facility (which is used to facilitate sales to third parties). Regardless of which funding method GreenSky chooses, the company has cost of funds associated with its strategy of facilitating the origination of loans with promotional terms and rates. For loans funded with bank partner commitments, the cost of funds is the finance charge reversal (FCR) expense. For loans held for sale in the warehouse facility, the cost of funds is the loss on sale and warehouse facility interest expense (collectively, loan sales costs). Loan sales costs are incurred upfront, while FCR expense could be incurred over the life of the loan--a big reason why EBITDA margins dropped to 19.2% in 2020 from 27.5% in 2019. GreenSky's profitability will heavily depend on the company's ability to manage cost of funds as it continues to shift more of its funding from bank partners to the warehouse facility and loan sales. S&P said, "Positively, we believe GreenSky's relationships with its banks partners are more stable now than a year ago. As of year-end 2020, the company had $9.7 billion in funding commitments from its bank partners, with $5.8 billion of renewals since June 2020. However, these bank partner funding commitments remain concentrated, with over 50% of commitments from just four banks. The company's agreements with its bank partners remain short term and nonexclusive. "The stable outlook reflects our expectation that, while EBITDA interest coverage could dip below 2x in 2021 due to elevated cost of funds or consumer credit uncertainty related to the COVID-19 pandemic, it will ultimately be sustained over 2x starting 2022. "We could lower the ratings if we believe EBITDA interest coverage will be sustained below 2x past 2021. We could also lower the ratings if the company loses bank partnerships and cannot secure additional funding, or if it faces increased competition or adverse changes in the consumer-lending environment that materially affect its business model. "An upgrade is unlikely over the next 12 months. Over the longer term, we could raise the ratings if we believe the company will sustain EBITDA interest coverage above 3x, leverage (including the warehouse facility) is significantly reduced, and EBITDA margins stabilize." H&S EXPRESS: Unsecured Creditors Will be Paid in Full in Plan ------------------------------------------------------------- H&S Express, Inc., submitted an Amended Small Business Plan and a corresponding Disclosure Statement. The Debtor intends to surrender equipment to help cash flow and continue to operate profitable equipment. All secured creditors are to be paid the principal of their claims. Liens will be retained by secured creditors on equipment being retained by the Debtor. All priority unsecured creditors and unsecured creditors will be paid 100% pursuant to the proposed payment schedule in the plan. The general unsecured claims will be paid in full or pursuant to original contract terms, including but not limited to, Payroll Protection Program forgiveness options and objection to claims. Counsel for the Debtor: Corey J. Sacca, Esq. 20 North Pennsylvania Ave, Suite 201 Greensburg, PA 15601 Tel: (724) 832-2499 E-mail: csacca@bononilaw.com A copy of the Disclosure Statement is available at https://bit.ly/3mr98NT from PacerMonitor.com. About H&S Express H&S Express, Inc., a Fairbank, Pa.-based freight shipping trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22811) on Sept. 29, 2020. The petition was signed by Kevin L. Hlatky, the company's president. At the time of the filing, the Debtor estimated assets of between $500,001 and $1 million and liabilities of the same range. Bononi & Company, P.C., is the Debtor's legal counsel. HASTINGS AND HOLLOWELL: Case Summary & Unsecured Creditor --------------------------------------------------------- Debtor: Hastings and Hollowell, Inc. 102 Caratoke Highway Moyock, NC 27958 Chapter 11 Petition Date: April 8, 2021 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 21-00806 Judge: Hon. David M. Warren Debtor's Counsel: Clayton W. Cheek, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC PO Box 1548 New Bern, NC 28563 Tel: 252-633-1930 Fax: 252-633-1950 E-mail: clayton@olivercheek.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lennie L. Hughes, treasurer. The Debtor listed Chesapeake City Treasurer as its sole unsecured creditor holding an unknown amount of claim. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DO5EXYA/Hastings_and_Hollowell_Inc__ncebke-21-00806__0001.0.pdf?mcid=tGE4TAMA HERTZ CORP: Selects Centerbridge, Warburg & Dundon for Exit Plan ---------------------------------------------------------------- The Hertz Corporation, et al., submitted a Second Amended Joint Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement on April 3, 2021, to disclose that the car rental service has selected a group led by Certares Opportunities LLC and Knighthead Capital Management, LLC as plan sponsors. The Debtors received credible plan proposals from three different potential sponsor groups: (1) the Ad Hoc Group of Unsecured Noteholders, (2) a group led by Certares and Knighthead ("Initial Plan Sponsors"), and (3) a group led by Centerbridge Partners, L.P., Warburg Pincus LLC, and Dundon Capital Partners, LLC (the "PE Sponsors"). The Debtors continued to negotiate with the competing sponsor groups and to consult with certain of their constituencies. Shortly after filing the First Amended Plan and First Amended Disclosure Statement, the PE Sponsors and certain holders of Unsecured Funded Debt Claims (the "Initial Consenting Noteholders, and collectively with the PE Sponsors, the "Plan Sponsors") agreed to make a firm commitment with respect to a proposal that improved on the PE Sponsors' proposal described in the First Amended Disclosure Statement. On April 3, 2021, the Debtors concluded that the Plan Sponsors offered the best-proposed transaction and filed the Plan. PE Sponsors Centerbridge Partners, L.P., Warburg Pincus LLC, and Dundon Capital Partners, LLC, bring unique operational expertise and investing experience as strategic partners to the Debtors. The PE Sponsors have an extensive track record of successful investment execution across sectors, geographies, and transaction types. The PE Sponsors are joined in their sponsorship of the Plan by the Initial Consenting Noteholders, who are party to, and identified in, the Plan Support Agreement. The Initial Consenting Noteholders are all members of the Ad Hoc Group of Unsecured Noteholders that formed in the Chapter 11 Cases and whose membership has been most recently disclosed in the Seconded Amended Verified Statement of Willkie Farr & Gallagher LLP and Young Conaway Stargatt and Taylor LLP Pursuant to Bankruptcy Rule 2019 [D.I. 3220]. In the aggregate, the Initial Consenting Noteholders hold over 85% of the Unsecured Funded Debt Claims. Their willingness to both accept Reorganized Hertz Parent Common Interests on account of their Claims and to provide substantial additional Cash through the New Money Investment to facilitate the Debtors' restructuring demonstrate strong support for the Debtors’ restructuring and will ensure that the Reorganized Debtors are well capitalized upon emergence from these Chapter 11 Case $5.363 Billion Enterprise Value The Plan implies a total enterprise value of approximately $5.363 billion. This is reflected through the issuance of new first-lien debt and the sale of new preferred and common stock of Hertz Global Holdings, Inc., the parent corporation of the Debtors ("Hertz Parent"). The new preferred stock of Hertz Parent is referred to in the Plan as the Preferred Stock and the new common stock of Hertz Parent is referred to in the Plan as the Reorganized Hertz Parent Common Interests. 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 canceled and will entitle Holders of such interests to no rights whatsoever. The Plan contemplates a recapitalization of the Debtors through a combination of the issuance of new debt and equity capital. Under the Plan, the Reorganized Debtors will issue $4.223 billion of new Reorganized Hertz Parent Common Interests, as follows (subject to dilution from the Preferred Stock and equity reserved or granted under the Management Equity Incentive Plan): (i) approximately 48.2% to the Holders of Unsecured Funded Debt Claims, in exchange for such Claims; (ii) approximately 9.5% to be sold to Dundon for $400 million; (iii) approximately 2.0% to be sold to Centerbridge for $82.5 million; (iv) approximately 2.0% to be sold to Warburg Pincus for $82.5 million; and (v) the remaining approximately 38.4% of Reorganized Hertz Parent Common Interests will be offered pursuant to the Rights Offering to Holders of Unsecured Funded Debt Claims. As part of their agreement to sponsor the Plan, the members of the Ad Hoc Group of Unsecured Notes have agreed to exercise the subscription rights provided pursuant to the plan to purchase Reorganized Hertz Parent Common Interests. The members of the Ad Hoc Group of Unsecured Notes have also agreed to purchase any Unsubscribed Shares not purchased by the other Unsecured Funded Debt Holders. The Plan also provides for the issuance of $385 million of Preferred Stock that will be sold in equal amounts to each of Centerbridge and Warburg Pincus. The Preferred Stock is convertible to Reorganized Hertz Parent Common Interests under the circumstances and subject to the conditions described in the term sheet. The Preferred Stock will accrue dividends in the amount of 4% per annum for the first three years (unless converted earlier), payable in the form of additional liquidation preference for the Preferred Stock. The Plan also provides for the Reorganized Debtors to obtain a $1.3 billion senior secured term loan to fund Plan distributions and a $1.5 billion revolving credit facility to fund their working capital needs. The transactions set forth in the Plan will raise approximately $3.873 billion in Cash proceeds : * $565 million from the purchase of Reorganized Hertz Parent Common Interests by the Plan Sponsors ; * $1,623 million from the purchase of stock pursuant to the Rights Offering; * $385 million from the purchase of Preferred Stock by Centerbridge and Warburg Pincus; and * $1,300 million in proceeds from the Exit Term Loan Facility. The funds generated by these transactions will be used, in part, to provide the following distributions to creditors: -- Payment in full of Administrative Claims, including all amounts due in respect of the Debtors' DIP Financing, cure costs arising from the assumption of Executory Contracts and Unexpired Leases, Section 503(b)(9) Claims, and accrued and unpaid professional fees; -- Payment in full of Claims arising from the Debtors' prepetition first-lien facilities; -- Payment in full of Claims arising under the Debtors' prepetition second lien notes; -- Payment in full of Other Secured Claims and Claims entitled to priority under section 507(a) of the Bankruptcy Code; -- Payment in full of Claims on account of the Debtors' guarantee of the HHN Notes; and -- Cash distributions to Holders of General Unsecured Claims in the estimated amount of 75% of the Allowed amount of such Claims. The Holders of Unsecured Funded Debt Claims will receive, in exchange for such Claims, 48.2% of the Reorganized Hertz Parent Common Interests, representing an estimated recovery of 75% on account of such Claims at the Plan value of such Interests, plus Subscription Rights to purchase Reorganized Hertz Parent Common Interests. The Debtors will emerge from chapter 11 protection with approximately $2 billion in global liquidity (inclusive of undrawn capacity under the Exit Revolving Credit Facility) and only $1.3 billion in corporate debt (exclusive of ABS facilities and letters of credit). The Debtors believe that such liquidity is sufficient to fund their operations after emergence and will provide them with the financial strength and flexibility required to successfully execute their business plan. In addition to the transactions, the Plan provides for the refinancing of the Company's U.S. ABS facilities and the continuation of the Company's foreign ABS facilities. Finally, the transactions contemplated by the Plan include the payment in full of the notes issued by non-Debtor Affiliate HHN and an injection of Cash prior to the Effective Date to meet the liquidity needs of the Debtors' European business. Specifically, as part of their agreement to sponsor the Plan, certain of the Plan Sponsors have agreed to provide an approximately $295 million (or approximately EUR250 million if denominated in euros) interim facility to fund the European businesses' immediate cash needs. The Plan provides that such facility will be repaid upon the Effective Date. The Debtors believe that, upon emergence, their European business will be well-positioned for success. Attorneys for the Debtors: Thomas E Lauria Matthew C. Brown WHITE & CASE LLP 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131 Telephone: (305) 371-2700 J. Christopher Shore David M. Turetsky Andrew T. Zatz Andrea Amulic 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Jason N. Zakia 111 South Wacker Drive Chicago, IL 60606 Telephone: (312) 881-5400 Roberto J. Kampfner Ronald K. Gorsich Aaron Colodny Andrew Mackintosh Doah Kim 555 South Flower Street, Suite 2700 Los Angeles, CA 90071 Telephone: (213) 620-7700 Mark D. Collins John H. Knight Brett M. Haywood Christopher M. De Lillo J. Zach Noble RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 910 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 A copy of the Disclosure Statement is available at https://bit.ly/31SGVGn from Prime Clerk, the claims agent. About The Hertz Corporation Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors tapped White & Case LLP as their bankruptcy counsel, Richards Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist them in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the committee. HIGHPOINT RESOURCES: Seeks to Hire Epiq as Administrative Advisor ----------------------------------------------------------------- HighPoint Resources Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as their administrative advisor. The Debtors require an administrative advisor to: (a) assist in the solicitation, balloting and tabulation of votes, and prepare any related reports in support of confirmation of a Chapter 11 plan; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to the plan; and (f) provide such other processing, solicitation, balloting and other administrative services The firm will be paid based on its pricing schedule: Clerical/Administrative Support $35 - $55 per hour IT/Programming $65 - $85 per hour Case Managers $85 - $165 per hour Consultant/Directors/Vice Presidents $165 - $195 per hour Solicitation Consultant $195 per hour Executive Vice President, Solicitation $215 per hour Executives No charge The Debtors agreed to provide Epiq a retainer in the amount of $15,000 and reimburse the firm for work-related expenses. Sophie Frodsham, consulting director at Epiq, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sophie Frodsham Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: +1 415 691 0775 About HighPoint Resources HighPoint Resources Corporation (NYSE: HPR) is a Denver, Colorado-based company focused on the development of oil and natural gas assets located in the Denver-Julesburg Basin of Colorado. Additional information about HighPoint may be found on its website at http://www.hpres.com/ On March 14, 2021, HighPoint and two affiliated companies filed petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10565) to seek confirmation of a prepackaged plan that would provide for a merger with Bonanza Creek Energy, Inc. In the petition, HighPoint disclosed assets of between $500 million and $1 billion and liabilities of the same range. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Tudor, Pickering, Holt & Co. and Perella Weinberg Partners as financial advisor, and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring is the claims agent and administrative advisor. Evercore and Vinson & Elkins, LLP serve as legal advisors to Bonanza Creek. Akin Gump, LLP serves as legal advisor to an informal group of HighPoint noteholders that signed the TSA. INDUSTRIAL REPAIR: Seeks to Hire Diller and Rice as Legal Counsel ----------------------------------------------------------------- Industrial Repair and Manufacturing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its rights, powers and duties in its Chapter 11 case; (b) advising and assisting the Debtor in the preparation of its bankruptcy schedules and statement of financial affairs; (c) assisting and advising the Debtor in connection with the administration of the case; (d) analyzing the claims of creditors and negotiate with such creditors; (e) investigating the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and the Debtor's business; (f) advising the Debtor and negotiating with respect to the sale of its assets; (g) investigating, filing and prosecuting litigation on behalf of the Debtor; (h) proposing a plan of reorganization; (i) appearing and representing the Debtor at hearings, conferences and other proceedings; (j) preparing or reviewing motions, applications, orders and other documents filed with the court; (k) instituting or continuing any appropriate proceedings to recover assets of the estate; (l) other legal services. Diller and Rice will be paid at these rates: Steven L. Diller $315 per hour Raymond L. Beebe $315 per hour Eric R. Neuman $285 per hour Adam J. Motycka $200 per hour The firm received a retainer in the amount of $6,500 from the Debtor, of which $1,738 was used to pay the filing fee. Steven Diller, Esq., attorney at Diller and Rice, 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. Diller and Rice can be reached at: Steven L. Diller, Diller and Rice, LLC 124 East Main Street Van Wert, OH 45891 Phone: (419) 238-5025 Fax:(419) 238-4705 Email: Steven@drlawllc.com About Industrial Repair and Manufacturing Industrial Repair and Manufacturing, Inc. provides warehousing and storage services. It is the fee simple owner of a storage warehouse located at 265 Rogers St., Delta, Ohio, valued at $1.42 million. Industrial Repair and Manufacturing filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30505) on March 26, 2021. Peggy Toedter, treasurer, signed the petition. At the time of filing, the Debtor disclosed $1,926,975 in assets and $5,756,050 in liabilities. Judge Mary Ann Whipple oversees the case. Steven L. Diller, Esq., at Diller and Rice, LLC, serves as the Debtor's counsel. INTELSAT SA: Filing Says Jackson Noteholders Differ on Bonus Pay ---------------------------------------------------------------- Allison McNeely of Bloomberg News reports that Intelsat SA and the creditors expected to own the company after it emerges from bankruptcy are far apart on which party should get any C-Band payments above the $4.9 billion expected for transferring its spectrum, according to cleansing documents. The bankrupt satellite company and its creditors have yet to reach an agreement over how it will restructure its debt. The company proposed that the Jackson noteholder group, who will take control of the company, shouldn't get any proceeds from the C-Band sale beyond the initial $4.9 billion expected from the Federal Communications Commission. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. JDL FEDERAL: Hits Chapter 11 Bankruptcy Protection -------------------------------------------------- Law 360 reports that an event center that looks out over Mile High Stadium has filed for bankruptcy as it fights in court with a subtenant running a pot shop. JDL Federal LLC, which owns Field House Event Venue, filed for Chapter 11 protection Wednesday, April 7, 2021, citing about $85,000 in liabilities and $31,000 in assets. Lance Goff, an attorney from Goff & Goff representing JDL Federal, said in an email that the pandemic -- which has halted most in-person events -- was only part of the "combination of factors" that led to the bankruptcy. The legal back-and-forth between JDL Federal and its sublessee, Mile High Medical Cannabis, also contributed, he said. According to a lawsuit by JDL Federal, that entity has leased the entire building at 1600 N. Federal Blvd. since early 2015. Since that time, it's subleased part of the space to five other entities. Of those, four are in good standing with their sublessor, but one, the cannabis vendor, has overstayed its welcome. Per the suit, which seeks an order to allow the rejection of Mile High Medical Cannabis' sublease, the pot shop's contract for the space was up at the end of 2019, but it's stayed in its location on JDL's rented property since then. The dispensary has cited a "vague" option clause, per the lawsuit, which JDL is arguing in court was in place as "general procedure" for the purpose of finding fair market rent extension. JDL majority owner Lisa Vedovelli, who did not respond to a request for comment, said in an affidavit filed in connection with the lawsuit that the presence of the cannabis vendor has also posed challenges for the events business. "The presence of MH Cannabis has a negative effect on the Debtor's business because it narrows the field of potential event tenants," the lawsuit reads. "For example, the Debtor has been unable to rent its Field House to student groups interested in hosting a prom there, it cannot rent to non-profits such as MADD and other groups which focus on health and sobriety, and it cannot host children's events." The lawsuit also states the bankruptcy filing is in jeopardy because of the sale of a restricted substance on site. "A Chapter 11 debtor cannot propose a good-faith reorganization plan that relies on knowingly profiting from the marijuana industry," the lawsuit reads. About JDL Federal JDL Federal LLC is the owner of the Field House Event Venue in Denver, Colorado. JDL Federal filed for Chapter 11 protection (Bankr. D. Colo. Case No. 21-11632) on April 7, 2021. It listed assets about $31,000 and liabilities about $85,000. The Debtor's counsel: Lance J. Goff Tel: (303) 415-9688 E-mail: lance@goff-law.com LANDS' END: S&P Withdraws 'B-' Issuer Credit Rating --------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on Lands' End Inc. at the company's request. At the time of the withdrawal there is no rated debt outstanding. LANNETT COMPANY: Moody's Rates New 1st Lien Secured Notes 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Lannett Company, Inc.'s new 1st lien senior secured notes. Moody's also affirmed Lannett's B3 Corporate Family Rating and B3-PD Probability of Default Rating, and the Speculative Grade Liquidity Rating remains unchanged at SGL-3. The outlook remains stable. Lannett is refinancing its capital structure, using proceeds from its proposed 1st lien senior secured notes, 2nd lien credit facility (unrated), and cash to fully refinance its existing term loan B. The deal is leverage neutral. At the same time, Lannett is upsizing its ABL revolver facility to $45 million from $30 million. The refinancing improves Lannett's debt maturity profile, extending debt maturities to 2026. The 2nd lien credit facility will have interest paid-in-kind (PIK) with a 10% coupon in the first year, shifting to 5% cash pay and a 5% PIK coupon thereafter, which will make deleveraging more dependent on earnings growth. Moody's will withdraw the rating on Lannett's existing term loan once repaid. The B1 rating on the 1st lien secured notes reflects the loss absorption provided by a significant amount of subordinated debt in the capital structure in the form of existing convertible notes and the new privately placed 2nd lien credit facility. The stable outlook reflects Moody's view that even though Lannett's debt/EBITDA will rise and remain high over the next 12 to 18 months, its liquidity will be sufficient and that good pipeline execution will continue. This higher leverage is due to ongoing erosion due to generic competition on several high value products and higher R&D investments to support its late stage pipeline drugs which will be critical to Lannett's ability to delever. Given Lannett's very high financial leverage, any setbacks in the development of Lannett's generic version of Advair, insulin glargine, insulin aspart, or to its on-market portfolio, could pressure the ratings. Lannett Company, Inc.: Rating assigned: 1st lien senior secured notes at B1 (LGD3) Ratings affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Outlook Actions: The outlook is stable RATINGS RATIONALE Lannett's B3 Corporate Family Rating is constrained by high financial leverage which Moody's expects will rise and remain over 9x debt/EBITDA through its fiscal year ending 2022. The rating is also constrained by Lannett's moderate size with revenues of between $500-$550 million and concentration in the US generic drug market. Critical to Lannett's ability to reverse earnings declines will be the cumulative contributions from higher value new product launches from Lannett's internal and acquired pipeline and strategic in-licensing deals. Lannett has several sizeable market opportunities that remain in development but are several years away. Importantly, Moody's expects Lannett to generate positive free cash flow over the next 12-18 months. The SGL-3 reflects Moody's expectation that liquidity will be adequate over the next 12-15 months. Lannett had $39 million of cash at December 31, 2020. Moody's forecasts free cash flow of $20-$30 million over the next 12 months. Interest paid on Lannett's second lien credit facility will be paid-in-kind which will support liquidity, although increase debt. Lannett has a $45 million asset-based revolver (ABL) that will expire in the earlier of April 2026 or 90 days prior to any debt maturity. The ABL has a springing fixed charge covenant only when availability drops below 15% (less than $6.8 million). The 2nd lien also has a minimum cash requirement of $15 million at the end of every month and $5 million at any time. Social risk considerations include Lannett's exposure to the lawsuit into generic drug price fixing by State Attorneys General. Lannett is a defendant alongside 33 other pharmaceutical companies and individuals. There is no set trial date, and Lannett's exposure to similar civil complaints also remain unresolved. Governance considerations include Lannett's very high financial leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include earnings shortfalls due to factors like competition, pricing pressure or expense growth, or an erosion in liquidity. Setbacks or unfavorable regulatory outcomes on Lannett's key late-stage pipeline assets, or negative legal developments related to its exposure to investigations into alleged generic drug price fixing could also result in a downgrade. The ratings could be upgraded if Moody's expects debt/EBITDA to be sustained below 5 times. Greater certainty related to generic drug price fixing exposure would likely also be needed. Lannett Company, Inc. ("Lannett"), headquartered in Philadelphia, Pennsylvania is a generic drug manufacturer and distributor with capabilities in difficult-to-manufacture products. Lannett reported revenues of $543 million for the twelve months ended December 31, 2020. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. LINKMEYER DEVELOPMENT: City Says Plan Unconfirmable --------------------------------------------------- The City of Lawrenceburg, Indiana, filed an objection to the Disclosure Statement explaining Linkmeyer Development II, LLC's Chapter 11 Plan. The Disclosure Statement the Debtor filed in Linkmeyer's 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. 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. So, for example, this Debtor, Linkmeyer Development II, LLC, owns no assets at all, while Linkmeyer Kroger, LLC, owns the two unimproved lots located in Tanners Creek South, and Debtor Linkmeyer Properties, Case No. 20-90898, owns the Waterview Commerce lots. 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 the Linkmeyer Properties case, Case No. 20-90898 and 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 this, 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. 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 tells the Court. Attorney for the 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 MADDOX FOUNDRY: Plan to Liquidate Assets to Pay Claims ------------------------------------------------------ Maddox Foundry & Machine Works, LLC, filed a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Plan marshals the Debtor's available resources to pay the claims of creditors through the disposition of the Debtor's assets, including the Foundry Assets and the Real Property. In general, the means for execution of the Plan include the orderly liquidation of (1) the Real Property, and (2) the Foundry Assets. The Debtor will use the resulting proceeds to make payments to creditors as provided in this Plan, in particular the Allowed Claims of McGurn Foundry, LLC and Kenneth McGurn. As the Disclosure Statement and the Plan explain, if the property is not put under contract for sale during an initial marketing period, then the Debtor's assets will be disposed of through an auction process or directly turned over to the McGurn Entities. Class 3 shall consist of the allowed secured claim of McGurn Foundry, LLC, totaling $4,512,350. After paying the commercially reasonable transaction costs associated with the sale of the Real Property, which shall be subject to Foundry's review and approval, the proceeds of the sale shall be disbursed to McGurn Foundry LLC as to McGurn Foundry, LLC's allowed Class 3 claim. If the Debtor has not closed a sale of the Real Property as of August 31, 2021, then the Debtor will arrange for one of two scenarios at the discretion of McGurn: Title to the Real Property and Foundry Assets shall be turned over to McGurn Foundry, LLC or the Real Property and Foundry Assets shall be auctioned to the public on or before Oct. 1, 2021, with McGurn Foundry, LLC, retaining the right to credit bid up to $1,500,000 at any such auction. Class 4 shall consist of the allowed unsecured claims totaling $461,540. The claims will be paid through the proceeds of the sale of the Real Property and Foundry Assets. Class 5 shall consist of the claims of Fletcher and Mary Hope totaling $1,042,000. Paid through the proceeds of the sale of the Real Property and Foundry Assets, but only after all other claims are paid in full. A copy of the Disclosure Statement is available at https://bit.ly/2OwEwOG from PacerMonitor.com. About Maddox Foundry & Machine Works Maddox Foundry & Machine Works, LLC, is a company that operates a foundry machine shop. It emerged from a prior bankruptcy in 2017. In February of 2019, Chase Hope took over control of the Debtor from his parents, Fletcher and Mary Hope through the Debtor's parent company, Green Health Science, LLC. By April 2019 the Debtor started to experience financial issues. The Debtor experienced cash-flow issues and was unable to service its seven-figure obligations to the McGurn Entities. Maddox Foundry & Machine Works, LLC, a company that operates a foundry machine shop, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-10211) on Oct. 7, 2020. At the time of the filing, the Debtor disclosed assets of $500,000 and liabilities of $4.495 million. Judge Karen K. Specie oversees the case. Seldon J. Childers, Esq., at ChildersLaw, LLC, serves as the Debtor's legal counsel and Dawn Moesser, ASA, of ICS Asset Management Services, Inc., as the Debtor's appraiser. METRONOMIC HOLDINGS: Crystal Lake Property Sale to 402 Federal OK'd ------------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Metronomic Holdings, LLC's sale of the real property located at 402 Federal Drive, Crystal Lake, Illinois, to 402 Federal Drive, LLC. The Auction of the Property was conducted on March 16, 2021, at 10:00 a.m., via remote ZOOM link by the Debtor's Court-approved auctioneer and broker, Hilco Real Estate, LLC. The highest and best bid submitted in connection with the Auction for the Property was submitted by the Buyer. The Sale Hearing was held on March 31, 2021, at 10:30 a.m. The Debtor's entry into the APA and the consummation of the Sale is approved in all respects. The closing of the Sale is delayed until 10 days after the last date of publishing of the Supplemental Notice, which, for the avoidance of doubt, such 10-day deadline will occur on May 17, 2021. The sale is free and clear of all Claims and Encumbrances of any person or entity, including, but not limited to, the claim of Valley Fire Protection System, LLC. In addition, the lien claim of Valley Fire Protection System, LLC will be released against the 402 LT Federal Drive Asset and the lawsuit filed by Valley Fire Protection System, LLC v. Metronomic, Inc., et.al., Case No. 20 CH 000135 in the Circuit Court of McHenry County will be dismissed with prejudice. As set forth in the APA, the Property includes, but is not limited to, the real property described therein. The APA is authorized and approved in its entirety. The Buyer is not assuming any contracts or leases and for the avoidance of doubt will further not be responsible for any obligations to pay any contractors or materialmen under any contracts for any labor, materials or otherwise with respect to any contracts related to any construction relating to 402 LT Federal Drive Asset and Successful Bidders only purchasing the rights to any warranties related to the 402 LT Federal Drive Asset and/or the completed construction. The Sale Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, or otherwise. The automatic stay pursuant to section 362(a) of Bankruptcy Code is modified, lifted, and annulled with respect to the Debtors and Buyer, to the extent necessary, without further order of the Court, to (a) allow the Buyer to deliver any notice provided for in the APA, and (b) allow the Buyer to take any and all actions permitted under the APA or the Sale Order. About Metronomic Holdings Metronomic Holdings, LLC is a real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, Fla., and McHenry County, Ill. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on September 23, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida Martinez Molina as its legal counsel. On March 3, 2021, the Debtor employed Pack Law, P.A. to serve as co-counsel with Weiss Serota Helfman Cole & Bierman, P.L., the firm handling its Chapter 11 case. METRONOMIC HOLDINGS: Sale of 17 Collateral Properties to Fuse OK'd ------------------------------------------------------------------ Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Metronomic Holdings, LLC's sale of the 17 remaining of Fuse Funding Fund I, LLC's 19 collateral properties to Fuse, but not with respect to the properties to be sold to The Vistas Group Global, Inc., and 402 Federal Drive, LLC. The Auction of the Fuse Portfolio Properties was conducted on March 16, 2021, at 10:00 a.m., via remote ZOOM link by the Debtor's Court-approved auctioneer and broker, Hilco Real Estate, LLC. The highest and best bids submitted in connection with the Auction for the Assets was submitted by the Buyer. The Sale Hearing was held on March 31, 2021, at 10:30 a.m. The Debtor's entry into the PSA and the consummation of the Sale is approved in all respects. The sale is free and clear of all Claims and Encumbrances of any person or entity. As set forth in the PSA, the Fuse Credit Bid Properties include, but are not limited to, the real property and improvements thereon of all the 17 parcels of real property listed in the APA and incorporated in the Order by the reference. The PSA is authorized and approved in its entirety. Fuse is not assuming any contracts or leases and for the avoidance of doubt will further not be responsible for any obligations to pay any contractors or materialmen under any contracts for any labor, materials or otherwise with respect to any contracts related to any construction relating to Fuse Credit Bid Properties and Successful Bidders only purchasing the rights to any warranties related to the Fuse Credit Bid Properties and/or the completed construction. The Sale Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, or otherwise. The automatic stay pursuant to section 362(a) of Bankruptcy Code is modified, lifted, and annulled with respect to the Debtors and Buyer, to the extent necessary, without further order of the Court, to (a) allow the Buyer to deliver any notice provided for in the PSA, and (b) allow the Buyer to take any and all actions permitted under the PSA or the Sale Order. About Metronomic Holdings Metronomic Holdings, LLC is a real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, Fla., and McHenry County, Ill. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on September 23, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida Martinez Molina as its legal counsel. On March 3, 2021, the Debtor employed Pack Law, P.A. to serve as co-counsel with Weiss Serota Helfman Cole & Bierman, P.L., the firm handling its Chapter 11 case. MOTORMAX FINANCIAL: Seeks Approval to Hire Bankruptcy Attorneys --------------------------------------------------------------- Motormax Financial Services Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Fife M. Whiteside, P.C. and Robert R. Lomax, LLC as its attorneys. The firms' services include: a. advising the Debtor with respect to its power and duties under the Bankruptcy Code; b. preparing legal papers; c. continuing existing litigation and conducting examinations incidental to the administration of the Debtor's estate; d. taking all necessary actions for the proper preservation and administration of the estate; e. assisting in the preparation and filing of a statement of financial affairs, bankruptcy schedules and lists; f. taking action with respect to the use of the Debtor's property pledged as collateral; g. asserting claims that the Debtor may have against others; h. assisting the Debtor in connection with claims for taxes made by governmental units; and i. other legal services. Fife M. Whiteside will act as primary counsel and the other firm as secondary counsel. Fife M. Whiteside and Robert R. Lomax will charge $250 per hour and $325 per hour, respectively. As disclosed in court filings, both law firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firms can be reached through: Fife M. Whiteside, Esq. Fife M. Whiteside, PC 1124 Lockwood Ave Columbus, GA 31906-2416 Tel: 706-320-121 Fax: 706-320-1217 Email: whitesidef@mindspring.com -- and -- Robert R. Lomax, Esq. Robert R. Lomax, LLC 1301 1st Ave #102 Columbus, GA 31901 Phone: +1 706-322-0100 About Motormax Financial Services Corp. Motormax Financial Services Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-40100) on March 29, 2021. In the petition signed by Karl White, chief executive officer, the Debtor disclosed total assets of $50,000 to $100,000 and total liabilities of $1 million to $10 million. Fife M. Whiteside, PC and Robert R. Lomax, LLC serve as the Debtor's attorneys. MYOMO INC: Signs Separation Agreement With VP --------------------------------------------- Myomo, Inc. entered into a transitional services and separation agreement with Jonathan Naft, the Company's vice president and general manager and a "named executive officer". The Separation Agreement provides for the termination of Mr. Naft and confirms that the last day of his employment with the Company to be March 31, 2021 as a result of his resignation without good reason (as defined in Mr. Naft's employment agreement with the Company). Mr. Naft is eligible to receive an equity grant in 2021 to the extent the Company's management team is eligible to receive such grants, which grant will be commensurate with the grant he would have received in his role with the Company prior to his departure. Such equity grant will become fully vested no later than Dec. 31, 2021. In addition, the Separation Agreement contemplates the entry by Mr. Naft into a Consulting Agreement. During Mr. Naft's consulting period, his equity awards, including stock options and restricted stock units, will continue to vest. Notwithstanding the foregoing, if Mr. Naft terminates his services to the Company as a result of its breach of his Consulting Agreement, or if the Company terminates his Consulting Agreement (other than due to his willful misconduct, refusal or failure to perform the consulting services, breach of the Separation Agreement or breach of the Consulting Agreement) or fail to renew his Consulting Agreement, then Mr. Naft's equity will fully vest. The transition services agreement also contains a general release of claims against the Company and a non-disparagement provision. Consulting Services Agreement On March 31, 2021, Mr. Naft also entered into a Consulting Services Agreement with the Company, pursuant to which Mr. Naft has agreed to provide certain consulting services as an independent contractor to the Company at a rate of $12,500 per month. In addition, Mr. Naft is eligible for a 2021 year-end bonus of up to $75,000 upon achievement of specific objectives and the Company's business results, subject to approval of the Company's board of directors and Mr. Naft's continuous service relationship with the Company through Dec. 31, 2021. The Consulting Agreement will be renewed on an annual basis beginning on January 1 of each year unless earlier terminated by the parties pursuant to its terms. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $11.56 million for the year ended Dec. 31, 2020, compared to a net loss of $10.71 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $14.71 million in total assets, $3.14 million in total liabilities, and $11.56 million in total stockholders' equity. NATIONAL MUSEUM OF AMERICAN JEWISH: Valued $66 Million, Says Judge ------------------------------------------------------------------ Law360 reports that a Pennsylvania federal judge Tuesday, April 6, 2021, ratified a bankruptcy court's finding that a bankrupt Philadelphia Jewish history museum's property is worth $66 million, saying the museum management's $10.5 million estimate doesn't factor its own intention to keep running the building as a museum. In her order, U.S. District Judge Wendy Beetlestone said the bankruptcy court judge was right to accept the higher valuation proposed by the secured lenders for the downtown Philadelphia location of the National Museum of American Jewish History. About Museum of American Jewish History The Museum of American Jewish History -- https://www.nmajh.org/ -- is a Pennsylvania non-profit organization which operates the National Museum of American Jewish History, the only museum in the nation dedicated exclusively to exploring and interpreting the American Jewish experience. The museum presents educational and public programs that preserve, explore and celebrate the history of Jews in America. The museum was established in 1976 and is housed in the Philadelphia's Independence Mall. On March 1, 2020, the Museum of American Jewish History sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Dilworth Paxson, LLP as its legal counsel and Donlin, Recano & Company, Inc. as its claims agent. NATIONAL RIFLE ASSOCIATION: LaPierre Failed to Report Yacht Trips ----------------------------------------------------------------- Steven Church and Neil Weinberg of Bloomberg News report that Wayne LaPierre, the top executive of the National Rifle Association, violated its policies and failed to disclose free overseas yacht trips, the powerful head of the gun-rights group told a federal bankruptcy judge who will decide whether to replace him with a trustee. Under questioning from a lawyer for New York's Attorney General, LaPierre defended the use of the yacht calling the trips a "security retreat." Family members joined him on at least some yacht trips he took annually for six years, LaPierre acknowledged in his testimony in federal court Wednesday, April 7, 2021. 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. NEW SEASONG: Court Approves Disclosure Statement ------------------------------------------------ Judge Harlin D Hale has entered an order approving the Amended Disclosure Statement of New Sea Song, LLC. April 29, 2021, is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. May 3, 2021, at 9:00 a.m. is fixed for the hearing on confirmation of the Plan in the Courtroom of the Honorable Harlin D Hale, 1100 Commerce Street, 14th Floor, Dallas, Texas. April 29, 2021, is fixed as the last day for filing and serving written objections to confirmation of the Plan. About New Seasong New Seasong LLC is the owner of a piece of real property located at 925 WillacyCircle, Cedar Hill, Texas. It was formed in October 2019 for the purpose of purchasing the Property. Based in Cedar Hill, Texas, New Seasong sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32105) on Aug. 19, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by Eric A. Liepins, P.C. NORTHERN OIL: Closes Acquisition of Reliance Marcellus' Properties ------------------------------------------------------------------ Northern Oil and Gas, Inc. closed on April 1, 2021, its previously announced acquisition of properties owned by Reliance Marcellus, LLC. Highlights: * Extends Northern's non-operated model to Appalachia – the leading US natural gas basin - and creates a national non- operated franchise, diversified by region and commodity mix * Northern paid closing consideration of $120.9 million in cash (including previously paid deposit), which is subject to final post-closing settlement, and 3.25 million common stock warrants * The cash closing payment was funded with borrowings under Northern's revolving credit facility, which had $263.0 million of outstanding borrowings as of March 31, 2021, prior to funding the closing, a reduction of $24.0 million from the previously announced balance as of March 11, 2021 * 2021 guidance reiterated for the acquired assets, including production of 75-85 MMcfpd and $20-25MM of CAPEX * Northern has hedged approximately 66% of forecasted remaining 2021 PDP gas production on the acquired assets at an average price of $3.00/MMbtu and 36% of forecasted Q1:2022 PDP gas production at an average price of $3.17/MMbtu MANAGEMENT COMMENTS "We are pleased to have closed this transformational acquisition, which enhances our high-return national non-operated business model with a key move into the Marcellus," commented Nick O'Grady, Northern's chief executive officer. "Furthermore, this transaction and our recent balance sheet advancements have positioned Northern as the natural consolidator of non-operated assets. With the Board and Management's substantial ownership of Northern's equity, we will only entertain transactions that clearly add immediate shareholder value and are accretive to our free cash flow and future dividend potential." About Northern Oil Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $872.09 million in total assets, $1.09 billion in total liabilities, and a total stockholders' deficit of $223.30 million. NTH SOLUTIONS: Chapter 11 Won't Affect Coatesville Center Project ----------------------------------------------------------------- Kennedy Rose of Philadelphia Business Journal reports that nth Solutions founder says the company's bankruptcy filing won't affect the Coatesville innovation center project. Exton-based nth Solutions has filed for Chapter 11 bankruptcy protection with plans to reorganize the company and continue supporting startups in Chester County. Susan Springsteen, nth Solutions' managing partner, cited the Covid-19 pandemic's impact on the product development company and its clients as a reason for the bankruptcy, filed in Pennsylvania Eastern District Court on March 26, 2021. "Covid's been difficult for everybody," she said. "I don't know anybody who's gotten through this unscathed in one capacity or another, whether it's business or personal." Nth Solutions focuses on product development and manufacturing, working with startups to develop intellectual property and patented products and get them to market. Springsteen, in a separate statement, said nth Solutions' day-to-day operations will continue as normal. Springsteen is also involved in a redevelopment project in Coatesville. Nth Innovation, which is separate from nth Solutions, is set to be the lead tenant in a new innovation center that will occupy the former offices of the Lukens Steel plant. She said the project will not be impacted by the bankruptcy filing, and said that nth Solutions could move to Coatesville in the future. She remains thankful for her partners and said that she'll continue work in developing Chester County. "We are still committed to Coatesville," Springsteen said in the statement. "The new nth Innovation Center, under construction in Coatesville, is unaffected, as it is separate from nth Solutions LLC, and on schedule to open its doors in May 2021." The project is located within a Keystone Innovation Zone, which offers tax credits to fledgling companies in certain industries, and will host a startup incubator. The KIZ allows companies to claim a tax credit based on revenue growth, and the program caps the tax credit at $100,000. The project is backed by Springsteen, her partner Eric Canfield and developer Proudfoot Capital, the Philadelphia Inquirer reported. The incubator will host companies like BioForce Analytics, a motion measurement technology company, and toilet flushing tech company H2O Connected, both of which nth Solutions has worked with in the past. Springsteen is the CEO of H2O Connected, as well. Several companies will be working in the incubator simultaneously, and Springsteen said she is working through agreements with other businesses now. Nth Solutions filed for bankruptcy under Chapter 11's Subchapter V, a special provision for small businesses. Subchapter V allows bankruptcy proceedings to move faster than traditional filings, as the debtor must file a plan for reorganization within 90 days. Creditors are also not required to approve the reorganization plan under Subchapter V, but the court must find that the debtor will be able to pay back creditors under the plan and that creditors are protected. "We are using Chapter 11 Subchapter V to responsibly pause, reorganize and emerge healthy and ready to move forward," Springsteen said in the statement. Springsteen declined to comment on nth Solutions' plans for restructuring. The company has between one and 49 creditors, with estimated liabilities between $1 million and $10 million, court filings show. Court records do not identify the company's largest creditors, and the total value of nth Solutions' assets is listed at $50,000 or less. About Nth Solutions Nth Solutions, LLC -- https://nth-solutions.com/ -- operates a facility located at 15 East Uwchlan Avenue in Exton, Pennsylvania, where it manufactures electronic and mechanical precision devices. In addition to its own product line, it also works with its clients using a proprietary market-driven methodology in order to produce additional "state-of-the-art" products. Nth Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 21-10782) on March 26, 2021. In the petition signed by Susan Springsteen, managing partner, member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. MASCHMEYER MARINAS P.C. represents the Debtor. NUVERRA ENVIRONMENTAL: Appoints David Nightingale as Director ------------------------------------------------------------- David J. Nightingale has been appointed to the board of directors of Nuverra Environmental Solutions, Inc. Mr. Nightingale, 63, has served as the chief executive officer of CIG Logistics since March 6, 2020. He previously served as the executive vice president, Wellsite Services of Select Energy Services, Inc. from November 2017 through March 29, 2019. Prior to Select's merger with Rockwater Energy Solutions, Inc. in November 2017, Mr. Nightingale served as the executive vice president and chief operating officer of Rockwater from June 2015 through the merger date and, prior thereto, as Rockwater's senior vice president, Fluids Management and executive vice president, Water Management. Prior to joining Rockwater, he served as the president of I.E. Miller, a former subsidiary of Complete Production Services, in Houston, Texas. Mr. Nightingale worked at Complete Production Services for seven years in a variety of leadership roles, including running the company's rig and heavy equipment moving division and a well servicing subsidiary in the Rocky Mountain region. Prior to that, he spent over 25 years in a number of engineering and operating management roles at several energy and midstream companies. Mr. Nightingale obtained his B.S. in Civil Engineering from Bradley University in Peoria, Illinois, and his M.B.A. from the University of Houston. Mr. Nightingale will serve as a member of the Audit Committee and the Compensation and Nominating Committee of the Board. There are no material plans, contracts, or arrangements, whether or not written, to which Mr. Nightingale is a party or in which Mr. Nightingale participates or entered into in connection with his appointment to the Board. Meanwhile, John B. Griggs resigned from the Board on and effective as of April 5, 2021. At the time of his resignation, Mr. Griggs served as the Chairman of the Audit Committee and as a member of the Compensation and Nominating Committee of the Board. Mr. Griggs has confirmed to the Company that his decision to resign was not the result of any disagreement with management or the Board, or related to the Company's operations, policies, or practices. In connection with Mr. Nightingale's appointment and Mr. Griggs' resignation, the Board appointed existing director Michael Y. McGovern as Chairman of the Audit Committee of the Board and Mr. Nightingale as Chairman of the Compensation and Nominating Committee of the Board. About Nuverra Nuverra Environmental Solutions, Inc. provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Its services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. The Company provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Nuverra Environmental reported a net loss of $44.14 million for the year ended Dec. 31, 2020, compared to a net loss of $54.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $191.07 million in total assets, $58.78 million in total liabilities, and $132.28 million in total shareholders' equity. OECONNECTION LLC: Moody's Assigns B2 Rating to $75M First Lien Loan ------------------------------------------------------------------- Moody's Investors Service assigned a B2 (LGD3) rating to OEConnection LLC's ("OEC") incremental $75 million senior secured first lien delayed draw term loan. The proposed issuance of a $75 million first lien senior secured term loan add-on, and a $75 million first lien senior secured incremental delayed draw term loan, does not affect the ratings or the outlook. Proceeds from the term loan add-on are expected to be used to fund the acquisition of a web-based provider of retail inventory management software ("RIM"), and to pay transaction fees. The new debt is expected to be fungible with the existing first lien senior secured term loan due 2026. The acquired target will complement OEC's core original parts sourcing software with planning tools that help auto dealers maintain optimal inventory levels. Assignments: Issuer: OEConnection LLC Gtd Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2 (LGD3) RATINGS RATIONALE OEConnection LLC's ("OEC") B3 corporate family rating reflects its small scale, with $182 million in revenue as of 2020, and very high debt/EBITDA at roughly 8.5x pro forma for the proposed acquisition (Moody's adjusted as of December 2020, including capitalized software as an expense and other adjustments). The incremental $75 million of debt is partially offset by the EBITDA contribution from the acquired target, but pro forma leverage at closing remains very high. The rating incorporates the expectation that OEC will continue to pursue debt-funded acquisitions that will sustain high levels of leverage, partially offset by the company's strong growth profile and deleveraging capacity. Moody's anticipates that OEC will continue to use the committed capacity under the new $75 million delayed draw term loan ("DDTL") to fund M&A targets that complement the company's suite of original parts and inventory software solutions. In 2020, the company utilized the majority of its previously committed delayed-draw capacity to fund the acquisitions of NuGen IT and Summit Consulting. Free cash flow to debt as of December 2020 was 3.5% (Moody's adjusted) and is expected to remain in the 1.5%-3.5% range, which is appropriate for the B3 rating category. OEC's revenue base is heavily dependent on its relationship with Ford and GM, and their network of affiliated dealerships, which creates customer concentration. The proposed acquisition of a RIM software provider with sizeable customers outside of OEC's traditional client base could open cross sell opportunities and support some diversification, but concentration remains high. OEC benefits from a leading position in the niche original equipment ("OE") auto parts market in the US. A stable recurring base of subscription revenues with high gross retention rates above 94% and a sticky business model embedded in client workflows are credit positive. The recession caused by COVID-19 led to a severe disruption in 2020 to OEC's cyclical client base (mainly franchised dealerships and original equipment manufacturers ("OEM")). Despite the headwinds, OEC's subscription-based revenue model generated positive growth in 2020, reflecting the stability of the business model and OEC's attractive value proposition by focusing on highly profitable service and parts operations. Healthy SaaS EBITDA margins around 40% and low capital expenditure requirements result in stable cash flow generation and partially mitigate the exceptionally high level of financial leverage. Long-standing relationships with OE manufacturers, affiliated dealers and auto repair shops create barriers to entry and an attractive network for prospective new dealers seeking to grow revenue from OE parts. The stable outlook reflects the expectation that OEC will return to high single-digit growth or above (including inorganic contributions), as the slowdown caused by COVID-19 wanes and OEC's client base resumes IT spending. EBITDA margins over the next 12 months are expected to decline slightly, within the 38%-40% range (Moody's adjusted), as wage reductions and other cost saving initiatives that were put in place in response to the COVID-19 shock roll off, offsetting the expansion from additional scale and price increases. Debt/EBITDA will benefit from top line growth, declining below 8x over the next 12-18 months, but we anticipate incremental debt-funded transactions could keep leverage at higher levels. Moody's expect the coronavirus impact will continue to wane in 2021 and overall macroeconomic conditions will improve as vaccination efforts are rolled out. However, the outlook and credit rating could be pressured if the recovery does not materialize or conditions deteriorate, leading to extended budget pressure among OEC's client base. The ratings for the individual debt instruments incorporate OEC's overall probability of default, reflected in the B3-PD, and the loss given default assessments for the individual instruments. The pro forma first lien credit facilities, consisting of a $50 million revolver expiring in 2024, a $530 million term loan maturing in 2026 and a $75 million delayed draw term loan (undrawn at closing), are rated B2, one notch higher than the B3 Corporate Family Rating ("CFR"), with a loss given default assessment of LGD3. The B2 first lien instrument rating reflects their relative size and senior position ahead of the second lien term loan, that would drive a higher recovery for first lien debt holders in the event of a default. OEC's $185 million second lien term loan, due 2027, is rated Caa2, two notches below the corporate family rating, with a loss given default assessment of LGD5. The Caa2 second lien term loan rating acknowledges its junior ranking as well as its relative size within the capital structure. The revolver (only) includes a 8.0x springing maximum first lien net leverage covenant, applicable when the revolver is at least 35% drawn. The term loans do not include any financial covenants. Moody's expect OEC will stay in compliance with the springing covenant if it were to draw on the revolver, given the generous EBITDA add-backs and our current outlook. Amortization on the first lien senior secured term loan (including the delayed draw facility) is 1% annually. Liquidity is adequate, with a cash balance of roughly $40 million as of December 2020 and our expectation for positive free cash flow to debt over the next 12-18 months. The undrawn $50 million revolver provides additional liquidity. In the past, OEC has drawn on the revolver to finance M&A, but has been able to fund internal obligations with operating cash flow or cash on hand. The company's software subscription SaaS business model with monthly billing results in minimal working capital swings and low capex, which also support liquidity. The new $75 million delayed draw term loan will provide additional liquidity to fund acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded (all metric Moody's adjusted) if 1) Debt/EBITDA is expected to remain below 6.0x; 2) FCF/debt is sustained above 5.0%; 3) OEC, which is private equity owned, can demonstrate a track record of conservative financial policies; and 4) stronger than anticipated revenue enables OEC to build meaningful scale. OEC's ratings could be downgraded if the impact of the coronavirus outbreak lasts longer than anticipated, reducing OEC's ability to improve its credit metrics through growth and creating further uncertainty. The ratings could also be downgraded (all metrics Moody's adjusted) if 1) organic revenue growth is sustained at low single-digit percentages or below, reflecting client losses or a slowdown in dealer penetration and cross-selling initiatives; 2) OEC undertakes a large leveraging transaction, or Moody's expects debt/EBITDA will be sustained above 8.0x without a path to deleveraging; 3) Moody's expects FCF/debt will be flat or negative; or 4) liquidity deteriorates. OEConnection provides cloud-based SaaS software solutions to automotive dealers, OEMs and auto repair shops, that allow them to efficiently identify, locate, and price original equipment parts for the completion of repair services. As a result of the 2017 acquisition of Clifford Thames and Bluegrasscoms in 2018, OEC expanded its presence into European markets and added electronic parts catalogues and repair databases to its product suite. As of the fiscal year ending December 2020, OEC reported $182 million in revenue. In September 2019, private equity owner Genstar Capital acquired a majority stake in the company. The principal methodology used in this rating was Software Industry published in August 2018. ORGANON & CO: S&P Assigns 'BB' Rating on New Senior Secured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to global pharmaceutical company Organon & Co.'s proposed senior secured notes due 2028, which it will issue in two tranches (a $2 billion tranche and a $1 billion euro-denominated tranche). The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '5' recovery rating to the company's proposed $1.5 billion senior unsecured notes due 2031. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 25%) in the event of a payment default. "Our 'BB' long-term issuer credit rating and stable outlook on Organon are unchanged." PACIFIC DENTAL: Moody's Assigns B1 CFR on Same Store Sales Growth ----------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and B1-PD Probability of Default Rating to Pacific Dental Services, LLC ("PDS"). Moody's also assigned a B1 rating to the company's proposed first lien senior secured revolver and term loan B. The rating outlook is stable. Proceeds from the $600 million term loan B will be used to refinance the company's existing debt and pay fees and expenses. The company will maintain an accordion feature on the term loan, the greater of $170 million and 100% of EBITDA, which can be used to fund new office growth. New Assignments: Issuer: Pacific Dental Services, LLC Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Gtd. $250 million senior secured revolver expiring 2026, Assigned B1 (LGD3) Gtd. $600 million senior secured Term loan B due 2028, Assigned B1 (LGD3) Outlook, Assigned stable RATINGS RATIONALE The B1 is constrained by PDS's history of negative free cash flow after growth investments and moderate leverage of 4.1x as of FYE 2020. Moody's expects that PDS will continue to have negative free cash flow in 2021 and 2022 given the company's rapid expansion, which is predominantly through new office openings. Beyond 2022, Moody's anticipates that PDS will begin to generate positive free cash flow. PDS has added nearly 200 offices since 2017. PDS expects to open another 50 new clinics in 2021 and 100 new clinics annually thereafter. There is a risk of market oversaturation given the rapid expansion plans of PDS and many of its competitors. The B1 also reflects moderate geographic concentration, with around 38% of revenue generated in California, which would make PDS more susceptible to a localized economic downturn or outbreak of the coronavirus. The rating is supported by PDS's strong track record of same store sales growth and management of new dental office expansion. PDS has strong dentist retention rates due to its dentist ownership model, which aligns the interests of the dentists with PDS. Further, the rating reflects PDS' good service diversity, with the majority of practice revenue made up of hygiene and general dentistry. In Moody's view, these characteristics make the company less susceptible to an economic downturn than other more specialized dentistry companies. Moody's expects the company's liquidity to be good over the next 12-18 months given the company's access to a $250 million revolver and $128 million in pro forma cash. However, given Moody's expectation for negative free cash flow after growth investments over the next 2 years the company will likely use much of the cash from its balance sheet or will rely on its revolver. That said, Moody's believes that some of the company's growth investments could be reduced to conserve liquidity if necessary, as PDS had done in 2020. Moody's considers coronavirus to be a social risk given the risk to human health and safety. Aside from coronavirus, PDS faces other social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider dental practices to face the same level of social risk as many other healthcare providers like hospitals. From a governance perspective, the management team has a strong track record of same office sales growth including over 20 years average industry experience. The founder and owner of the company serves as the CEO. While Moody's views this positively, it does present key man risk. Further, PDS has a unique ownership structure, where some dentists participate in practice ownership. Moody's believes this helps to align economic incentives with the dentists, but adds complexity to the organizational structure. Much of PDS's cash flow is generated by management fees paid by their dentists, repayment of loans from PDS to the dentists, and distributions of profit. This creates an incentive for PDS to continue to grow and add new offices. If the expansion strategy becomes too aggressive, this may result in new offices cannibalizing business from existing practices in a given market. From a financial policy perspective, Moody's anticipates that the company may pursue shareholder dividends. However, Moody's believes the dividends would be commensurate with earnings growth such that debt/EBITDA would not typically be maintained above 4.5x. While the company is pursuing an aggressive growth strategy, the B1 reflects Moody's view that the company will not pursue a dividend strategy that would be as aggressive as a typical private equity owned company, given PDS's unique governance structure. The outlook is stable reflecting Moody's expectation that the company will continue to generate positive same store sales growth and will effectively manage its expansion strategy. The stable outlook also reflects Moody's view that any shareholder dividend would be within the confines of maintaining debt/EBITDA in the 3.5x -- 4.5x range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates, or if the company fails to effectively manage its rapid growth. Specifically, if the company fails to maintain good liquidity (cash on hand and availability on its revolver) to cover expected cash burn after growth investments over a 12 to 18 month period, the ratings could be downgraded. The ratings could also be downgraded if adjusted debt/EBITDA is sustained over 4.5 times. Ratings could be upgraded if PDS moderates its expansion strategy, leading to sustained positive free cash flow while maintaining solid organic growth. Additionally, debt/EBITDA sustained below 3.5 times could support an upgrade. The proposed first lien term loan is expected to have no financial maintenance covenants. The proposed revolving credit facility will contain a maximum total net leverage ratio of 4.75x, which will increase by 0.25x for the quarter in which any permitted acquisition is consummated and the immediately succeeding fiscal quarter. In addition, the first lien credit facility contains incremental facility capacity up to the greater of $170 million and 100% LTM EBITDA, plus unlimited additional amounts up to 3.5x first lien net leverage ratio (if pari passu secured), up to 4.5x secured net leverage ratio (if junior secured), and up to 5.0x total net leverage ratio if unsecured. Asset transfers to unrestricted subsidiaries are permitted; there are no "blocker" provisions contemplated. Only wholly owned domestic subsidiaries must provide guarantees, raising the risk that guarantees may be released following a partial change in ownership. Pacific Dental Services, LLC ("PDS") provides management services to affiliate dental practices. The company supports 816 offices across 24 states and generated about $1.6 billion of revenue during the last twelve months ended December 31, 2020. PDS has been owned and led by its founder, Stephen Thorne, since 1994. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PALM BEACH BRAIN: US Trustee Says Disclosures Insufficient ---------------------------------------------------------- The United States Trustee for Region 21 objects to the disclosure statement and proposed plan filed by Palm Beach Brain and Spine, LLC, and its affiliates. The United States Trustee claims that Page 4 of the disclosure statement mentions main creditors but fails to indicate whether they are secured or unsecured creditors. Furthermore, the disclosure statement should provide more information regarding the depth and breadth of LOP's that were double sold and explain what this means. The United States Trustee points out that the disclosure statement should provide more information regarding the sale of MOSC including the sales price and the amount of the proceeds paid to parties from the sale. The information should indicate whether the stock or assets of MOSC was sold. The United States Trustee asserts that the treatment of Northern Trust in Class 4 provides that to the extent the assets of PBBS or MAG cannot cover the administrative expenses of those estates, such expenses would be paid from the MOSC estate. The U.S. Trustee questions whether this treatment is fair to the creditors of MOSC whose claims may not receive recovery if funds are paid to other estates' expenses. The United States Trustee questions whether the cases should be substantively consolidated at confirmation. If not, the U.S. Trustee raises the concern that creditors of one debtor's estate will be unfairly paid from proceeds of another debtor. The United States Trustee questions whether, based on the proposed plan treatment, Class 5 claims will be paid within a reasonable time to the fact that Class 6 claimants may receive Class 5 treatment. The United States Trustee questions whether Class 7 is deemed to reject the plan since equity will receive no distribution under the plan. The United States Trustee states that the disclosure statement fails to contain sufficient information and projections relevant to the creditors' decision to accept or reject the proposed plan. A full-text copy of the United States Trustee's objection dated April 1, 2021, is available at https://bit.ly/3fPTESk from PacerMonitor.com at no charge. About Palm Beach Brain & Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. Dr. Amos O. Dare, manager, signed the petitions. In its petition, Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia disclosed $5,081,861 in assets. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L., are the Debtors' bankruptcy attorneys. Eavenson Fraser Lunsford & Ivan, PLLC serves as special counsel. On Feb. 16, 2021, the Debtors filed their proposed Chapter 11 plan and disclosure statement. PALM BEACH: Fine-Tunes Plan Documents; MOSC Assets Sold for $1.5M ----------------------------------------------------------------- Palm Beach Brain & Spine, LLC, ("PBBS") Midtown Outpatient Surgery Center, LLC ("MOSC"), and Midtown Anesthesia Group, LLC ("MAG") submitted a Joint Amended Disclosure Statement for the Chapter 11 Plan on April 4, 2021. Echelon, Well States, Medfinance, Momentum Med-Link Capital, LLC; and Medical Financial Group are unsecured creditors to the extent that the receivables they purchased do not satisfy the amount each creditor is owed. In March 2020, the Debtors sold MOSC to a non-insider third party, which proved to be a complex transaction. As the secured creditor, the bulk of the net sale proceeds were used to pay down the Northern Trust claim, although there still remains a deficiency claim. The purchase price was $1,500,000.00. The MOSC assets that were sold are as follows: * All of Seller's interest in the Lease, as amended, of the Leased Premises; * All goodwill related to the facility where MOSC operated; * All of MOSC's interest in and right to transfer all necessary medical licenses to conduct business as current Facility, to the extent such Licenses are assignable to Purchaser, including ACHA approval which the Parties acknowledge will be processed under ACHA regulations as a post-closing; * All equipment, supplies, tools, fixtures, furniture, and all other tangible personal property of Seller relating to the Facility; * All Inventory held by MOSC as of the closing date. The MOSC assets that were not sold are as follows: * All Accounts Receivable and Payment Intangibles (including rights to letter of protection proceeds) of Seller; * The Corporate Records of Seller; * Any records relating to the Purchased Assets or the facility that MOSC was required by Applicable Laws to retain in its possession; * Any and all restricted and unrestricted cash and cash equivalents (including all restricted cash held by or for the benefit of the Seller or the Residents), cash accounts, including cash accounts serving as collateral for secured debt, letters of credit, insurance policies or programs, marketable securities and certificates of deposit, etc * Any and all commercial tort claims, avoidance actions under Chapter S of Title 11 the United States Code, and other chooses in action existing in favor of Seller. The General Unsecured Claims include all other allowed claims of Unsecured Creditors of the Debtors, subject to any objections that are filed and sustained by the Court. The general unsecured creditors shall be paid on a pro rata basis from the collection and liquidation of the Unsold Receivables. These cases shall not be substantively consolidated. Each Debtor's unsecured creditors shall only be paid from collection of that Debtor's receivables. The dividend to this class shall not commence until the Administrative claims and Classes 1-3 are paid in full. The source for payments under the Plan shall be the cash proceeds derived from the liquidation of the Debtors' collection of Unsold Receivables for each Debtor and any other assets of the Debtor that may be liquidated. A full-text copy of the Joint Amended Disclosure Statement dated April 4, 2021, is available at https://bit.ly/39X1HsK from PacerMonitor.com at no charge. Attorneys for Debtors: KELLEY, FULTON & KAPLAN, P.L. Craig I. Kelley, Esquire Florida Bar No.: 782203 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, Florida 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 About Palm Beach Brain and Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery, and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Judge Mindy A. Mora is the case judge. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L. are the Debtors' counsel. PAPER SOURCE: Auction of Substantially All Assets Set for May 7 --------------------------------------------------------------- Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized the bidding procedures proposed by Paper Source, Inc., and debtor affiliates in connection with the sale of substantially all assets to MidCap Funding Investments XI LLC, subject to overbid. The Stalking Horse Purchaser will acquire the Purchased Assets for, among other things, a credit bid equal to (a) the full amount of the obligations under the DIP Facility in the expected aggregate principal amount of $16 million and (b) up to the full amount of the obligations under the Prepetition First Lien Facility in the aggregate principal of roughly $72.8 million as of the Petition Date. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 3, 2021, at 5:00 p.m. (ET) b. Initial Bid: Any Qualified Bidder's initial Overbid and each subsequent Overbid will be at least a $250,000 increase in cash or cash equivalents, over the previous price. c. Deposit: 10% of the aggregate Purchase Price of the Bid d. Auction: If the Debtors receive more than one Qualified Bid, the Debtors will conduct the Auction to determine the Successful Bidder. The Auction will take place on May 7, 2021, at 10:00 a.m. (ET). The Auction will take place (i) by videoconference, or (ii) on such other date and/or at such other location or by other virtual means as determined by the Debtors. e. Bid Increments: $250,000 f. Sale Hearing: May 13, 2021, at 1:00 p.m. (ET) g. Closing: May 26, 2021 The Sale Notice is approved. Within three business days following entry of the Order, the Debtors will cause the Sale Notice to be served upon the Notice Parties or as otherwise provided in an applicable Case Management Order. Within three business days after entry of the Order, or as soon as practicable thereafter, the Debtors will place a publication version of the Sale Notice for one day in USA Today (National Edition) and post it onto the Case Website. The Notice of Successful Bidder is approved. After the conclusion of the Auction, and in no event later than May 10, 2021, the Debtors will file on the docket, but not serve except with respect to each counterparty to a Proposed Assumed Contract, the Notice of Successful Bidder identifying the applicable Successful Bidder and key terms of the agreement. The Potential Assumption and Assignment Notice is approved and fully incorporated into the Order. The Assumption and Assignment Procedures are approved. Within 10 days after entry of the Bidding Procedures Order, the Debtors will file with the Court, serve on the Notice Parties, and cause to be published on the Case Website, the Potential Assumption and Assignment Notice. The Cure Objections Deadline is 5:00 p.m. (ET) on the date that is 14 days following service of the Potential Assumption and Assignment Notice. The Debtors will file with the Court and cause to be published on the Case Website, the Potential Assumption and Assignment Notice within 10 days after the entry of the Order. The Debtors are authorized to establish an escrow account (or accounts) to accept Deposits from Qualified Bidders and may pay any reasonable fees related to such account. Any Deposits made by Qualified Bidders into the escrow account (or accounts) will not be property of the Debtors. The requirement under Local Bankruptcy Rule 9013-1(b) to file a memorandum of law in connection with the Motion is waived. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/utj7tc9s from PacerMonitor.com free of charge. About Paper Source Paper Source, Inc., operates as lifestyle brand and retailer of premium paper products, crafting supplies and related gifts, including custom invitations, greeting cards and personalized stationery and stamps. It sells fine and artisanal papers, wedding paper goods, books and gift wrap through its 158 domestic stores and its e-commerce website. The Company's administrative headquarters is in Chicago. Paper Source, Inc., and Pine Holdings, Inc., sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021. Paper Source estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Keith L. Phillips is the case judge. The Debtors tapped WILLKIE FARR & GALLAGHER LLP as bankruptcy counsel; WHITEFORD TAYLOR & PRESTON LLP as bankruptcy co-counsel; M-III ADVISORY, LP as restructuring advisor; and SSG CAPITAL ADVISORS, LLC, as investment banker. A&G REAL ESTATE PARTNERS is the real estate advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. PG&E CO: Has 33 Charges Related to 2019 Sonoma County Wildfire -------------------------------------------------------------- Law360 reports that Pacific Gas and Electric Co.(PG&E CO.) was hit with five felony charges and 28 misdemeanor charges in California state court for allegedly causing the 2019 Kincade Fire, which burned about 78,000 acres and destroyed 174 homes, the Sonoma County district attorney announced Tuesday, April 6, 2021. Jill Ravitch said that PG&E "recklessly" started the October 2019 fire, citing a California Department of Forestry and Fire Protection investigation that concluded that it was caused by a jumper cable on a PG&E transmission tower that broke in high winds, fell and then arced against the tower. The arcing caused "molten material" to fall into the vegetation around. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP is special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the Bankruptcy Court on June 20, 2020. PHUNWARE INC: Signs $25 Million Sales Agreement With B. Riley ------------------------------------------------------------- Phunware, Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which it may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share, through or to B. Riley, as agent or principal. Sales of shares of common stock under the Sales Agreement will be made pursuant to the Company's registration statement on Form S-3, as amended (File No. 333-252694), which was declared effective by the U.S. Securities and Exchange Commission on Feb. 11, 2021, and a related Prospectus Supplement filed with the SEC on April 7, 2021, for an aggregate offering price of up to $25,000,000. The Company is not obligated to sell any shares of common stock under the Sales Agreement. Each time the Company wishes to issue and sell shares of common stock under the Sales Agreement, the Company will notify B. Riley of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once the Company has so instructed B. Riley, unless B. Riley declines to accept the terms of such notice, B. Riley has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell such shares up to the amount specified on such terms. Under the terms of the Sales Agreement, B. Riley may sell shares by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. B. Riley's obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay B. Riley a commission of 3.0% of the gross proceeds of the sale price per share for shares of our common stock sold through or to B. Riley pursuant to the Sales Agreement. The Company has agreed to provide B. Riley with customary indemnification and contribution rights and to reimburse B. Riley for certain specified expenses. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein. The Company and B. Riley may each terminate the Sales Agreement at any time upon five days' prior written notice. Satisfies Obligations Under Convertible Note As previously reported on the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021, on March 25, 2021, the Company delivered to the holder of its Series B Senior Convertible Note issued July 15, 2020 a Company Optional Redemption Notice (as defined in the Series B Convertible Note) exercising its right to redeem and fully satisfy all obligations under the Series B Convertible Note on April 5, 2021. On April 5, 2021, the Company paid to the noteholder aggregate cash proceeds of approximately $13.9 million to satisfy all obligations under the Series B Convertible Note. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware reported a net loss of $22.20 million for the year ended Dec. 31, 2020, compared to a net loss of $12.87 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $31.84 million in total assets, $33.81 million in total liabilities, and a total stockholders' deficit of $1.98 million. S & A RETAIL: Gets OK to Hire Omni Agent Solutions as Claims Agent ------------------------------------------------------------------ S & A Retail, Inc. and S & A Distribution, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Omni Agent Solutions as claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. The standard hourly rates of Omni's professionals are: Analyst $35 - $50 Consultants $65 - $160 Senior Consultants $165 - $200 Solicitation and Securities Services $205 Technology/Programming $85 - $135 Paul Deutch, Esq., executive vice president of Omni, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Deutch, Esq. Omni Agent Solutions 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel. 212-302-3580 Ext 190 Fax. 212-302-3820 Email: paul@omniagnt.com About S & A Retail S & A Retail, Inc. and S & A Distribution, Inc. sell Geox branded footwear and apparel through wholesale and ecommerce distribution channels. They operate two retail stores in New York and Florida. S & A Retail and S & A Distribution filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 21-22174) on March 26, 2021. Bridgette Nally, secretary, signed the petitions. At the time of the filing, S & A Retail had between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Judge Robert D. Drain oversees the cases. The Debtor tapped Cohen, LLP as its legal counsel and Omni Agent Solutions as its claims and noticing agent. SCIH SALT: Moody's Gives B3 Rating on New $900MM Term Loan B ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to SCIH Salt Holdings Inc.'s proposed $900 million incremental 1st lien term loan B and $1.1 billion senior secured notes and a Caa2 rating to the proposed $700 million senior unsecured notes. At the same time, Moody's affirmed the B3 Corporate Family Rating, B3-PD probability of default rating and the B3 rating of the existing $900 million 1st lien term loan. The ratings outlook remains stable. Proceeds from the incremental term loan and the notes issuance along with $993 million in new cash from Stone Canyon (parent) and MCD, a management affiliate, will be used to fund the acquisition of K+S Aktiengesellschaft's Americas salt business ("Morton Salt"), retire the $200 million 2nd lien term loan, pay for the related transaction fees and expenses and add cash to the balance sheet. "The affirmation of the B3 CFR reflects Moody's views that while the $3.2 billion acquisition of Morton Salt is a leveraging event for SCIH Salt, the resulting increase in scale, expected cost synergies and earnings growth will enable the company to generate meaningful free cash flow that will be used for debt repayment and reduce leverage to levels more commensurate with a B3 rating in the next 12-24 months," said Botir Sharipov, Vice President and lead analyst for SCIH Salt. Assignments: Issuer: SCIH Salt Holdings Inc. Senior Secured Term Loan, Assigned B3 (LGD3) Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD6) Affirmations: Issuer: SCIH Salt Holdings Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Bank Credit Facility, Affirmed B3 (LGD3) Outlook Actions: Issuer: SCIH Salt Holdings Inc. Outlook, Remains Stable RATINGS RATIONALE SCIH Salt's B3 CFR reflects the company's increased scale, greater geographic reach and improved operational and end-market diversification, yet constrained by high leverage and still relatively limited product diversity. The rating also factors in the significantly lower but still meaningful reliance on weather-dependent revenues which are expected to make up about 44% of the total revenues (down from more than 75%) on a proforma basis. Considering the variability in deicing salt volumes and contract pricing, Moody's expects that the evaporated and solar salt products sold to more stable industrial and consumer end-markets will, on average, account for 50-55% of the company's revenues, which will mitigate the volatility in earnings and credit metrics caused by mild winters in the Great Lakes, Great Plains, Midwest and East Coast regions. This risk is further moderated by the company's de-icing operations in Western Canada where winters are typically longer and colder, ensuring a more stable base level of demand. The addition of Morton Salt business, comprised of Morton Salt (USA), K+S Windsor Salt (Canada) and Lobos (K+S Chile) will significantly increase SCIH Salt's size, improve its product mix, consolidate relationships with existing customers and broaden its customer base. Although, as required by regulators, the company will have to divest its existing US Salt evaporated salt business within approximately 120 days after the closing of the transaction, SCIH Salt will, nevertheless, become the largest salt company in the world outside of China with 12 salt mines, 8 evaporation plants, 4 solar salt plants, 15 processing plants and 130 storage facilities located in the US, Canada and Chile. This geographic reach and the total capacity of 29 million tons of bulk, specialty and evaporated salt products position the company well to service both the coastal and inland markets in North and South America. Assuming average winter, Moody's estimates that the company will be able to generate annual revenues in excess of $2 billion. SCIH Salt has strong long-term relationships with the diversified group of government and commercial deicing salt customers, large retail, home improvement and industrial companies and is expected to hold leading positions in every salt consuming end-market it serves, including culinary, food processing, industrial, pharmaceutical and chemical industries. The company also plans to leverage Morton, Windsor and Lobos brand awareness and strong customer loyalty to capture the changing market demands for more premium specialty salts. Morton Salt's EBITDA margins averaged about 15% in 2018-2020, significantly lower than the EBITDA margins of SCIH Salt, Compass Minerals and American Rock Salt. The management team of SCIH Salt identified $190 million in SG&A, operating, processing, procurement and other cost savings the company believes could be achieved in the first full 2 years and along with additional $73 million of incremental annual cost savings, sustained over the long term. While the disparity in operating margins between Morton Salt and other producers suggests that there is a significant opportunity to reduce costs, improve productivity and efficiency, rationalize SKUs, Moody's believes that given the scale and breadth of Morton Salt's operations, the size and the high degree of the labor force unionization, SCIH Salt could face challenges during the implementation of the planned cost-cutting initiatives, which could extend beyond the initial 2-year target period and lead to a protracted integration of the new business. Morton Salt generated $212 million in adjusted EBITDA (as reported by K+S AG for the Americas unit) in the year ended December 31, 2020, while SCIH Salt generated Moody's-adjusted EBITDA of about $128 million during the same period. Excluding the US Salt's estimated LTM EBITDA of about $40m and factoring in the increased acquisition-related borrowings and Morton Salt's lease liabilities, we estimate SCIH Salt's LTM December 2020 proforma EBITDA of about $300 million and Moody-adjusted leverage of 10.9x. While starting proforma leverage is high for the rating, Moody's believes that Morton Salt's and SCIH Salt's stand-alone EBITDA reflect the near-trough LTM earnings given the mild 2019-2020 winter, competitive 2020 bid season that led to double-digit declines in bid volumes and contract prices in certain states, and the below-average winter conditions in October-December 2020 (start of the 2020-2021 winter season). Strong winter activity in February in many of the markets served by the company is likely to lead to a drawdown in government and commercial customer inventories and result in the rebound in shipped volumes and revenues during the March quarter and a more successful 2021 bid season. Assuming average 2021-2022 winter conditions, moderate volume and pricing increases during the upcoming bid season and factoring in about $100 million in savings from synergies and cost cutting measures, Moody's expects SCIH Salt's EBITDA to grow to about $425-450 million in FY2022 (September year-end). The EBITDA growth along with the increased free cash flow that is expected to be used for debt repayment should reduce Moody's adjusted Debt/EBITDA to low-mid 7 times. Over the longer-term, Moody's expects the leverage to range between 4 times and 8 times depending on winter conditions, M&A activity and the company's initiatives to increase exposure to higher-margin consumer end-markets. The stable rating outlook reflects expectations that the company will successfully integrate Morton Salt and achieve a significant portion of the targeted synergies and costs savings, leading to a substantial growth in earnings. The stable outlook assumes that the majority of the projected free cash flow will be applied to debt repayment and Moody's adjusted leverage will trend down to lower 7x over the next 12-18 months. The stable outlook also assumes that the company will continue to generate free cash flow through mild winters. By the nature of its business, i.e. deriving a considerable portion of its revenues from the underground mining of rock salt deposits, SCIH Salt faces a number of ESG risks typical for a company in the mining industry, including compliance with stringent health, safety and environmental regulations. However, the ESG risks for the company are generally lower than those of base and precious metals producers because salt mining is considered less hazardous and requires less processing (crushing and grinding). That said, the company needs to maintain good social relationships with the communities surrounding its rock salt, evaporated and solar operations. While environmental risks are moderate, social and governance risk are above average given the high degree of workforce unionization, elevated leverage and the company's private ownership. SCIH Salt will have adequate liquidity supported by over $200 million in cash on hand and $400 million revolving credit facility undrawn at close. A substantial portion of this cash is expected to be spent on cost-saving initiatives and capex investments aimed at expanding operating margins and improving cash flow generation on a sustained basis. The company's liquidity position and expected positive free cash flow should comfortably support its first lien term loan annual amortization payments of $18 million and provide cash for incremental debt repayment. Moody's expects significant quarterly cash flow variation due to the seasonality of the salt business and expects the company to generally rely on the RCF to fund the inventory build-up before collecting significant cash in the first calendar quarter of the year. The first-lien senior secured credit facilities comprised of the $400 million first lien senior secured revolving credit facility that expires in 2025, the $1.8 billion first lien senior secured term loan due in 2027 and senior secured notes maturing in 2028 are rated B3, in line with the B3 CFR, reflecting the preponderance of the first lien debt in the capital structure. First lien facilities are secured by substantially all of the assets of the borrower and guarantors (domestic subsidiaries), 65% stock pledge of the Canadian subsidiaries that generate about 30% of the revenues and will have a negative pledge restricting their ability to incur debt and liens subject to certain carveouts. The first lien term loan contains no financial covenants and has an excess cash flow sweep of 50%, stepping down to 25% and 0% if the first lien net leverage ratio is less or equal to 4.41x and 3.91x, respectively. The revolving credit facility has a springing first lien net leverage covenant of 7.17x when the revolver is drawn at 35%. The Caa2 rating of the new senior unsecured notes reflects their lower priority position in the capital structure and their effective subordination to the secured debt. The notes will be guaranteed on a senior unsecured basis by substantially all of the assets of the borrower and guarantors (domestic subsidiaries). The guarantors (US entities) accounted for 61% of combined SCIH Salt's and Morton Salt's LTM September 30, 2020 revenues and 55% of total assets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if the company pays down debt so that in mild (trough) winter conditions leverage does not exceed 5.5x, retained cash flow to debt (RCF/Debt) is sustained above 10%, and the company maintains good liquidity and a conservative financial policy including no large debt-financed acquisitions and no significant dividend payments to the owners. Moody's could downgrade the ratings if the leverage remains elevated and does not trend down to low 7x over the next 12-18 months. The downgrade would also be considered if in mild (trough) winter conditions leverage is expected to exceed 8x and interest coverage to fall below 1.25x. Moody's could also downgrade the ratings if liquidity deteriorates, the company undertakes another large debt-financed acquisition or makes a significant distribution that will constrain its ability to maintain a credit profile appropriate for the B3 rating through mild winters. Headquartered in Overland Park, Kansas, SCIH Salt Holdings Inc. operates 12 salt mines, 8 evaporation plants, 4 solar salt plants, 15 processing plants and 130 facilities located in the US, Canada and Chile. The company is the largest salt producer of salt in the world ex. China providing de-icing, consumer and industrial salt products to a diverse group of customers. The company is owned by Stone Canyon Industries Holdings LLC, global industrial holding company with shareholders comprised of family offices, pensions and sovereign wealth funds. SCIH Salt Holdings Inc. generated about $301 million in gross revenues during the LTM ended December 31, 2020 and about $1.75 billion on a pro-forma basis. The principal methodology used in these ratings was Chemical Industry published in March 2019. SERENDIPITY LABS: Unsecureds Will Recover 100% of Their Claims -------------------------------------------------------------- Serendipity Labs, Inc., submitted a First Amended Disclosure Statement for its Chapter 11 pLan of Reorganization. The Debtor received the full DIP Financing Facility in a single advance on or about Dec. 4, 2020. The balance due on the DIP Financing Facility is approximately $1,100,000, including principal and interest. Under the Plan, 100% of the outstanding balance of the DIP Facility will be converted into equity in the Reorganized Debtor on the Effective Date. The Exit Investment is comprised of approximately $9,500,000 of committed new cash(excluding the DIP Financing Facility), and $2,699,228 of committed reinvestments of distributions due to Holders of Hall Facility Claims and November 2019 Noteholder Claims, for a total of not less than approximately $12,200,000. Under the Plan, Class 3 General Unsecured Claims totaling $3,695,000 will recover 100% of their claims. Each Holder of a General Unsecured Claim shall receive cash, plus interest accruing at the Federal Post-Judgment Rate from the Petition Date through the date of payment, to be made on the earlier of the Effective Date or the date upon which such General Unsecured Claim becomes Allowed. Class 3 is unimpaired. Holders of Class 6 Interests will retain their interests upon the Effective Date. Class 6 is impaired. The Debtor's cash flows are derived from a variety of different sources. First, the Debtor receives distributions from its non-debtor affiliates, SLFI and SLM, as those entities realize profits from their franchise and management activities, respectively. Second, the Debtor receives distributions that originate from its non-debtor operating affiliates as those entities realize profits from operations at their respective locations. Third, the Debtor provides technology platform services and support to all Serendipity Labs brand locations. The Debtor also has direct contracts with major corporate customers to centrally manage payment and service agreements for use of the entire network of Serendipity Labs locations. Counsel for the Debtor: Lee B. Hart Joshua H. Stein NELSON MULLINS RILEY & SCARBOROUGH LLP 201 17th Street, NW, Suite 1700 Atlanta, Georgia 30363 Tel: (404) 322-6000 Fax: (404) 322-6050 E-mail: lee.hart@nelsonmullins.com josh.stein@nelsonmullins.com A copy of the First Amended Disclosure Statement is available at https://bit.ly/2OwAAxo from PacerMonitor.com. About Serendipity Labs Serendipity Labs, Inc., is a workplace-as-a-service company that offers co-working, shared offices and team suites. It has over 35 locations in urban, suburban, and secondary markets across the United States. Serendipity Labs filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-68124) on July 15, 2020. John Arenas, chairman and CEO, signed the petition. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Sage M. Sigler oversees the case. Nelson Mullins Riley & Scarborough, LLP is the Debtor's legal counsel. SERTA SIMMONS: S&P Lowers ICR to 'CC' on Announced Tender Offer --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Serta Simmons Bedding LLC to 'CC' from 'CCC+'. S&P lowered its issue-level rating on the $127 million (outstanding as of Dec. 26, 2020)second-lien term loan due 2024 to 'C' from 'CCC-'. S&P's '6' recovery rating is unchanged. S&P placed the 'CCC-' rating on the $884 million (outstanding as of Dec. 26, 2020) first-lien term loan due in 2023, the 'B+' rating on the $200 million first-out super-priority term loan due in 2023, and the 'B' rating on the $851 million second-out super priority debt due in 2023 on CreditWatch with negative implications, meaning it could lower or affirm the ratings following its review. The recovery ratings remain '6', '1+', and '1', respectively. The downgrade reflects Serta Simmons' announcement that it will repurchase up to $76 million of second-lien debt. S&P views this proposed tender offer as a distressed restructuring because the capital structure is unsustainable and the company is paying well below par value for the debt. Serta Simmons is attempting to repurchase the entirety of the approximately $90 million remaining par second-lien tranche. Following the completion of the tender offer for the second lien debt, the company may use remaining proceeds leftover from the $76 million to repurchase first lien debt. The total repurchase amount is capped at $100 million by the credit agreement. The company previously repurchased $24 million of debt in the first quarter of 2021, which S&P did not view as a distressed repurchase because it was de minimis. Serta Simmons' operating performance remains weak and the capital structure remains unsustainable. S&P estimates adjusted leverage of about 14.6x for the fiscal year ended Dec. 31, 2020. The company has lost market share as competitors gained distribution over the past several years and supply shortages constrained sales. Additionally, Serta's high interest expense and rising commodity costs crimped operating cash flow that the company could reinvest into the business. Longer term, S&P believes it will continue to pursue debt restructuring opportunities to reduce excess interest expense. S&P said, "The negative outlook reflects the likelihood we will lower our issuer credit rating on Serta Simmons to 'SD' and our issue-level rating on its second-lien term loan to 'D' after completion of the proposed tender offer. We will then reevaluate all our ratings on Serta Simmons and resolve the CreditWatch on the first-lien and priority debt ratings." SERTA SIMMONS: Seeks Investors as It Intends to Put Old Debt to Bed ------------------------------------------------------------------- Jack Pitcher of Bloomberg News reports that troubled mattress maker Serta Simmons Bedding may be on the brink of default, less than a year after it completed a contentious debt restructuring. The company is asking investors to take a haircut on its approximately $90 million of outstanding second-lien debt, offering 60 cents on the dollar in a tender offer that expires April 16, 2021. S&P Global Ratings views the offer as a "selective default" and downgraded Serta Simmons to CC with a negative outlook on Monday, April 5. 2021. "Serta Simmons' operating performance remains weak and the capital structure remains unsustainable," S&P wrote in its downgrade note. About Serta Simmons Bedding Serta Simmons Bedding, LLC, is the parent company of Serta International Holdco, LLC, and Simmons Bedding Company, LLC. Both Serta and Simmons manufacture, distribute and sell mattresses, foundations, and other related bedding products. The company's brand names include Serta, Beautyrest, Tuft & Needle and Simmons. The company is majority-owned Advent International and generates about $2.2 billion in annual revenue. SIRINE LLC: All Creditors Unimpaired in Reorganization Plan ----------------------------------------------------------- Sirine LLC submitted a Second Amended Plan of Reorganization. This Plan of Reorganization proposes to pay creditors of Sirine, LLC from cash flow from operations, or future income. Non-priority unsecured creditors holding allowed claims will receive distributions which the proponent of this plan has valued approximately 100 cents on the dollar. All creditors are unimpaired. A copy of the Second Amended Plan of Reorganization is available at https://bit.ly/31W1Fgx from PacerMonitor.com. About Sirine LLC Sirine LLC, a Mobile, Ala.-based gas station, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-11952) on Aug. 6, 2020. At the time of the filing, the Debtor estimated assets of up to $50,000 and liabilities of between $50,001 and $100,000. Barry A Friedman & Associates, PC, is the Debtor's legal counsel. STEWART SUPERMARKET: Taps Atkinson Law Associates as Legal Counsel ------------------------------------------------------------------ Stewart Supermarket, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Atkinson Law Associates Ltd. as its bankruptcy counsel. The Debtor needs the firm's legal assistance to orderly liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted against the estate. Atkinson Law Associates will be paid at these rates: Attorneys $550 per hour Paralegals $180 per hour Atkinson Law Associates will also be reimbursed for out-of-pocket expenses incurred. The firm received a $11,717 security retainer. Robert Atkinson, Esq., a partner at Atkinson Law Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Atkinson Law Associates can be reached at: Robert Atkinson, Esq. Atkinson Law Associates Ltd. 8965 S Eastern Ave, Suite 260 Las Vegas, NV 89123 Tel: (702) 614-0600 Fax: (702) 614-0647 Email: robert@nv-lawfirm.com About Stewart Supermarket Stewart Supermarket, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-11508) on March 26, 2021. Maher Al-Sayegh, manager, signed the petition. At the time of the filing, the Debtor disclosed $115,944 in assets and $2,367,682 in liabilities. Robert E. Atkinson, Esq., at Atkinson Law Associates Ltd., represents the Debtor as counsel. STONEWAY CAPITAL: Case Summary & 24 Unsecured Creditors ------------------------------------------------------- Lead Debtor: Stoneway Capital Ltd. 80 Main Street P.O. Box 3200 Road Town, VG1110, British Virgin Islands Business Description: The Debtors are holding companies that do not directly carry on material business operations (except for SCC, which leases turbines to the Argentine Operating Subsidiaries), other than maintaining their ownership interests in their non-Debtor operating subsidiaries: Araucaria Power Generation SA, Araucaria Energy SA, SPI Energy SA and Araucaria Generation SA. The principal business of the Argentine Operating Subsidiaries is the construction, ownership and operation of four power- generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Chapter 11 Petition Date: April 7, 2021 Court: United States Bankruptcy Court Southern District of New York Six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Stoneway Capital Ltd. (Lead Case) 21-10646 Stoneway Capital Corporation 21-10647 Stoneway Energy International LP 21-10648 Stoneway Energy LP 21-10649 Stoneway Group LP 21-10650 Stoneway Power Generation Inc. 21-10651 Judge: Hon. James L. Garrity, Jr. Debtors' Counsel: Fredric Sosnick, Esq. Ned S. Schodek, Esq. Jordan A. Wishnew, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 848-4000 Email: fsosnick@shearman.com ned.schodek@shearman.com jordan.wishnew@shearman.com Debtors' Claims & Noticing Agent: PRIME CLERK LLC https://cases.primeclerk.com/StonewayCapital/Home-Index Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by David Mack, director. A copy of Stoneway Capital Ltd.'s petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KS6C5SQ/Stoneway_Capital_Ltd__nysbke-21-10646__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 24 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Siemens Energy Inc. Litigation Claim $22,523,011 4400 Alafaya Trail Orlando, FL 32826-2399 Tel: 407-736-7075 Paula Gonzalez Email: paulargonzalez@siemens.com 2. DF / Mompresa, S.A.U. Litigation Claim $4,480,653 Parque Cientifico Tecnologico Ada Byron, 90 33203 Gijon, Asturias (Spain) Tel: +34 985 1991 16 Ignacio Rodriguez Email: direccion.juridica@durofelguera.com 3. Siemens Energy AB Litigation Claim $1,735,208 Slottsvagen 2-6 612 83 Finspang, Sweden Peter Hjelm Email: peter.hjelm@siemens.com 4. Gramercy Energy Secured Unsecured $1,116,017 Holdings II LLC Note Claims c/o Gramercy Funds Management LLC 20 Dayton Avenue Greenwich, CT 06830 Tel: 203-552-1943 Attn: Tomas Serantes; Marc Zelina Email: tserantes@gramercy.com; mzelina@gramercy.com 5. Simpson Thacher & Legal Services $151,489 Bartlett LLP 425 Lexington Avenue New York, NY 10017 Tel: 212-455-2664 Todd Crider Email: tcrider@stblaw.com 6. Gemcorp Fund I Limited Unsecured Note $122,989 c/o Gemcorp Capital LLP Claim 1 New Burlington Place London, W1S 2HR United Kingdom Attn: General Counse/Operations Email: generalcounsel@gemcorp.net; ops@gemcorp.net 7. Gemcorp Multi Strategy Master Unsecured Note $47,489 Fund SICAV SCS Claim c/o Gemcorp Capital LLP 1 New Burlington Place London, W1S 2HR United Kingdom Attn: General Counsel/Operations Email: generalcounsel@gemcorp.net; ops@gemcorp.net 8. Araucaria Capital S.A. Administrative $45,790 Av. del Libertador 498, Services 15th Floor Buenos Aires, Argentina Tel: 54-11-5252-0303 Attn: President or General Counsel Email: info@araucariaenergy.com 9. Sargent & Lundy LLC Engineering $28,000 55 East Monroe Street Services Chicago, IL 60603 Tel: 312-269-9675 Terrence P. Coyne Email: terrence.p.coyne@sargentlundy.com 10. SS&C Intralinks Virtual Data $27,310 685 Third Ave, 9th Floor Room Hosting New York, NY 10017 Services Tel: 212-342-7676 Susie Xiao Email: sxiao@intralinks.com 11. Vista South America Inc. Travel Agent $25,000 12405 NE 6th Avenue Services North Miami, FL 33161 Tel: 305-266-3029 Attn: Ariel Wainer 12. Maples and Calder BV Legal Services $21,308 Sea Meadow House PO Box 173 Road Town VG1110 British Virgin Islands Tel: 284-852-3000 Chloe Harris Email: chloe.harris@maples.com 13. Aldebaran Group Ltd. Financial $19,719 12 Gough Square, 3rd Floor Consultant London, EC4A 3DW Services United Kingdom Tel: +44 7392 742245 Attn: Jacques Marie Blehaut 14. Epiq Corporate Consultant $19,213 Restructuring LLC Services 777 Third Avenue, 12th Floor New York, NY 10017 Tel: 312-560-6333 Attn: Brad Tuttle, Senior Managing Director Email: btuttle@epiqglobal.com 15. Baker & McKenzie LLP Legal Services $16,618 452 Fifth Avenue New York, New York 10018 Tel: 212-626-4100 Clyde Rankin, III Email: clyde.rankin@bakermckenzie.com 16. WD Capital Markets Inc. Financial $11,419 Wildeboer Dellelce Place Services Suite 805 365 Bay Street Toronto, Ontario M5H 2V1 Tel: 416-847-6907 Artur Agivaev Email: artur@wdcapital.ca 17. Cratos Global Power $11,411 3225 Shallowford Road, Suite Project 810 Marietta, Georgia 30062 Consulting Tel: 770-691-3120 Services Attn: President or General Counsel 18. Kekst and Company Inc. Media and $9,855 437 Madison Avenue, 37th Floor Communication New York, NY 10022 Services Tel: 212 521 4800 Daniel Yunger Email: daniel.yunger@kekstcnc.com 19. Atahualpa USA LLC Communication $8,000 6820 Indian Creek Dr., Unit 2F Services Miami Beach, FL 33141 Attn: Carlos Bussolini, Director 20. CT Lien Solutions Federal $7,535 c/o Wolters Kluwer Litigation 2700 Lake Cook Road Search Riverwoods, IL 60015 Services Tel: 800-833-5778 Attn: President or General Counsel Email: liensolutions.clientsupport@waltersk luwer.com 21. Citrix Systems Inc. Information $1,707 851 W. Cypress Creek Road Technology Fort Lauderdale, FL 33309 Services Tel: 800-424-8749 Attn: President or General Counsel 22. O'Farrell Inc. Legal Services $1,340 167 Madison Avenue, Suite 303 New York, NY 10016 Tel: 305-468-4614 Attn: Michael Joseph Email: info@ofarrelusa.com 23. Samuel Knight Consulting $468 City Quadrant, Offices 13-15 Services Waterloo Square Newcastle Upon Tyne, NE1 4DP United Kingdom Tel: +44 (191) 481 3620 Attn: President or General Counsel Email: energy@samuel-knight.com 24. Broadridge Financial Solutions $364 51 Mercedes Way Edgewood, NY 11717 Tel: 631-254-7422 Attn: Joseph Naso Email: joseph.naso@broadridge.com STONEWAY CAPITAL: Owner of 4 Argentine Power Plants in Chapter 11 ----------------------------------------------------------------- Argentine power plant operator Stoneway Capital Ltd. is seeking bankruptcy protection in the U.S. after failing to extend a standstill agreement with its creditors. The company, which had defaulted on bonds, filed for Chapter 11 in the Southern District of New York. It listed estimated liabilities of $1 billion to $10 billion, compared with estimated assets of $500 million to $1 billion. The Debtors are holding companies that own Argentine subsidiaries that own and operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Liquidity Woes David Mack, sole director, explained in court filings that despite generating over $100 million of EBITDA since its inception, the Company has struggled to generate sufficient free cash flow to support its working capital requirements and satisfy its ongoing principal and interest repayment obligations under its secured indebtedness. The Company's liquidity position also deteriorated significantly as a result of a number of industry and Company-specific challenges, including: a. Slower economic growth in Argentina, which resulted in a decline in aggregate energy consumption, and which coincided with the addition of generation capacity from new hydroelectric and renewable energy projects in the Argentine power market; b. The Company has experienced timing issues with respect to its revenue receipt from CAMMESA due to a number of reasons, including currency devaluation; c. SGLP incurred significant refinancing costs in relation to the Argentine Revolving Credit Facilities between September 2019 and February 2020, and several of its working capital facilities that matured in the third and fourth quarters of 2019 were not renewed; and d. the Argentine Operating Subsidiaries were required temporarily to adjust the form of upstream payments made to SCC due to Argentine exchange rate controls, resulting in delays and additional taxes on those payments. As a result of these business challenges, the Company has struggled to generate the liquidity necessary to satisfy its working capital, supplier and financial obligations. These issues are exacerbated by the Company's highly-leveraged capital structure. Funded Debt The Debtors' obligations for funded debt consists of: (i) senior secured notes in an aggregate outstanding principal amount, together with accrued and unpaid interest, of approximately $686.6 million issued by SCC, and which are guaranteed by two of the Debtors (SEI and SELP) and benefit from pledges of equity interests and other assets from each of the other Debtors; (ii) approximately $26.1 million in outstanding principal due under revolving credit facilities -- Argentine Revolving Credit Facilities -- for which certain of the Argentine Operating Subsidiaries are borrowers, but which also benefit from the same guaranty and collateral package as the Notes; and (iii) a term loan, the borrower of which is non-debtor GRM, but which is guaranteed by Stoneway Capital, SGLP and Stoneway Power, under which the outstanding principal amount, together with accrued and unpaid interest, is $271,680,900, plus fees, expenses, costs, and other charges arising under or related to the Term Loan. Canadian Proceedings Following a series of initial defaults in early 2020 and a limited exercise of remedies -- 2020 Exercise of Remedies -- by Gramercy Energy Secured Holdings II LLC, Gemcorp Fund I Limited and Gemcorp Multi Strategy Master Fund SICAV SCS -- Term Lenders -- the Company entered into a series of informal standstill agreements with the Term Lenders and holders of approximately 80% of the total principal amount of the Notes. On Sept. 21, 2020, the parties entered into a Restructuring Support Agreement, which contemplated a restructuring transaction to be implemented pursuant to a corporate plan of arrangement to be commenced by the Company under the Canada Business Corporations Act. The RSA demonstrated that the Debtors' key financial creditors believed that the Debtors could sustain indebtedness without a principal reduction in the Notes, and that the Debtors could achieve a comprehensive restructuring in the form of the Consensual Restructuring. Under the terms of the Consensual Restructuring, upon consummation of the Plan of Arrangement, (i) the Notes, would be converted into new secured new senior secured notes issued by the Company with a principal amount equal to the principal amount of the Notes and (ii) the Term Loan would be converted into 50% of the common shares and 100% of the preferred shares of GRM. Although the CBCA Proceedings had been commenced in the Ontario Superior Court of Justice (Commercial List) on Oct. 8, 2020, and the Debtors were well on the way toward closing the Consensual Restructuring, on Dec. 4, 2020, the Argentine Supreme Court issued a decision in an ongoing noise discharge dispute involving the Matheu Generation Facility, one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court Decision created significant uncertainty as it overturned a decision of the federal appeals court in San Martin, Buenos Aires, which previously had invalidated a 2017 injunction issued by the Campana Federal Court regarding the construction and operation of the Matheu Generation Facility. Due to the uncertainty caused by the Argentine Supreme Court Decision, the meeting of holders of Notes that had been scheduled to approve the Plan of Arrangement on Dec. 22, 2020, was adjourned to a date to be determined. On March 15, 2021, the Company, the Term Lenders and the Ad Hoc Group agreed to certain further amendments to the RSA in light of the developments with respect to the Argentine Environmental Claims, including the addition of certain additional covenants of the Company and the inclusion of a provision that would automatically terminate the RSA at 12:01 a.m. New York City Time on March 31, 2021 (the "Expiration Date"), unless extended by members of the Ad Hoc Group holding a majority of the Notes (the "Majority Members") by providing written notice at least three business days prior to such date (the "Extension Deadline"). On March 16, 2021, the Argentine Federal Court of Appeals issued its decision (the "March 2021 Decision") to uphold the 2017 Matheu Injunction and remanding the case to the trial court for further consideration. The Chapter 11 Filings The Extension Deadline for the RSA passed without the Expiration Date having been extended by the Majority Members. Even after the passing of the Extension Deadline, it is my understanding that the Term Lenders made one or more new proposals to the Ad Hoc Group, and that negotiations among the parties continue in an effort to reach a consensual resolution. In addition, the Debtors' counsel explored with counsel to both the Term Lenders the possibility of a forbearance short of a full resolution on the terms of an amendment to the RSA. Late in the evening of March 30, 2021, an informal standstill through 11:59 p.m. on April 7, 2021, was agreed to among counsel to the Debtors, counsel to the Ad Hoc Group and counsel to the Term Lenders. During the period of that informal standstill, discussions among the parties continued, however, as the expiration of the standstill approached, it became apparent that the discussions would not prove fruitful, and that the standstill would not be extended. As a result of the looming expiration of the informal standstill arrangement, the Debtors have commenced chapter 11 cases in order to put the automatic stay in place, maintain the status quo pending resolution of the various issues in Argentina, and ensure that neither the Indenture Trustee nor the Argentine Trustee take any action that could be detrimental or value destructive to the Company. It is possible that the Argentine Operating Subsidiaries may commence concurso preventivo proceedings under article 5 et seq. of the Argentine Bankruptcy Law No. 24,522 (Ley de Concursos y Quiebras), in the ordinary commercial courts of the Republic of Argentina ("Argentine Concurso Proceedings"). In addition, if appropriate, certain of the Debtors may also consider commencing Argentine Concurso Proceedings of their own. About Stoneway Capital Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. The Argentine subsidiaries operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8, 2020, the Company commenced proceedings under the Canada Business Corporations Act (the "CBCA"). The Debtors were well on the way toward closing the consensual restructuring when on Dec. 4, 2020, the Argentine Supreme Court issued a decision in an ongoing noise discharge dispute involving one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court Decision created significant uncertainty as it overturned a decision of the federal appeals court in San Martin, Buenos Aires. As a result of the looming expiration of the informal standstill arrangement, the Debtors have commenced chapter 11 cases in the U.S. in order to put the automatic stay in place, maintain the status quo pending resolution of the various issues in Argentina, and ensure that neither the Indenture Trustee nor the Argentine Trustee takes any action that could be detrimental or value destructive to the Company. Stoneway Capital Ltd. and five related entities, including Stoneway Capital Corp., sought Chapter 11 bankruptcy protection (Bankr S.D.N.Y. Case No. 21-10646) on April 7, 2021. Stoneway estimated liabilities of $1 billion to $10 billion and assets of $500 million to $1 billion. Shearman & Sterling LLP is the Debtors' counsel. Prime Clerk LLC is the claims agent. STREAM TV: Court Okays Lenders Opposition to Chapter 11 Dismissal ----------------------------------------------------------------- Law360 reports that a Delaware bankruptcy judge Wednesday, April 7, 2021, said the prospective Chapter 11 lender of Stream TV can continue to argue against dismissal of the bankruptcy case on the grounds the television tech company still has control of at least some overseas assets. At a brief virtual hearing, U.S. Bankruptcy Judge Karen Owens said proposed debtor-in-possession lender Visual Technology Innovation appears to have the standing to make its argument that Stream TV's secured lenders may not have met the local legal requirements to take control of all of the company's overseas assets, giving Stream TV the grounds to turn back the lenders' attempt. About Stream TV Networks Philadelphia, Pennsylvania-based Stream TV Networks, Inc., develops technology intended to display three-dimensional content without the use of 3D glasses. On Feb. 24, 2021, Stream TV Networks filed a Chapter 11 petition (Bankr. D. Del. Case No. 21-10433). The petition was signed by CEO Mathu Rajan, and the bankruptcy case is handled by Honorable Judge Karen B. Owens. The Company listed assets of about $100 million to $500 million and liabilities of $100 million to $500 million. DILWORTH PAXSON LLP, led by Martin J. Weis, is the Debtor's counsel. TMS INTERNATIONAL: Moody's Rates New $300MM Unsecured Notes 'Caa1' ------------------------------------------------------------------ Moody's Investors Service has assigned a Caa1 rating to TMS International Corp.'s proposed $300 million senior unsecured notes. TMS International's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 rating on its senior secured term loan B and the Caa1 rating on its existing senior unsecured notes and its stable outlook remain unchanged. The company plans to use the proceeds from the note offering to retire its existing $236 million 7.25% senior unsecured notes due 2025, pay down about $25 million of revolver borrowings, pay call premiums, fees and expenses and increase its cash balance. The rating on the existing notes will be withdrawn when they are redeemed. Assignments: Issuer: TMS International Corp. Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) RATINGS RATIONALE TMS International's B2 corporate family rating is supported by its strong market position, customer and regional diversity, downside protection afforded by its long-term contracts and its highly variable cost structure. It also reflects the high margins generated by its Mill Services Group and its good liquidity. TMS International's credit profile is constrained by its somewhat elevated financial leverage, weak interest coverage, exposure to the highly cyclical steel sector and inconsistent free cash generation due to periodic capital spending at new mill sites in advance of cash flow generation from those sites. Steel industry conditions significantly deteriorated during most of 2020 due to the impact of the coronavirus on key steel consuming end markets. The materially lower levels of steel production along with temporarily idled and permanently closed customer mill sites weighed on TMS International's Mill Services Group. In addition, declining scrap prices and lower volumes negatively impacted the operating performance of its Raw Materials and Optimization Group. However, the company's variable cost structure enabled it to quickly reduce costs while the downside protection of its contracts, which include base fees and tiered pricing that provides higher revenues per ton at lower volumes, enabled it to temper the impact on its operating performance. It also benefitted from recovering scrap prices and increased margins in its Raw Materials and Optimization Group late in the year. As a result, TMS reported adjusted EBITDA of about $153 million versus $156 million in 2019. TMS International's operating performance will materially strengthen in 2021 as steel production and scrap prices strengthen after a weak 2020. It will also benefit from the EBITDA contributions from the Stein Companies and Kent Environmental which were acquired in December 2020 and January 2021, respectively. The Stein Companies is a US focused steel mill services competitor of TMS and appears to be a good strategic fit and enhances the company's scale and customer diversity. The Kent acquisition presents the risk of entering a new line of business which inherently has environmental risks since a portion of its revenue comes from the transportation of petroleum contaminated materials, but does provide the opportunity for growth in a new business segment. These debt financed acquisitions could raise the company's leverage profile depending on their post-acquisition operating performance and the synergies achieved. However, TMS International's credit metrics should remain commensurate with its rating with a pro forma leverage ratio (debt/EBITDA) around 5.0x. TMS has a good liquidity profile with $33.2 million of unrestricted cash and net availability of $141.6 million on its $150 million asset-based revolving credit facility as of December 2020, which had no borrowings outstanding and $8.4 million in letters of credit. The company upsized the revolver to $150 million to accommodate its increased scale after the Stein and Kent acquisitions and extended the maturity to December 2025 from December 2021. TMS is expected to consistently generate free cash flow on a pro forma basis including Stein and Kent, but its free cash flow will be limited in the near term due to the payment of a $46 million dividend in March 2021 and investments in working capital as business conditions strengthen this year. Further acquisitions and dividend payments are a risk, but the company should maintain a good liquidity profile. The Caa1 rating on the senior unsecured notes reflects the effective subordination to the secured debt in the company's capital structure. The B1 rating on the $551 million senior secured term loan reflects its first priority lien on fixed assets and second priority lien on accounts receivables and inventory. The $150 million ABL has a first lien on the latter collateral. The stable outlook reflects the expectation that TMS International's operating performance will strengthen in 2021 and its credit metrics will remain commensurate with its rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING TMS International's ratings are not likely to experience upward pressure in the near term. However, the ratings would be considered for an upgrade if the company achieves substantially improved operating results and credit metrics. This would include maintaining a leverage ratio (Debt/EBITDA) below 4.5x and cash flow from operations above 13% of outstanding debt. The ratings would be considered for a downgrade if the company experiences a material reduction in borrowing availability or liquidity, or if its leverage ratio is sustained above 5.5x or cash flow from operations below 10% of outstanding debt. TMS International Corp., headquartered in Pittsburgh, PA., provides on-site steel mill services such as scrap management and preparation, semi-finished and finished material handling, metal recovery, slag handling, processing and sales, surface conditioning, raw materials procurement and logistics and raw material cost optimization. The company also provides environmental services including transportation of petroleum contaminated materials, petroleum recycling, vacuum services, hydro excavation and blasting, and container rental and management services. The company generated pro forma revenues of about $1.3 billion including the Stein and Kent acquisitions during the twelve months ended December 31, 2020. TMS has been owned by The Pritzker Organization since late 2013. The principal methodology used in this rating was Steel Industry published in September 2017. TOMMIE BROADWATER, JR: $550K Sale of DC Property to Benji Approved ------------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Tommie Broadwater, Jr.'s sale of the real property located at 4328 Alabama Avenue SE, in Washington, D.C., to Benji, LLC for $550,000. The sale is free and clear of liens, claims, encumbrances, and interests. The settlement agent Smart Settlements, LLC or any later selected title company relative to the transaction will deliver to The Burns Law Firm, LLC as Disbursement Agent a proposed final closing disclosure (HUD-1) prior to any proposed closing (and the Disbursement Agent will then file that final proposed CD on the docket in the case), which will reflect the assumed projected disbursements identified in the immediately following paragraph to be made by the settlement agent (or any necessary or appropriate changes to those to be conveyed upon update from the Disbursement Agent under the Plan). After payment of allowed Broker commission of $22,000; identified further reasonable closing costs from the CD referenced estimated at $5,000 including D.C. Tax (but no transfer or recordation/stamp taxes), water escrow if any and related charges, all subject to the CD’s actual figures, and the United States Trustee Program advance of $4,875 for first quarter 2021; and the administrative expense claims and post-confirmation net fees/costs reserve of The Burns Law Firm as detailed in the Motion of $106,157.97 and the administrative expense claims and reserve of Troy Emory, CPA of $32,620.00, all payable by the settlement agent on the closing CD (noting addresses below in this Order for check delivery by the settlement agent to each recipient herein), the settlement agent will disburse the remaining estimated proceeds to the Internal Revenue Service of $379,347.03 absent any necessary or appropriate adjustments/changes in the closing instructions presented by the Plan Disbursement Agent prior to presentment of the final CD and closing on the Property and Contract. A report of sale will issue within two business days of the closing to be received by the Debtor's counsel from the settlement agent. The Contract on the Property will close free and clear of any transfer taxes, recordation or stamp taxes and is excused from such taxes as it is a sale under a confirmed Amended Plan and the exemption under 11 U.S.C. Section 1146(a). The stay provided for by Fed. R. Bankr. P. 6004(h) is waived. The Debtor will by counsel upload a Report of Sale attaching the HUD-1 (closing disclosure post transaction) within 10 days from the date of the sale closing. If the Debtor's counsel does not receive confirmation of disbursement of the required proceeds and settlement sheet or closing disclosure (ie; HUD-1) within 90 days of the date of entry of the Order, the authority to sell granted by the Order will automatically terminate. Tommie Broadwater, Jr. sought Chapter 11 protection (Bankr. D. Md. Case No. 18-11460) on Feb. 2, 2018. The Debtor filed Pro Se. The Court appointed Theodore Meginson and M & M Real Estate Properties, L.L.C. as Broker. On Dec. 7, 2020, the Court approved the Debtor's Amended Disclosure Statement and confirmed the Debtor's Amended Chapter 11 Plan of Reorganization. TOWN SPORTS: Asks Court to Help Get Records from New Owner ---------------------------------------------------------- Katherine Doherty of Bloomberg News reports that Town Sports International Holdings Inc., the previous parent of the gyms, is asking the U.S. bankruptcy court to help it get financial records from the current owner of the bankrupt company, in part for use in preparing tax returns. In court filings this second week of April 2021, Town Sports said the two sides "attempted to negotiate" an agreement to share the information, only to reach a "stalemate" which "threatens irreparable harm" to the company's non-bankrupt affiliate. About Town Sports Town Sports International, LLC and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the Company operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members. Town Sports owns and operates brands such as New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Lucille Roberts and Total Woman. Town Sports and several of its affiliates filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14, 2020. The petitions were signed by Patrick Walsh, chief executive officer. The Debtors were estimated to have $500 million to $1 billion in consolidated assets and consolidated liabilities. The Hon. Christopher S. Sontchi presides over the cases. Young Conaway Stargatt & Taylor, LLP, and Kirkland & Ellis LLP have been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey, Inc., serves as financial advisor and investment banker to the Debtors, and Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. TRIANGLE FLOWERS: Unsecured Creditors to Get 13% in Plan -------------------------------------------------------- Triangle Flowers of Distinction, Inc., filed a Third Amended Plan of Reorganization on April 5, 2021. The sum of approximately $171,061 will be distributed as follows: * $38,864 to administrative claims; * $72,167 to the secured claim of FNB; * $3,829 to the secured claim of Ally Financial; * $11,061 to either the secured claim of Pinnacle Bank or pro rata to unsecured creditors; * The balance, or $46,004, to unsecured claims. Class 5 is a convenience class consisting of non-priority unsecured claimant whose claim is equal to $1,000 or less. Class 5 will be paid 13% of their claim amount in the first payment due under the Plan, with any payments to the convenience class being in addition to the first payment. Class 6 consists of all the non-priority unsecured claims, other than those in the Administrative Convenience Class, asserted against or scheduled by the Debtor. At this time, the Debtor estimates that the total amount of the claims comprising Class 6 is $342,161, $283,840 of which is estimated to be attributable to the claim asserted by FNB. Class 6will be paid 13% of their claim amount in 60 payments. Creditors will be paid pro rata in 60 equal payments of $752.41. The Debtor will make all payments from cash flow from operations as called for by the Plan. A copy of the Third Amended Plan of Reorganization is available at https://bit.ly/3dF7698 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. ULD LOGISTICS: Seeks to Hire Diller and Rice as Bankruptcy Counsel ------------------------------------------------------------------ ULD Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC as its bankruptcy counsel. Diller & Rice will assist in the preparation and implementation of the Debtor's plan of reorganization and will represent the Debtor in all matters relating to its Chapter 11 case. Steven Diller, Esq., at Diller and Rice, disclosed in a court filing that he does not represent nor hold any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Steven L. Diller, Esq. Diller and Rice, LLC 124 E Main St Van Wert, OH 45891 Phone: 419-238-5064/419-238-5025 Fax: 419-238-4705 Email: Steven@drlawllc.com Kim@drlawllc.com Eric@drlawllc.com About ULD Logistics ULD Logistics, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30509) on March 26, 2021. Peggy Toedter, managing member, signed the petition. At the time of the filing, the Debtor disclosed $1,491,071 in total assets and $5,660,360 in total liabilities. Judge John P. Gustafson oversees the case. Steven L. Diller, Esq., at Diller and Rice, LLC, represents the Debtor as counsel. UNITED SHORE: Fitch Assigns Final B+ Rating on $700MM Sr. Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+' final rating to the $700 million 5.5% senior notes due April 2029 issued by United Shore Financial Services, LLC (United Wholesale). Proceeds are expected to be used to pay down the MSR and equipment backed secured facilities and for general corporate purposes. United Wholesale has a Long-Term Issuer Default Rating (IDR) of 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS The final rating on United Wholesale's senior unsecured debt is one notch below the Long-Term IDR, given its subordination to secured debt in the capital structure, a limited pool of unencumbered assets and, therefore, weaker relative recovery prospects in a stressed scenario. United Wholesale's ratings reflect its solid franchise, with leading market share in the wholesale U.S. residential mortgage segment, solid asset quality performance in the servicing portfolio, strong earnings generation, improving capitalization, sufficient earnings coverage of interest expenses, a sufficiently robust and integrated technology platform, and an experienced management team with extensive industry background. The ratings are also supported by Fitch's expectation for increased funding flexibility following the execution of the planned senior unsecured note issuance. Rating constraints include the challenging economic backdrop, which Fitch believes may pressure asset quality over the medium term; continued reliance on secured, short-term wholesale funding facilities, with relatively limited duration; the breach of financial covenants during the early part of the coronavirus pandemic; and elevated keyperson risk related to the CEO and president, Mat Ishbia, who, together with the Ishbia family, exercises significant control over the company as majority shareholders. Additionally, the company's exclusive focus on the wholesale mortgage channel acts as a rating constraint, as volumes may be dependent on the outlook for the channel if further market share gains are limited. United Wholesale's leverage (gross debt to tangible equity) amounted to 3.4x at Dec. 31, 2020, down materially from 8.5x at YE19 due to increased net income and growth in retained earnings. Pro forma for the $700 million unsecured note issuance, Fitch estimates United Wholesale's leverage will increase to 3.6x. This falls within Fitch's 'bbb' category capitalization and leverage benchmark range of 3.0x-5.0x for balance sheet heavy finance and leasing companies with an 'a' category operating environment score. Fitch expects leverage to be maintained around 4.0x over the Outlook horizon as occasional shareholder distributions should be sufficiently offset by the retention of strong earnings. Corporate tangible leverage, which excludes the balances under warehouse facilities from gross debt, was 0.5x at Dec. 31, 2020 and estimated to be 0.6x pro forma for the new issuance, which is below the net debt incurrence covenant of 2.0x set forth under United Wholesale's senior unsecured notes. Fitch believes the cushion on this covenant provides sufficient operating flexibility. Consistent with other mortgage companies, United Wholesale remains reliant on the wholesale debt market to fund operations. Secured debt was 90% of total debt at YE20; comprised of warehouse facilities and secured bank lines of credit. Although United Wholesale's warehouse lenders are diverse, comprised of 15 global and regional banks, approximately 18.8% of its facilities were committed at YE20, which is below peers and finance and leasing companies more broadly. Fitch views favorably the company's plans to convert 35%-40% of total warehouse capacity to committed facilities in the coming months. United Wholesale's funding tenor is also of short duration with the majority of facilities maturing within one year, well above that of other non-bank financial institutions, which exposes United Wholesale to increased liquidity and refinancing risk. Fitch would view an extension of the firm's funding duration favorably. Fitch estimates that the percentage of unsecured debt to total debt increased to 17.6%, pro forma for the $700 million notes issuance, which is within Fitch's 'bb' category funding, liquidity and coverage benchmark range of 10% to 40% for balance sheet heavy finance and leasing companies with an 'a' category operating environment score. Fitch would view further increases in unsecured funding favorably as it would increase unencumbered assets and enhance the firm's funding flexibility, particularly in times of stress. Fitch views United Wholesale's liquidity profile as strong given actions already taken to shore up liquidity in response to the coronavirus pandemic, which is further augmented by the unsecured issuance as the debt proceeds are being used pay down the MSR backed secured facilities which will leave the MSR asset unencumbered post the issuance. As of YE20, United Wholesale had approximately $1.2 billion of unrestricted cash, which is expected to increase to $1.6 billion, pro forma for the new unsecured issuance. The liquidity position would be further enhanced if United Wholesale is able to execute on its plans to increase its committed funding. The Stable Outlook reflects Fitch's expectation that United Wholesale will maintain sufficient liquidity to address potential increases in servicing advances due to consumer mortgage forbearance programs in the event of a second wave of the pandemic. The Outlook also reflects expectations for relatively stable leverage, following the issuance of the unsecured notes, strong and consistent earnings generation, and execution on plans to increase the proportion of committed credit facilities to 35%-40%. RATING SENSITIVITIES The rating on the unsecured notes is sensitive to changes in the Long-Term IDR and would be expected to move in tandem. However, a material increase in unencumbered assets and/or an increase in the proportion of unsecured funding could result in a narrowing of the notching between United Wholesale's Long-Term IDR and the unsecured notes. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Include an inability to continue to increase the proportion of committed funding or the inability to effectively manage elevated servicer advance levels stemming from an increase in forbearance by borrowers and the potential for higher delinquencies following the lapse of forbearance programs. Leverage sustained above 5.0x over the Outlook horizon, increased utilization of secured funding that constrains the company's funding flexibility, regulatory scrutiny resulting in United Wholesale incurring substantial fines that negatively impact its franchise or operating performance, or the departure of Ishbia, who has led the growth and direction of the company, could also drive negative rating actions. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Include an improvement in funding flexibility, including a continued extension of funding duration, further increases in the proportion of committed facilities beyond the current plan, and/or an increase in unsecured debt and unencumbered assets. Demonstrated effectiveness of corporate governance policies, the maintenance of consistent operating performance, enhanced liquidity, and leverage maintained at or below 4.5x on a gross debt to tangible equity basis could also contribute to positive rating actions. ESG CONSIDERATIONS United Wholesale has an ESG Relevance Score of '4' for Governance Structure due to elevated key person risk related to its president and chief executive officer, Ishbia, who has led the growth and strategic direction of the company. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. United Shore also has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy and Data Security due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed above, 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. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond 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. UNITI GROUP: Moody's Rates New $570MM Secured Notes 'B2' -------------------------------------------------------- Moody's Investors Service has assigned a B2 to Uniti Group Inc.'s proposed $570 million senior secured notes due 2028 which will be issued by Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC. The B2 rating is the same as the rating on the existing secured debt. Uniti operates through a customary up-REIT structure under which it holds its assets through Uniti Group LP, a partnership that Uniti controls as general partner; Uniti Group Finance 2019 Inc. and CSL Capital, LLC are subsidiaries of Uniti Group LP. The net proceeds from the sale of the secured notes will be used to fund the redemption of the company's 6.6% secured notes due 2023. All other ratings including Uniti's B3 corporate family rating and stable outlook are unchanged. Assignments: Issuer: Uniti Group LP Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) RATINGS RATIONALE Uniti's B3 corporate family rating reflects the stronger linkage between Uniti's credit profile and Windstream's following Windstream's recent bankruptcy exit. Windstream is Uniti's largest tenant and the source of about 64% of its revenue and a greater percentage of EBITDA. Under renegotiated master lease agreements with post-bankruptcy Windstream which are now in effect, Uniti retains the same annual lease payment it has continued to receive throughout Windstream's bankruptcy and under the original master lease agreement's payment terms. Uniti also benefits from strengthened lease terms, including the addition of guarantees from subsidiaries of Windstream. In return, Uniti is also now contractually committed to providing up to $1.75 billion of growth capital investment (GCI) reimbursements, subject to project identification and meeting certain underwriting standards, to Windstream through 2030, the expiration year of the master lease agreements. While we expect Uniti to earn a market or near-market yield on its funding of these leasehold improvements, Windstream's successful execution of its business improvement plan and market share growth objectives will also largely determine Uniti's credit trajectory. Moody's believes the contractual nature of this post-bankruptcy arrangement more firmly links Uniti's credit profile to that of Windstream's credit profile than the linkage that existed between the two companies before Windstream's 2019 bankruptcy. While Windstream will need to be in compliance with certain financial covenants for Uniti to be obligated to annually fund the GCI reimbursements to Windstream, Uniti's investments in fiber and fiber related assets will aid and enable Windstream to better focus on accelerating fiber investments into residential portions of the copper-based network under the lease. The degree of linkage between Uniti's credit profile and Windstream will only meaningfully diverge when Uniti significantly diversifies its sources of revenue and EBITDA. Post Windstream's bankruptcy emergence, the innovative bifurcation of Uniti's pre-bankruptcy master lease agreement with Windstream into a consumer ILEC network lease and a CLEC network lease could facilitate the potential future sale of either of these two Windstream businesses focused on different end markets, which would advance Uniti's lessee and revenue diversification objectives. The renegotiated leases are cross-guaranteed and cross-defaulted unless Windstream ceases to be the tenant. Under terms of a broader settlement with Windstream, Uniti will also pay approximately $490 million to Windstream under a cash settlement assuming quarterly installments over five years. Moody's treats this as an amortizing litigation-related liability and has added the $490 million to Moody's adjusted debt calculation; Moody's adjusted EBITDA calculation is not affected. Uniti's need to meet future GCI reimbursements under renegotiated terms of its master lease agreements with Windstream, its minimum dividend required to maintain REIT status and currently high leverage constrain the company's rating. Moody's expectation for debt/EBITDA (Moody's adjusted) of approximately 6.4x at year-end 2021 reflects the likely funding of cash flow deficits with more debt than equity in 2021. Uniti's stable and predictable revenue and its high margins are supportive of higher leverage tolerance. Moody's estimates slightly lower debt/EBITDA (Moody's adjusted) in 2022 as the company delivers steady EBITDA improvement and is expected to employ more balanced external debt funding for organic growth and capital spending obligations. Uniti's acquisitions of fiber networks in recent years have aided nominal revenue diversification, and lease-up opportunities remain a viable means for increasing cash flow generation without additional capital spending. The company's June 2020 sale of tower assets and July 2020 sale of its Midwest fiber network assets boosted liquidity and highlight a streamlined and selective focus on core leasing and fiber businesses. However, Uniti's access to capital and cost of capital are critical inputs to its ability to sustain more significant future growth beyond its existing asset profile. Moody's views Uniti's liquidity as adequate. The company had $78 million in cash and $390 million of borrowing availability under its $500 million revolving credit facility at December 31, 2020. Negative free cash flow is expected in 2021 as a result of Uniti's dividend payout, steady but high capital intensity and GCI reimbursements to Windstream. The company is expected to have capital spending (Moody's adjusted) of $359 million in 2021 and $368 million in 2022, which includes annual GCI reimbursements Uniti is committed to advancing to Windstream through 2030. Moody's expects the company will draw on its revolver to help fund its capital spending with expected later refinancing from a combination of capital raised in the both the debt and equity markets when appropriate and consistent with its stated financial policy. The stable outlook reflects Moody's expectations over the next 12-18 months for marginal increases in recurring revenue, stable EBITDA margin trends and consistent capital intensity including GCI reimbursements to Windstream. An expectation for slightly declining debt leverage (Moody's adjusted) and liquidity to support manageable cash flow deficits further support the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Given Uniti's revenue and EBITDA concentration with Windstream and dependency on Windstream's sustained execution of its business improvement plan and share growth strategy, an upgrade is unlikely in the near term. Over the medium term, the ratings could be subject to upward pressure if (i) Windstream's credit profile improves, (ii) Uniti diversifies its revenue base such that its master lease agreements with Windstream comprise a substantially lower percentage of its revenue and EBITDA and (iii) Uniti demonstrates improving leverage and cash flow metrics. Moody's could lower Uniti's ratings if leverage were sustained above 6.5x or if there is credit profile weakening at Windstream or if the company's liquidity deteriorates. The principal methodology used in this rating was Communications Infrastructure Industry published in September 2017. Uniti Group Inc. is a publicly traded, real estate investment trust (REIT) that was spun off from Windstream Holdings, Inc. in April of 2015. The majority of Uniti's assets are comprised of a physical distribution network of copper, fiber optic cables, utility poles and real estate which are under long term, exclusive master lease to Windstream. Over time, Uniti has acquired additional fiber assets that it operates as a standalone carrier, serving enterprise and communications customers. WAND NEWCO 3: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Wand NewCo 3 Inc. (doing business as Caliber Collision) to stable from negative and affirmed its 'B-' issuer credit rating. The stable outlook reflects S&P's expectation that the company will generate a modest amount of free cash flow and maintain its current market share, sustainable capital structure, and adequate liquidity over the longer term even as its volumes remain weak due to the fallout from the pandemic. The outlook revision and affirmation reflect Caliber's improved liquidity position and higher cash flow generation. The company steadily improved its liquidity (cash and revolver availability) while growing its location footprint by 114 net new centers. Liquidity grew during the pandemic to about $600 million as of the end of December 2020 from roughly $293 million as of the end of March 2020. While the majority of the increase in its liquidity came from its issuance of $300 million of senior secured notes in May, Caliber was able to maintain its improved liquidity position by pursuing operating cost cuts and effectively managing its working capital. While S&P expects some of the gains in its working capital to reverse over the next few quarters, the company's same-store sales continue to recover. Additionally, while collision volumes remain about 20% below pre-pandemic levels, Caliber's same-store sales have declined by approximately 5% less than for the rest of the industry because it kept its stores open and maintained strong operating metrics throughout the pandemic. S&P expects the company to continue to gain some market share but anticipate that it could take some time for the collision industry to recover while workers continue to prefer working from home. S&P said, "Caliber's liquidity will likely decline over the next couple of years as it re-accelerates its growth initiatives, though we expect its liquidity to remain adequate. Historically, the company has used debt to fund its purchases of existing collision centers and the construction of new centers. In the near term, we expect Caliber to use its excess cash to be to add stores given its indicated desire to expand its footprint by 150-175 stores per year. This will drain its liquidity, though we expect its liquidity position to remain adequate over the next couple of years. Even if market conditions worsen, we believe Caliber has sufficient flexibility to reduce the pace of its expansion to preserve liquidity. "Despite our stable outlook, the company continues to operate with very high leverage. Caliber's leverage was over 10x in 2020 and we expect its leverage to remain above 8x in 2021. While we believe the company could deleverage further, the pace of its deleveraging will depend on how quickly its financial sponsor and management choose to increase its store base. "The stable outlook on Caliber reflects our expectation that, over the longer term, the company will generate a modest amount of free cash flow and maintain its market share, sustainable capital structure, and adequate liquidity even as its volumes remain weak due to the fallout from the pandemic. "While unlikely over the next year, we could raise our rating on Caliber if it sustainably reduces its debt to EBITDA toward 7.0x while maintaining free operating cash flow (FOCF) to debt of at least 3%-5%. This could occur if it improves its margins after the pandemic and the company employs a less-aggressive growth strategy. "We could lower our rating on Caliber over the next year if its EBITDA contracts significantly such that it cannot meet its financial covenants or it generates negative FOCF for an extended period and drains its liquidity. This could occur if its margins decline due to lower collision volumes or a loss of market share stemming from operating issues at its shops or a dispute with a major insurance company." WATERVILLE-MONCLOVA: Seeks to Hire Diller and Rice as Counsel ------------------------------------------------------------- Waterville-Monclova Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its rights, powers and duties in its Chapter 11 case; (b) advising and assisting the Debtor in the preparation of its bankruptcy schedules and statement of financial affairs; (c) assisting and advising the Debtor in connection with the administration of the case; (d) analyzing the claims of creditors and negotiate with such creditors; (e) investigating the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and the Debtor's business; (f) advising the Debtor and negotiating with respect to the sale of its assets; (g) investigating, filing and prosecuting litigation on behalf of the Debtor; (h) proposing a plan of reorganization; (i) appearing and representing the Debtor at hearings, conferences and other proceedings; (j) preparing or reviewing motions, applications, orders and other documents filed with the court; (k) instituting or continuing any appropriate proceedings to recover assets of the estate; (l) other legal services. Diller and Rice will be paid at these rates: Steven L. Diller $315 per hour Raymond L. Beebe $315 per hour Eric R. Neuman $285 per hour Adam J. Motycka $200 per hour The firm received a retainer in the amount of $6,500 from the Debtor, of which $1,738 was used to pay the filing fee. Steven Diller, Esq., an attorney at Diller and Rice, 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. Diller and Rice can be reached at: Steven L. Diller, Diller and Rice, LLC 124 East Main Street Van Wert, OH 45891 Phone: (419) 238-5025 Fax:(419) 238-4705 Email: Steven@drlawllc.com About Waterville-Monclova Properties Waterville-Monclova Properties, LLC is a Delta, Ohio-based company formed in 2006. Its business operations consist of holding and renting certain real property. Waterville-Monclova Properties sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30508) on March 26, 2021. In the petition signed by Peggy Toedter, managing member, the Debtor disclosed total assets of $1,201,810 and total liabilities of $5,496,430. Diller and Rice, LLC is the Debtor's legal counsel. Patricia B. Fugee has been appointed as Subchapter V trustee in the Debtor's case. Judge Mary Ann Whipple oversees the case. WC CUSTER CREEK: Unsecureds Will be Paid in Full Over 60 Months --------------------------------------------------------------- WC Custer Creek Property Center, LLC, filed an Amended Disclosure Statement. The Debtor's Plan provides for the reorganization of the Debtor and the treatment (and payment in full) of all Allowed Claims against and Interests in the Debtor. The Property is the Debtor's principal asset. In February 2020, the Debtor commissioned a formal appraisal of the Property, which appraisal reflects a $12,200,000 property value; therefore, the Debtor believes the Property value represents substantial equity value over and above the total alleged Secured Claims. On the Petition Date, the Debtor's books and records reflected outstanding accounts receivable (unpaid tenant rents) in the amount of approximately $533,708. Class 3 Unsecured Claims totaling $308,429 will be paid in full, in 60 monthly installments, with interest at 2% per annum. Class 3 is impaired. Class 4 Insider Claims will be paid in full only after payment in full of all Allowed Claims in Classes 1, 2 and 3. Class 4 is impaired. Holders of Class 5 Equity Interests will retain their existing Equity Interests; provided, that holders shall receive no distributions on account of such interests prior to the repayment in full of all Allowed Claims in Classes 1, 2, 3, and 4. Class 5 is impaired. All consideration necessary for the payment or tender of distributions under the Plan will be derived from cash on hand on the Effective Date, income generated by the Reorganized Debtor from operations, and 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 Co-Counsel for the Debtor: Omar J. Alaniz Michael P. Cooley REED SMITH LLP 2850 N. Harwood Street, Suite 1500 Dallas, TX 75201 Telephone: (469) 680-4200 Facsimile: (469) 680-4299 E-mail: oalaniz@reedsmith.com mpcooley@reedsmith.com A copy of the Disclosure Statement is available at https://bit.ly/2Q41oFq from PacerMonitor.com. About WC Custer Creek Center Property Nate Paul is a successful real estate entrepreneur in the Austin market—one of the hottest real estate markets in the country. WC Custer Creek Center Mezz, LLC is the manager of WC Custer Creek Center Property, LLC; and Nate Paul is the manager. WC Custer Creek Center Property owns an approximately 78,705 square feet parcel of real property improved by an income-producing shopping center in Plano, Texas. Austin, Texas-based WC Custer Creek Center Property, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-11202) on Nov. 2, 2020. Natin Paul, the manager, signed the petition. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Tony M. Davis oversees the case. The Debtor tapped Fishman Jackson Ronquillo, PLLC and Reed Smith LLP as its legal counsel. Columbia Consulting Group, PLLC is the Debtor's financial advisor. YACHT CLUB: Unsecureds to Recover 100 Cents on Dollar in Plan ------------------------------------------------------------- The Yacht Club Vacation Owners Association, Inc., submitted a Chapter 11 Plan of Liquidation. The Plan of Liquidation in the small business chapter 11 case is filed under chapter 11 of the Bankruptcy Code and proposes to pay creditors of the Debtor from cash flow from operations and the conversion and sale of its Vacation Ownership Interests ("VOIs) in a timeshare condominium after its conversion pursuant to the Plan to conventional condominiums. Unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued at approximately 100 cents on the dollar. The Plan also provides for the payment of administrative and priority claims and potential allocations to co-owners from sale proceeds. Counsel for the Debtor: Daniel D. Doyle Scott H. Pummell LASHLY & BAER, P.C. 714 Locust Street St. Louis, MO 63101 Tel: (314) 621-2939 Fax: (314) 621-6844 E-mail: ddoyle@lashlybaer.com spummell@lashlybaer.com A copy of the Chapter 11 Plan of Liquidation is available at https://bit.ly/3mqdLb2 from PacerMonitor.com. About Yacht Club Vacation Owners Association Yacht Club Vacation Owners Association, Inc., filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-41555) on Aug. 28, 2020, listing under $1 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Daniel D. Doyle, Esq., at Lashly & Baer, P.C., Attorneys at Law, serves as the Debtor's legal counsel. [^] BOOK REVIEW: The First Junk Bond ------------------------------------ Author: Harlan D. Platt Publisher: Beard Books Softcover: 236 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://www.beardbooks.com/beardbooks/the_first_junk_bond.html Only one in ten failed businesses is equal to the task of reorganizing itself and satisfying its prior debts in some fashion. This engrossing book follows the extraordinary journey of Texas International, Inc (known by its New York Stock Exchange stock symbol, TEI), through its corporate growth and decline, debt exchange offers, and corporate renaissance as Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI "flourished for a brief luminous moment but then crashed to earth and was consumed." TEI's story features attention-grabbing characters, petroleum exploration innovations, financial innovations, and lots of risk taking. The First Junk Bond was originally published in 1994 and received solidly favorable reviews. The then-managing director of High Yield Securities Research and Economics for Merrill Lynch said that the book "is a richly detailed case study. Platt integrates corporate history, industry fundamentals, financial analysis and bankruptcy law on a scale that has rarely, if ever, been attempted." A retired U.S. Bankruptcy Court judge noted, "(i)t should appeal as supplementary reading to students in both business schools and law schools. Even those who practice.in the areas of business law, accounting and investments can obtain a greater understanding and perspective of their professional expertise." "TEI's saga is noteworthy because of the company's resilience and ingenuity in coping with the changing environment of the 1980s, its execution of innovative corporate strategies that were widely imitated and its extraordinary trading history," says the author. TEI issued the first junk bond. In 1986 it achieved the largest percentage gain on the NYSE, and in 1987 suffered the largest percentage loss. It issued one of the first bonds secured by a physical commodity and then later issued one of the first PIK (payment in kind) bonds. It was one of the first vulture investors, to be targeted by vulture investors later on. Its president was involved in an insider trading scandal. It innovated strip financing. It engaged in several workouts to sell off operations and raise cash to reduce debt. It completed three exchange offers that converted debt in to equity. In 1977, TEI, primarily an oil production outfit, had had a reprieve from bankruptcy through Michael Milken's first ever junk bond. The fresh capital had allowed TEI to acquire a controlling interest of Phoenix Resources Company, a part of King Resources Company. TEI purchased creditors' claims against King that were subsequently converted into stock under the terms of King's reorganization plan. Only two years later, cash deficiencies forced Phoenix to sell off its nonenergy businesses. Vulture investors tried to buy up outstanding TEI stock. TEI sold off its own nonenergy businesses, and focused on oil and gas exploration. An enormous oil discovery in Egypt made the future look grand. The value of TEI stock soared. Somehow, however, less than two years later, TEI was in bankruptcy. What a ride! All told, the book has 63 tables and 32 figures on all aspects of TEI's rise, fall, and renaissance. Businesspeople will find especially absorbing the details of how the company's bankruptcy filing affected various stakeholders, the bankruptcy negotiation process, and the alternative post-bankruptcy financial structures that were considered. Those interested in the oil and gas industry will find the book a primer on the subject, with an appendix devoted to exploration and drilling, and another on oil and gas accounting. Harlan Platt is professor of Finance at Northeastern University. He is president of 911RISK, Inc., which specializes in developing analytical models to predict corporate distress. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***