/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210422.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 22, 2021, Vol. 25, No. 111 Headlines 1 VISION LLC: Claims Will be Paid from Property Sale/Refinance 531 MANAGEMENT: Unsecured Creditors Unimpaired in $5.9M Sale Plan 625 FUSION: Red Door Asian Bistro Files for Chapter 11 Bankruptcy ABRI HEALTH CARE: Hits Chapter 11 Bankruptcy Protection AGAPE' ASSEMBLY: Sets Bidding Procedures for Orlando Property ALPHA MEDIA: Asks Court's OK to Get PPP Loan, Cites SBA Rule Change ANDINA GOLD: Signs Employment Contract With New CEO ARCHDIOCESE OF NEW ORLEANS: Panel Taps Stewart Robbins as Counsel AUTO RECYCLERS: May Use Therondunn Cash Collateral Thru May 5 AUTO RECYCLERS: Wins Access to Fincastle Cash Thru May 5 BAUMANN & SONS: Seeks to Hire Omni Agent as Administrative Agent BL RESTAURANTS: Jaymeet S. Mann Buying Liquor License for $275K BOURDOW CONTRACTING: Gets OK to Hire Warner Norcross as Counsel BOURDOW CONTRACTING: Hires Greenwood Financial as Accountant CCO HOLDINGS: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable CHINA FISHERY: Unsecureds to Recover Up to 39.5% in Creditors' Plan CHRISTIAN CARE: Fitch Withdraws D Ratings on 2014/2016 Bonds COLLECTED GROUP: Seeks Approval to Hire Young Conaway as Co-Counsel COLLECTED GROUP: Seeks to Hire Berkeley Research Group, Appoint CRO COLLECTED GROUP: Seeks to Hire Epiq as Administrative Advisor COLLECTED GROUP: Seeks to Hire Paul Weiss as Bankruptcy Counsel COLLECTED GROUP: Seeks to Tap Miller Buckfire as Investment Banker COUNTRY FRESH: Creditors' Committee Seeks to Hire Canadian Counsel DESOTO OWNERS: Court Okays Stipulation with Romspen DONUT HOUSE: May Use Cash Collateral on Final Basis ENCINO ACQUISITION: Fitch Alters Outlook on 'B' LT IDR to Stable EVEN STEVENS: April 22 Hearing on Bid Procedures for 92% Equity EVEN STEVENS: Seeks to Resched Accelerated Bid Procedures Hearing FESTIVE WORKS: Creditors to Get Proceeds From Liquidation FLORIDA TILT: Wins Interim OK to Use Cash Collateral Until July FRESH ACQUISITIONS: Old Country Buffet Goes Bankrupt for 4th Time GENEVA VILLAGE: Geneva OPCO LLC Buying All Operating Assets GENEVA VILLAGE: Objection to Sale of Operating Assets Due April 22 GENEVA VILLAGE: Seeks Shortened Time for Hearing on Sale of Assets GENWORTH MORTGAGE: Fitch Puts 'BB' IDR on Watch Positive GEORGE WASHINGTON: Stalking Horse Bidder Ok'd for All Assets Sale GLOBAL NV: Taps Wadsworth Garber as New Counsel GRACE DENTAL: Taps Peter Freuler & Associates as Accountant GREENSILL BANK: Chapter 15 Case Summary GREENSILL BANK: Files for Chapter 15 Bankruptcy Protection GREENSILL CAPITAL: U.S. Trustee Appoints New Committee Member GRIDDY ENERGY: Seeks to Hire Baker Botts as Legal Counsel GULFPORT ENERGY: Wins Creditors' Support for Reorganization Plan HERON DEVELOPMENT: Voluntary Chapter 11 Case Summary HIPALINE LTD: Insolvency Fends Off GCM Bid for Sanctions HPG OF TENNESSEE: Taps Harris Shelton Hanover Walsh as Counsel HR NORTH: Case Summary & 2 Unsecured Creditors HUNTERS POINT: Seeks to Hire Mark Roher as Bankruptcy Counsel ISLAND VIEW: Unsecureds' Recovery "Unknown" in Trustee's Plan IT'SUGAR FL: Unsecured Creditors Will Get 15% of Claims in Plan JACKSON STREET: Voluntary Chapter 11 Case Summary JARVIS CAPITAL: Seeks Approval to Hire Josephs Appraisal Group LATAM AIRLINES: Court Asked to Deny Bid to Appoint Equity Panel LG ORNAMENTALS: Seeks to Hire Calhoun Law as Special Counsel LIBERTY POWER: Hits Chapter 11 Bankruptcy Protection LIBERTY POWER: Voluntary Chapter 11 Case Summary LIVINGSCAPE LLC: Seeks to Hire Calhoun Law as Special Counsel LOMPA RANCH: Seeks to Hire Barnabi Law Firm as Legal Counsel LOST CAJUN: Case Summary & 10 Unsecured Creditors LRGHEALTHCARE: NH Attorney General Okays Acquisition by Concord MACY'S INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative MALLINCKRODT PLC: Pursues Plan to Hand Over Company to Creditors MEDLEY LLC: Hires Eversheds Sutherland as Special Counsel MEDLEY LLC: Seeks Approval to Hire RSM US as Auditor MEDLEY LLC: Seeks to Hire Andersen as Tax Accountant MEDLEY LLC: Seeks to Hire B. Riley Securities as Investment Banker MIDCAP FINCO: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable MONROE SUBWAYS: Gets Approval to Tap Yost & Company as Accountant MOUNTAIN RIDGE: Seeks to Hire Dunham Hildebrand as Legal Counsel NATIONAL RIFLE: Asks Court to Limit Role of Member Committee NINETY-FIVE MADISON: Seeks to Hire Windels Marx Lane as Counsel OLD JACK: Seeks Court Approval to Hire Ricky Juban as Appraiser ONDAS HOLDINGS: Incurs $13.5 Million Net Loss in 2020 ORCUTT RANCHO: Case Summary & 15 Unsecured Creditors OZOP ENERGY: Widens Net Loss to $20.5 Million in 2020 PEAKS FITNESS: Hires Cilliers CPA as 'Ordinary Course' Professional PG&E CORP: Court Rejects 'Forum Shopping' of Fire Victims Trustee PILOCH DISTRIBUTION: Unsecureds to Get 50% of Income for 5 Years PLUMBING PROFESSIONALS: Gets OK to Tap Stichter Riedel as Counsel RAJYSAN INC: Committee Taps A. Lavar Taylor as Special Counsel REGIONAL AMBULANCE: Seeks to Hire Barton Brimm as Legal Counsel SAGE ECOENTERPRISES: Case Summary & 20 Largest Unsecured Creditors SAMARCO MINERACAO: Seeks US Recognition of Brazilian Restructuring SAN JOAQUIN: Seeks to Hire David Johnston as Bankruptcy Counsel SCOTTY'S HOLDINGS: April 29 Hearing on $110K Sale of Liquor License SHARPE CONTRACTORS: Unsecureds to Get $560K via Semi-Annual Payment SOUTH PARK: Seeks Approval to Hire Calaiaro Valencik as Counsel STEPS AMERICA: Seeks to Hire Robert Mahlin as Litigation Counsel TGS HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors TJ HOLDINGS: Unsecured Creditors to Get Share of Income for 3 Years US AIRWAYS 2021-2: Fitch Affirms B Rating on Senior Secured Debt US CONSTRUCTION: Seeks to Hire Patout Law as Special Counsel US REAL ESTATE: Court OKs Continued Cash Collateral Use WB SUPPLY: Case Summary & 20 Largest Unsecured Creditors YC FERNLEY: Seeks Approval to Hire Stone & Baxter as Legal Counsel [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1 VISION LLC: Claims Will be Paid from Property Sale/Refinance -------------------------------------------------------------- 1 Vision, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Disclosure Statement and Plan of Reorganization on April 20, 2021. 1 Vision was formed in June 2019 for the sole purpose to purchase and hold the real property located at 2500 Turner Road in Chesterfield County (the "Property"). The sole member was and is Dr. Lonnie Stinson. Dr. Stinson is also the pastor of Southside Baptist Ministries. Dr. Stinson intended his church to occupy approximately 10% of the Property and to obtain other tenants to fill the remaining space. Shortly after purchasing the Property the COVID-19 Pandemic struck the country and largely brought a halt to commercial activity throughout the country. This made it far more difficult to lease real property. Accordingly, the debtor was left with the church as it only major tenant. The debtor reduction in anticipated income made refinance of the secured debt impossible. The debtor was not able to make the weekly payments and the Secure Lender initiated foreclosure proceedings. This case was filed to avoid the foreclosure sale. The Debtor intends to continue to refinance the secured debt and payoff of Secured Lender. The Debtor will continue these steps through October 31, 2021. If, by September 30, 2021, the Debtor has not consummated a refinance of the secured debt, it will list the Property for sale with a licensed commercial realtor for a period of six months. If, by April 30, 2022, the Debtor has not consummated the sale of the Property, the Debtor will, at the Secured Lender's direction, consent to relief from the automatic stay or grant it a deed in lieu of foreclosure. In the event the secured debt is refinanced, the Debtor will either use excess proceeds from the replacement loan to pay the unsecured debt. If the proceeds from the replacement loan are insufficient to pay the unsecured creditors in full, the Debtor will pay 100% of all claims in twelve equal monthly installments. If the Property is sold, all excess proceeds after paying the Secured Lender will be used to pay unsecured creditors in a manner consistent with the priorities provided for in the Bankruptcy Code. Class 1 consists of the first Secured Claim of WBL SPO I, LLC that are included in Proof of Claim No. 2. WBL has a first deed of trust on the Property. The Debtor believes that it owes WBL, as of the Petition Date, $1,454,893 plus interest and fees and that the fair market value of the land that is subject to it lien is $2,847,300. Accordingly, Secured Lender is oversecured. The Debtor will pay $5,000 per month on account of the Class 1 claim until the debt is satisfied. Insofar as the amounts owed to Secured Lender are now due but the Debtor is proposing to pay Secured Lender in full, with interest, by April 30, 2022, the claims of Secured Lender are impaired. Class 2 consists of the Secured Claim of WBL SPO I, LLC, that are included in Proof of Claim No. 3. WBL has a second deed of trust on the Property. The Debtor believes that it owes WBL, as of the Petition Date $140,993, plus interest and fees and that the fair market value of the land that is subject to its lien is $2,847,300. Accordingly, Secured Lender is oversecured. The Debtor will pay $1,000 per month on account of the Class 1 claim until the debt is satisfied. Insofar as the amounts owed to Secured Lender are now due but the Debtor is proposing to pay Secured Lender in full, with interest, by April 30, 2022, the claims of Secured Lender are impaired. Class 3 consists of the Secured Claims of County of Chesterfield, which are real property taxes imposed on real estate owned by the Debtor for $27,049. The amounts owed to Chesterfield County for real estate taxes are secured under applicable non-bankruptcy law. Debtor will pay the amounts owed to Chesterfield County in full, with penalties and interest, as the parcels it owns are sold and/or under the payment schedule. Class 4 consists of all allowed Unsecured Claimants of the Debtor. The Debtor believes these claims total $193,745. Each claim holder in this class will receive, to the extent available from the refinance of the Secured Lender's Claim or sale of the Property, payment in full or on a pro rata basis. To the extent not paid upon refinance or sale, payments will be made in 4 semi annual installments. The Class 4 claims are impaired. Class 5 consists of Dr. Lonnie Stinson's equity interests in the Debtor. He is the sole member in the Debtor. Since the Debtor is proposing to pay all secured and unsecured creditors in full with deferred payments, the Debtor proposes that Dr. Stinson maintain the same equity interest that he had in the Debtor prior to the filing of the Chapter 11 Petition. Dr. Stinson will only receive a distribution if all noninsider creditors receive all the payments that are set forth herein and contained in the confirmed Chapter 11 Plan. A full-text copy of the Disclosure Statement dated April 20, 2021, is available at https://bit.ly/2QlEo5p from PacerMonitor.com at no charge. The Debtor is represented by: Bruce E. Arkema, Esq. Kevin J. Funk, Esq. Durrette, Arkema, Gerson & Gill PC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel.: (804) 775-6900 Fax: (804) 775-6911 Email: barkema@dagglaw.com kfunk@dagglaw.com About 1 Vision LLC 1 Vision, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 20-34763) on Dec. 4, 2020. Lonnie S. Stinson, owner, signed the petition. In the petition, the Debtor disclosed $6,028,000 in assets and $1,295,632 in liabilities. Judge Kevin R. Huennekens oversees the case. Durrette, Arkema, Gerson & Gill, PC is the Debtor's legal counsel. 531 MANAGEMENT: Unsecured Creditors Unimpaired in $5.9M Sale Plan ----------------------------------------------------------------- 531 Management LLC submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor's goal from the inception of this Chapter 11 case has been to sell one of its two development properties, a six-story residential condominium building at 3511 Cambridge Avenue, Bronx, New York (the "Cambridge Avenue Property"), to pay its creditors and generate funds to complete construction at its second property, a four-story mixed-use residential and commercial building at 3941 White Plains Road (the "White Plains Road Property"). After several years of marketing, and three sale contracts which were negotiated but never executed, the Debtor now has obtained a contract for the sale of the Cambridge Avenue Property for the sum of $5.9 million, including a $400,000 deposit. The Debtor's Properties are both unencumbered by any mortgage debt, and the total amount owed to priority and general unsecured creditors is approximately $1,567,000. Accordingly, the proposed sale price is sufficient to pay all general unsecured creditors in full, with applicable interest. Nonetheless, the proposed sale is subject to higher and better offers, so that the Debtor can maximize the value of the Cambridge Avenue Property. To that end, the Debtor has filed a motion for approval of the contract to be used a stalking horse bid, subject to proposed bid procedures to be approved as part of the motion (the "Sale Motion"). It is contemplated that the sale process will go forward in tandem with the confirmation process. The proposed contract is subject to a deadline to close on or before June 3, 2021, so that the buyer may take advantage of a 1031 tax exchange. Accordingly, the Debtor is seeking an expedited hearing on the Sale Motion and approval of the Disclosure Statement. This will allow a hearing on confirmation of the Plan and final approval of the sale results to be conducted prior to the June 3, 2021 deadline. The Plan treats claims as follows: * Class 1: General Unsecured Claims. Payment in full of all allowed amounts. The Debtor currently projects that the Class 1 claims will total approximately $1,570,000. Class 1 is unimpaired. * Class 2: Equity Interests of Maurice Elmalem. Retention of Equity Interest, and receipt of all residual sale proceeds after payments of allowed claims of creditors. Class 2 is unimpaired. The Plan shall be implemented through the Sale of the Cambridge Avenue Property through a public auction to be conducted by the Debtor, with the Stalking Horse Bid serving as an upset price, with the proceeds generated therefrom to be used to fund all distributions hereunder. Attorneys for the Debtor: J. Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 21st Floor New York, NY 10036 A copy of the Disclosure Statement is available at https://bit.ly/3ebH90V from PacerMonitor.com. About 531 Management LLC 531 Management LLC is a real estate development and construction company based in Bronx, New York. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10519) on March 6, 2017. In its petition, the Debtor estimated $7.23 million in assets and $6.87 million in liabilities. The petition was signed by Maurice Elmalem, managing member. Judge James L. Garrity Jr. presides over the case. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as bankruptcy counsel. 625 FUSION: Red Door Asian Bistro Files for Chapter 11 Bankruptcy ----------------------------------------------------------------- Matthew Arrojas of South Florida Business Journal reports that Red Door Asian Bistro & Hibachi, at 625 E. Las Olas Blvd., filed for Chapter 11 bankruptcy protection April 9, 2021 in U.S. Bankruptcy Court for the Southern District of Florida. The restaurant's legal representative said the eatery plans to remain in business and use 2021 revenue to pay past-due rent to its landlord. Thomas Abrams of Fort Lauderdale-based Thomas L. Abrams P.A. is representing the restaurant and co-owners Antonio Asta and Ziu Yu Liu in the bankruptcy proceedings. Abrams said the eatery was forced to close for several months due to the Covid-19 pandemic because it couldn't offer takeout and delivery options as a hibachi restaurant. Red Door didn't reopen until the summer, and it wasn't until December that revenue began to come close to pre-pandemic levels. Therefore, the owners weren't able to make rent payments in full to the Las Olas Co., the restaurant's landlord, he said. While a rent abatement deal was reached, it didn't cover all of 2020, and late fees accumulated. According to court documents, Red Door Asian Bistro owes the Las Olas Co. $400,000. Abrams said that includes past-due rent, late fees and replenishing the restaurant's security deposit. The Las Olas Co. filed an eviction action against the restaurant, Abrams said, which contributed to the decision to declare bankruptcy. A Chapter 11 declaration brings other litigation, such as eviction lawsuits, into bankruptcy court, and allows a business to chart a reorganization plan. “Basically, this was a pandemic circumstance where they fell behind in rent and couldn’t make all the required payments," Abrams said. "We feel like we have a very good prospect for a positive reorganization, mainly because the climate for restaurants in this area has improved dramatically.” He said the restaurant's gross revenue was between $55,000 to $77,000 a month from July to November. However, business began to pick up at the end of the year, he said. Red Door's gross revenue was $127,000 in December, $157,000 in January, $200,000 in February and $268,000 in March. April revenue is expected to exceed March's income. Abrams said the owners have enough cash on hand thanks to the uptick in revenue and a second Paycheck Protection Program loan granted in February to pay all overdue rent and late fees, which total $213,000. He also said the business will soon be able to replenish the security deposit it owes the landlord. Las Olas Co. President Michael Weymouth did not respond to a request for comment. Red Door Asian Bistro & Hibachi has eight hibachi tables and about 25 employees, Abrams said. The eatery debuted in May 2018. It is located near restaurants American Social, Big City Tavern and Gran Forno Pronto. About Red Door Asian Bistro & Hibachi 625 Fusion LLC owns Red Door Asian Bistro & Hibachi, an Asian fusion restaurant, hibachi and sushi bar in Fort Lauderdale, Florida. It features sit down, take-out, delivery, of Chinese food, Japanese food, Thai food, sushi and sashimi. 625 Fusion LLC filed for bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13373) on April 9, 2021. The Debtor estimated up to $50,000 in assets and $500,000 to $1 million in liabilities. The Debtor's counsel: Thomas L Abrams Tel: (954) 523-0900 E-mail: tabrams@tabramslaw.com ABRI HEALTH CARE: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------- Maggie Flynn of Skilled Nursing News reports that Abri Health Care, the company that emerged from the bankruptcy of skilled nursing operator Senior Care Centers, itself filed for Chapter 11 bankruptcy protection on April 16, 2021, according to landlord LTC Properties (NYSE: LTC) and court filings. Senior Care Centers LLC, now an Abri subsidiary, is owned 100% by Abri Health Services, LLC, which in turn is 100% owned by Abri Care Group, LLC; it is also included in Abri's Form 201 filing as an affiliate in the bankruptcy case. The filing comes roughly a month after the announcement that Senior Care Centers, which declared bankruptcy in December 2018, had reemerged from bankruptcy under new ownership and with new investment, as Abri Health Care. At the time of the announcement, Abri was operating 22 facilities across Texas, with facilities owned by real estate investment trust landlord (REIT) LTC Properties not included in that portfolio. Those facilities were the subject of a dispute, and according to Abri's announcement in March 2021, it had determined it would no longer seek to operate those properties. In a Form 8-K filed with the U.S. Securities and Exchange Commission on April 16, 2021, LTC confirmed the bankruptcy filing by Abri and Senior Care Centers. Senior Care Centers and certain of its subsidiaries and affiliates had assumed LTC’s Senior Care master lease, the REIT noted, with Senior Care and its affiliates emerging from bankruptcy in March 2020. "Concurrently with their emergence from bankruptcy, in accordance with the order confirming Senior Care Debtors' plan of reorganization, Abri was formed as the parent company of reorganized Senior Care Debtors and became co-tenant and co-obligor with reorganized Senior Care under LTC's master lease," the filing said. "As of April 16, 2021, the Lessee leases and subleases to affiliates 11 skilled nursing centers in Texas, including approximately 1,400 beds, under a master lease with LTC." LTC's annualized rental revenue from Abri/Senior Care is about $15 million, or "9.2% and 9.6% of LTC’s annualized GAAP and cash revenue, respectively, as of December 31, 2020," the filing noted. LTC has not received rent from Abri/Senior Care since February of this year, it added. LTC sent a notice of default for non-payment of rent for March and additional charges owed under the master lease, followed by a notice of termination of that lease effective April 17, 2021, according to the SEC filing. Abri/Senior Care owe LTC a current minimum monthly rent of $1.2 million according to LTC's 8-K, and LTC was in the process of transitioning the Abri portfolio to HMG Healthcare at the time of the bankruptcy filing, pursuant to a master lease. The goal is to complete the transition by the end of the second quarter, LTC said in the 8-K. In a statement sent to Skilled Nursing News via email on April 20, 2021, Abri blamed the bankruptcy filing on an ongoing dispute with TXMS Real Estate Investments, Inc., a subsidiary of LTC according to the REIT’s most recent Form 10-K, and the official landlord of the Abri portfolio owned by LTC. "The filing is a direct result of the vexatious litigation and unreasonable actions of TXMS Real Estate Investments, Inc.," the statement said. "We took this action to protect our business and ensure our resources remain focused on providing the absolute best care for our residents as we endeavor to resolve this matter." LTC was unavailable for comment. In the April 19. 2021 declaration in support of the Chapter 11 filing, Abri/Senior Care CEO Kevin O’Halloran argued that the debtors were willing to turn over the 11 facilities owned by TXMS "if the parties could agree on a reasonable operations transfer agreement." In the declaration, O’Halloran alleged that TXMS sent the notice of termination to the master lease — effective April 17 — on April 7, 2021 with the demand that Abri/Senior Care immediately execute on a set of operation transfer agreements that had not been reviewed or negotiated. "In addition to demanding that the Debtors transfer their business for no consideration, TXMS continues to insist that the Debtors have an obligation to pay the full amount of all of TXMS's alleged claims under the Master Lease (potentially $64 million)," O'Halloran wrote in the declaration. About Abri Health Care Founded in 2009, Abri Health Care Services, LLC -- https://abrihealthcare.com -- offers skilled nursing services, short-term rehabilitation, long-term care, and assisted living in over 22 locations across Texas. Abri Health Care and subsidiary Senior Care Centers, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-30700) on April 16, 2021. In the petition signed by CEO Kevin O'Halloran, Abri estimated assets of between $10 million and $50 million and estimated liabilities of between $1 million and $10 million. The cases are handled by Honorable Judge Stacey G. Jernigan. POLSINELLI PC is the Debtors' counsel. AGAPE' ASSEMBLY: Sets Bidding Procedures for Orlando Property ------------------------------------------------------------- Agape' Assembly Baptist Church Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property, located at 2019 West Church Street, in Orlando, Florida, to CSE Communities Florida, LLC, for $750,000, subject to overbid. The Purchaser has given the Debtor a letter of intent to enter into a contract for the purchase of the Church Street Property. To ensure the Purchase Agreement represents the highest or otherwise best value to be derived from the Offered Assets, the Debtor has determined that it is in the best interest of all creditors to solicit competing final bids, and if acceptable competing bids are received to conduct an auction (in-person and via Zoom). The Debtor intends to proceed with a formal process in order to obtain the highest and best price for the Property and thereafter consummate the sale of the Property to the highest and best bidder. It has determined, in its business judgment, that the auction and sale of the Property is in the best interest of its estate and believes that the sale of the Property in the manner proposed is the most effective disposition method available for all of the estate's claimholders. Accordingly, through the Procedures Motion, the Debtor asks the entry of two orders. First, it asks the entry of the Bid Procedures Order, which: a. authorizes and approves (i) the proposed procedures for the submission and consideration of competing bids for the Property including the requirements for bidding and the Minimum Deposit amount as expressly outlined in the procedures; and (ii) the form and manner of notice of these matters, including the notice and manner of the Sale Hearing to be served on parties in interest; and b. schedules the Auction and the Sale Hearing on May 27, 2021 (or as soon as the Court is available) to consider (i) approval of the sale of the Offered Assetsto the Successful Bidder, if any. Second, upon conclusion of the Sale Hearing, the Debtor asks the entry of an Order: (a) authorizing the Sale of the Property free and clear of all liens, claims, encumbrances, rights, remedies, restrictions, interests, liabilities and contractual commitments of any kind or nature whatsoever; (b) a finding that the Successful Bidder is a "good faith" purchaser within the meaning of Section 363(m) of the Bankruptcy Code; and (c) authorizing the assumption and assignment of certain executory contracts and unexpired leases intended to be acquired by the Successful Bidder (if any). The Debtor proposed that the Bid Procedure Hearing be held on April 21, 2021, at 11:45 a.m. or such other date and time that the Court may direct. It also proposes that the Sale Hearing be held on May 27, 2021 or such other date and time that the Court may direct. The other salient terms of the Bidding Procedures are: a. Bid Deadline: May 21, 2021, at 4:00 p.m. (ET) b. Initial Bid: At least $10,000 above the offer made by the Purchase in the LOI of $750,000, plus the Break-Up Fee in the amount of $22,500 c. Deposit: $15,000 d. Auction: If at least one Qualified Bid by a bidder other than CSE Communities of Florida, LLC, which will automatically be deemed a Qualified Bidder, is received by the Bid Deadline, the Auction with respect to the Assets will take place designated by the Debtor (but no later than May 24, 2020 at 10:00 a.m. (ET)). e. Bid Increments: $10,000 At least 21 days prior to the Auction, notice will be served on the Auction Notice Parties. To induce the Purchaser to conduct its due diligence as to the Property and real agreement on a definitive agreement, the Debtor and the Purchaser have agreed upon a Break-up Fee of 3% of the purchase price ($22,500) and the Overbid amounts described. The LOI will require the Debtor to pay the Purchaser the Break-Up Fee as liquidated damages for the Purchaser's time, expenses, and lost opportunities in the event that the Purchaser submits its opening bid at the Auction and the Debtor accepts an offer from a competing Bidder whose Bid is approved by order of the Court. The Debtor has conducted a record lien search and is not aware of any liens, encumbrances or other interests in the Property except for the following: a. First Mortgage Trust Indenture executed by Agape' Assembly Baptist Church, Inc., a Florida non-profit corporation, together with Agape Christian Academy and Preschool, Inc., Mortgagor, in favor of The Herring National Bank, Mortgagee, dated December 15, 2004, in the original principal amount of $7.2 million, recorded April 6, 2005 in Official Records Book 7906, Page 1708 and together with the Supplemental First Mortgage Trust Indenture recorded Jan. 20, 2006 in Official Records Book 8437, Page 1256 and affected by the Partial Release of Mortgage and Other Documents recorded Jan. 4, 2012 in Official Records Book 10314, Page 3050 and together with the Second Supplemental First Mortgage Trust Indenture recorded Jan. 11, 2013 in Official Records Book 10504, Page 5052, all of the Public Records of Orange County, Florida (As to Parcels A and B). b. Second Mortgage Trust Indenture executed by Agape' Assembly Baptist Church, Inc., a Florida non-profit corporation, together with Agape Christian Academy and Preschool, Inc., Mortgagor, in favor of The Herring National Bank, Mortgagee, dated Dec. 15, 2004, in the original principal amount of $715,000, recorded April 6, 2005 in Official Records Book 7906, Page 1764 and together with the Supplemental Second Mortgage Trust Indenture recorded Jan. 20, 2006 in Official Records Book 8437, Page 1263 and affected by the Partial Release of Mortgage and Other Documents recorded Jan. 4, 2012 in Official Records Book 10314, Page 3050 and together with the Supplemental Second Mortgage Trust Indenture recorded Jan. 11, 2013 in Official Records Book 10504, Page 5012, all of the Public Records of Orange County, Florida (As to Parcels A and B). c. Final Judgment in favor of Super Star K, Inc., a Florida corporation recorded Nov. 26, 2013 in Official Records Book 10669, Page 2461 and assigned to Mohammad S. Gheith by virtue of the Assignment of Final Judgment recorded May 12, 2014 in Official Records Book 10743, Page 2945, all of the Public Records of Orange County, Florida d. City of Orlando Special Assessment Liens recorded Nov. 17, 2014 in Official Records Book 10836, Page 2346, Public Records of Orange County, Florida. e. Default Final Judgment as to Damages in favor of Summit Charter Schools, Inc. recorded Aug. 31, 2015 in Official Records Book 10975, Page 5736, Public Records of Orange County, Florida. f. Order Imposing Administrative Fine/Lien recorded Sept. 18, 2015 in Official Records Book 10984, Page 9360, Public Records of Orange County, Florida. g. Order Imposing Administrative Fine/Lien recorded Feb. 22, 2016 in Official Records Instrument No. 20160087980, Public Records of Orange County, Florida. h. Notice of Lis Pendens filed in case styled The Herring Bank, as Trustee for the Bondholders, Plaintiff, vs. Agape' Assembly Baptist Church, Inc., a Florida non-profit corporation; Agape' Christian Academy and Preschool Inc., a Florida non-profit corporation; Summit Charter Schools, Inc., a Florida non-profit corporation; Richard Bishop; Ingrid Bishop, et al., under Case No. 2018-CA-003270-O in the Circuit Court of the 9th Judicial Circuit, in and for Orange County, Florida, recorded April 3, 2015 in Official Records Instrument No. 20180197269, Public Records of Orange County, Florida. i. Final Judgment filed in case styled Herring Bank, as Trustee for the Bondholders, Plaintiff, vs. Agape' Assembly Baptist Church, Inc., a Florida non-profit corporation; Agape' Christian Academy and Preschool Inc., a Florida non-profit corporation; Summit Charter Schools, Inc., a Florida non-profit corporation; Richard Bishop; Ingrid Bishop, et al., under Case No. 2018-CA-003270-O in the Circuit Court of the 9th Judicial Circuit, in and for Orange County, Florida, recorded November 7, 2019 in Official Records Instrument No. 20190701630 and in Official Records Instrument No. 20190702201, Public Records of Orange County, Florida j. City of Orlando Special Assessment Lien Notice recorded May 7, 2020 in Official Records Instrument No. 20200270743, Public Records of Orange County, Florida. Accordingly, the Debtor asks the Court enters an order allowing it to sell the Church Street Property free and clear of all parties claiming an interest in the Church Street Property, with the lien to attach to the sale proceeds, less its attorney's fees and costs associated with the approval of the sale, the sale itself and closing costs. Given the ample notice of the to be set hearing on the Motion, provided to the service parties, which includes all lien holders and parties asserting an interest in the Church Street Property, the Debtor asks the Court to waive the 14 day stay under Bankruptcy Rules 6004(h). A copy of the LOI and the Bidding Procedures is available at https://tinyurl.com/3jm72fv6 from PacerMonitor.com free of charge. About Agape' Assembly Baptist Church Agape' Assembly Baptist Church, Incorporated, is a religious organization in Orlando, Fla. Agape' Assembly Baptist Church filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07981) on Dec. 5, 2019. In the petition signed by Richard Bishop, president and director, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP, is the Debtor's legal counsel. ALPHA MEDIA: Asks Court's OK to Get PPP Loan, Cites SBA Rule Change ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Alpha Media Holdings LLC asked a court to authorize its renewed bid to borrow $10 million in federal Covid-relief loans, arguing its recent bankruptcy plan confirmation makes the radio broadcaster eligible for the aid. Paycheck Protection Program loans would help the company continue operations and end a budding legal battle with the Small Business Administration, according to its April 19, 2021 filing with the U.S. Bankruptcy Court for the Eastern District of Virginia. 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. ANDINA GOLD: Signs Employment Contract With New CEO --------------------------------------------------- Andina Gold Corp. has entered into an employment agreement effective April 1, 2021 with its new Chief Executive Officer, Christian Noel. In connection with the Employment Agreement, the Company issued 6,000,000 Restricted Stock Units, which vest on the same day of issuance, April 1, 2021. The Employment Agreement is for a three-year term and is automatically renewed for an additional year on each anniversary of the Employment Agreement. The Employment Agreement provides for initial base cash compensation of $360,000 per year, increasing ten percent each year during the term of the agreement. In addition to his Base Salary, the Executive shall be eligible to receive a targeted annual incentive bonus each calendar year based upon achievement of performance goals of the Executive and corporate achievements of the Employer, as determined in the sole discretion of the Compensation Committee, upon consultation with a compensation consultant. The target payout to be 100% of Base Salary which can been amended up or down by the Compensation Committee based on the performance goals. An annual incentive bonus that is earned shall be payable to the Executive within no more than 30 days following the Employer's determination of the performance goals for the annual period in question (but in no event later than March 15 of the year after such annual period) and shall be accompanied by a certification of the Employer's chief financial officer describing the determination of the amount of the annual incentive bonus. Subject to the Compensation Committee's determination of the achievement of the performance goals, the annual incentive bonus for a calendar year shall be earned if the Executive's employment or service continues until December 31 of that year. In addition to his Base Salary and targeted annual incentive bonus opportunity, the Executive shall each calendar year also be eligible to receive an annual RSU based upon achievement of performance goals of the Executive and corporate achievements of the Employer, as determined in the sole discretion of the Compensation Committee (upon consultation with a compensation consultant). The target payout to be between 0 - 275% of Base Salary which can been amended up or down by the Compensation Committee based on the performance goals and will be settled upon the issuance of additional RSU's to the Executive at the same time as the incentive bonus. The number of RSUs granted on each award date shall equal the number of shares of common stock of the Employer that have a Fair Market Value on the date of grant equal to that percentage of Base Salary resulting from the Committee's determination of the annual performance goals. The RSUs shall be subject to the terms of a Restricted Stock Unit Agreement granted under and subject to the Plan, except, in all events, such RSUs shall vest immediately and automatically at the grant date. However, Employer shall not be able to sell, transfer, or otherwise dispose of the resulting shares before the second anniversary of the Effective Date of the Employment Agreement, which Effective Date is April 1, 2021, except upon: (a) Executive's death; (b) termination of the Executive's employment on account of Disability; (c) termination by Employer other than For Cause; (d) termination by the Employer for Cause; (e) termination by the Executive Without Good Reason; (f) termination by the Executive for Good Reason; (g) Change of Control, and (h) as the share restrictive legend requires by law. Departure of Officer On March 31, 2021 the employment agreement between the Company and its current chief executive officer expired and it was not renewed or extended. Therefore, Mr. Christopher Hansen is departing in good terms from the Company. Election of Officer and Director Effective April 1, 2021, the Board of Directors of the Company appointed Mr. Christian Noel (age 44) to the roles of chief executive officer of the Company and member of the Board of Directors of the Company, where he will also serve on the Compensation Committee. Mr. Noel will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position and Board member, as well as other duties as the Board reasonably determines. Mr. Christian Noel is an accomplished business executive and leader with over 20 years of financial experience. Mr Noel served as portfolio manager at Globevest Capital Ltd (Canada) from 2014 through 2020, as portfolio manager at Richardson GMP (Canada) from 2005 through 2014 and as investment advisor at BMO Nesbitt Burns.from 200 to 2005. Mr. Noel is a graduate of HEC Montreal in Montreal, Canada with a Bachelor's degree in Finance and Marketing, which he pursued between 1996 and 2000. Mr. Noel is also a company shareholder and as of April 1, 2021 will be holding more than 5% of the issued shares of common stock of the company. About Andina Gold Englewood, Colo.-based Andina Gold Corp provides marketing, IP and management services to two cannabis dispensaries and to a cannabis grow facility, for which cannabis licenses are held by Andina Gold Corp's principal business partner, CMI. Andina Gold reported a net loss of $11.81 million on $781,455 of net sales for the year ended Dec. 31, 2020, compared to a net loss of $3.06 million on $18,248 of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $7.80 million in total assets, $4.19 million in total liabilities, and $3.60 million in total shareholders' equity. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. ARCHDIOCESE OF NEW ORLEANS: Panel Taps Stewart Robbins as Counsel ----------------------------------------------------------------- The official committee of unsecured commercial creditors appointed in the Chapter 11 case of The Roman Catholic Church of the Archdiocese of New Orleans seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Stewart Robbins Brown & Altazan LLC as its legal counsel. The firm will render these legal services to the commercial creditors' committee: (a) advise the commercial creditors' committee regarding its rights, duties and powers in the bankruptcy case; (b) advise the commercial creditors' committee in its consultations with the Debtor relative to the administration of the case; (c) analyze the claims of the Debtor's creditors and capital structure and negotiate with holders of claims; (d) investigate the facts, conduct, assets, liabilities, and financial condition of the Debtor and the operation of its business; (e) investigate the liens and claims of any of the Debtor's lenders and prosecute any claims or causes of action revealed by such investigation; (f) analyze and negotiate with the Debtor or any third-party concerning reorganization matters; (g) communicate with unsecured creditors regarding significant matters in the bankruptcy case; (h) represent the commercial creditors' committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations and schedules filed with the court, and advise the commercial creditors' committee as to their propriety; (j) prepare pleadings and applications; and (k) perform such other legal services as may be required by the commercial creditors' committee in this Chapter 11 case. The firm's attorneys and paralegals primarily responsible for representing the commercial creditors' committee, and their current standard hourly rates are as follows: Paul Douglas Stewart, Jr., Member $455 William S. Robbins, Member $445 Brandon A. Brown, Member $445 Brooke W. Altazan, Member $365 Nicholas J. Smeltz, Associate $255 Kimberly A. Heard, Paralegal $150 The hourly rates of other professionals who may assist in this representation are as follows: Jamie D. Cangelosi, Of Counsel $365 Karina Shareen, Associate $245 S. Grant Taylor, Paralegal $150 Law Clerks $90 In addition, the firm will seek reimbursement for expenses incurred. The firm has not been paid any retainer against which to bill fees and expenses. Stewart provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Stewart did not represent the commercial creditors' committee before its formation. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The commercial creditors' committee is aware of the proposed rates to be charged by Stewart, as well as who will primarily work on the file. It is also aware of limitations on this case due to circumstances, including but not limited to, the Debtor's operations and use of funds alleged to be subject to the security interest of other creditors. The commercial creditors' committee and its professionals reserve all rights to seek approval of their professional fees. Paul Douglas Stewart, Jr., Esq., a member of Stewart, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Douglas Stewart, Jr., Esq. Stewart Robbins Brown & Altazan, LLC 301 Main Street, Suite 1640 P.O. Box 2348 Baton Rouge, LA 70801 Telephone: (225) 231-9998 Facsimile: (225) 709-9467 Email: dstewart@stewartrobbins.com About Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. For more information, visit https://www.nolacatholic.org/ Established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches, and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020, to deal with sexual abuse claims. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. The archdiocese's counsel is Jones Walker LLP. Donlin, Recano & Company, Inc. is the claims agent. The official committee of unsecured creditors tapped Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP as counsel, and Berkeley Research Group, LLC, as financial advisor. On March 5, 2021, the Office of the United States Trustee appointed a commercial creditor's committee in this Chapter 11 case. The commercial committee tapped Stewart Robbins Brown & Altazan, LLC as counsel. AUTO RECYCLERS: May Use Therondunn Cash Collateral Thru May 5 ------------------------------------------------------------- Judge Paul M. Black of the U.S. Bankruptcy Court for the Western District of Virginia authorized Auto Recyclers, LLC, to use cash collateral in the ordinary course of business through May 5, 2021, according to the budget. The budget provides for $35,715 in total expenses for the period from March 27, 2021 through April 9, 2021, including $18,095 for insurance. A copy of the budget is available for free at https://bit.ly/3amrSt4 from PacerMonitor.com. Therondunn 2021 Investment Trust, as assignee of American National Bank and Trust Company with respect to a Commercial Security Agreement, holds a first-priority security interest in the all of the Debtor's inventory, equipment, accounts, rights of payment, and general intangibles, and all proceeds therefrom. The Court ruled that, as adequate protection, the Debtor grants Therondunn a replacement lien in all assets of the same type as the Pre-Petition Collateral which have been acquired by the Debtor after the Petition Date, to the same extent, validity and priority as any prepetition liens held by Therondunn, as security for any diminution of Therondunn's Collateral position resulting from the use of the collateral. Moreover, as additional adequate protection, the Debtor will pay Therondunn $1,750 beginning April 15, 2021, and continuing on the same date of each month thereafter until modified by agreement of Therondunn or by a Court order. Therondunn asserts that, as of December 17, 2020, $273,781 in principal, accrued interest, fees and charges, exclusive of attorneys' fees and expenses as owing under the note secured by the Commercial Security Agreement, plus additional interest, fees, expenses and charges accruing daily thereafter. The Debtor is in default under the loan documents. The next hearing on the motion is on May 5, 2021 at 11:00 a.m. Objections must be filed by 5 p.m. on May 3. A copy of the order is available for free at https://bit.ly/3mWDMzd from PacerMonitor.com. About Auto Recyclers Auto Recyclers, LLC -- http://www.autorecyclersllc.com-- d/b/a Used to New, with office at 1400 Sycamore Avenue, in Buena Vista, VA 24416, is a recycler of metals, automobile cores, batteries, paper, cardboard, computers fiber, books, and plastic. The Debtor sought protection under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court Western District of Virginia (Bankr. W.D.Va. Case No. 21-50158) on March 26, 2021. In the petition signed by Paul Palma, managing member, the Debtor is estimated with assets between $1 million to $10 million and liabilities within the same range. Judge Paul M. Black is assigned to the case. Counsel to the Debtor: Michael E. Hastings, Esq. Justin E. Simmons, Esq. Woods Rogers PLC 10 S. Jefferson Street, Suite 1800 Roanoke, VA 24011 Tel: (540) 798-8133 Fax: (540) 322-3417 Email: mhastings@woodsrogers.com jsimmons@woodsrogers.com AUTO RECYCLERS: Wins Access to Fincastle Cash Thru May 5 -------------------------------------------------------- Judge Paul M. Black authorized Auto Recyclers, LLC, to use the cash collateral on an interim basis through May 5, 2021, to be used in the ordinary course of the Debtor's business. The budget for the Debtor's business operations provides for $35,715 in total expenses for the period from March 27, 2021 through April 9, 2021, of which amount $18,095 covers insurance expense. A copy of the budget is available for free at https://bit.ly/3tnfkt3 from PacerMonitor.com. The Bank of Fincastle, as assignee under certain loan documents with the Debtor, has interest in the cash collateral. The Debtor owes the Bank under certain loan documents: (a) Promissory Note dated April 14, 2009, with original principal amounting to $873,800 for the benefit of CornerStone Bank N.A., of which the Bank is assignee under an Assignment of Loan Documents dated July 31, 2020; (b) Credit Line Deeds of Trust dated April 14, 2009 and June 12, 2009, each of which duly assigned to the Bank, granting an interest in certain real property commonly known as 1400 Sycamore Avenue, Buena Vista, Virginia; (c) Security Agreements dated April 14, 2009, and January 24, 2013, each duly assigned to the Bank by the Assignment and that certain Amendment to Assignment of Loan Documents dated March 23, 2021. The Bank asserts that some $583,491 was due under the note for principal, accrued interest, fees, and charges, as of March 25, 2021, exclusive of attorneys' fees and expenses. The Court ruled that: * as security for any diminution of the Bank's collateral position, the Debtor will grant the Bank a replacement lien to the same extent, validity and priority as any prepetition liens it held against all assets of the same type as the pre-petition collateral acquired, generated, or received by the Debtor after the Petition Date. * the Debtor will pay the Bank $2,500 monthly as additional adequate protection beginning April 15, 2021 and continuing on the same date of each month thereafter until modified by agreement of the Bank or Order of the Court. * the Bank may seek a super-priority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code for any diminution in value of the collateral occurring after the Petition Date. Counsel to The Bank of Fincastle: Peter M. Pearl, Esq. Spilman Thomas & Battle, PLLC P. O. Box 90 Roanoke, VA 24002 Telephone: (540) 512-1832 Facsimile: (540) 342-4480 A copy of the order is available free of charge at https://bit.ly/3e8ZLyI from PacerMonitor.com. About Auto Recyclers Auto Recyclers, LLC -- http://www.autorecyclersllc.com-- d/b/a Used to New, with office at 1400 Sycamore Avenue, in Buena Vista, VA 24416, is a recycler of metals, automobile cores, batteries, paper, cardboard, computers fiber, books, and plastic. The Debtor sought protection under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court Western District of Virginia (Bankr. W.D.Va. Case No. 21-50158) on March 26, 2021. In the petition signed by Paul Palma, managing member, the Debtor is estimated with assets between $1 million to $10 million and liabilities within the same range. Judge Paul M. Black is assigned to the case. Counsel to the Debtor: Michael E. Hastings, Esq. Justin E. Simmons, Esq. Woods Rogers PLC 10 S. Jefferson Street, Suite 1800 Roanoke, VA 24011 Tel: (540) 798-8133 Fax: (540) 322-3417 Email: mhastings@woodsrogers.com jsimmons@woodsrogers.com BAUMANN & SONS: Seeks to Hire Omni Agent as Administrative Agent ---------------------------------------------------------------- Baumann & Sons Buses, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Omni Agent Solutions as their administrative agent. The Debtors require an administrative agent to prepare for, and effectuate, the solicitation process in connection with their joint Chapter 11 plan of liquidation filed on March 29. Omni Agent Solutions' services will include: a. assisting in the solicitation, balloting and tabulation of votes, preparing any related reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; b. preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; and c. managing any distributions pursuant to a Chapter 11 plan. The standard hourly rates charged by Omni Agent Solutions' professionals are as follows: 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 Agent Solutions, 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 Baumann & Sons Buses Baumann & Sons Buses, Inc. and ACME Bus Corp., along with their non-debtor parent and two affiliates, operated a large school bus transportation concern with contracts with a number of school districts in Nassau, Suffolk and Westchester Counties. On May 27, 2020, Nesco Bus Maintenance and several other creditors filed involuntary petitions under Chapter 7 of the Bankruptcy Code against Baumann & Sons and ACME Bus in the U.S. Bankruptcy Court for the Eastern District of New York. On July 1, 2020, the court converted the cases to cases under Chapter 11 (Bankr. E.D.N.Y. Lead Case No. 20-72121). On Aug. 3, 2020, Baumann & Sons' affiliates, ABA Transportation Holding Co. Inc., Brookset Bus Corp. and Baumann Bus Company, Inc., each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The cases are jointly administered with Baumann & Sons (Bankr. E.D.N.Y. Case No. 20-72121) as the lead case. Judge Robert E. Grossman oversees the cases. The Debtors tapped Klestadt Winters Jurellersouthard & Stevens, LLP as bankruptcy counsel, Smith & Downey, PA as special counsel, Joseph A. Broderick, P.C. as accountant, and Boris Benic and Associates LLP as auditor. Omni Agent Solutions is the Debtors' administrative agent The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 27, 2020. The committee selected SilvermanAcampora, LLP as its bankruptcy counsel and Ryniker Consultants, LLC as its financial advisor. On March 29, 2021, the Debtors filed their joint Chapter 11 plan of liquidation. BL RESTAURANTS: Jaymeet S. Mann Buying Liquor License for $275K --------------------------------------------------------------- BL Restaurants Holding, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of their remaining liquor license, Liquor License R-286 (Pennsylvania), to Jaymeet Singh Mann for $275,000, subject to overbid. The Objection Deadline is April 22, 2021, at 4:00 p.m. The Proposed Sale will be free and clear of all Interests, with any such Interests attaching to the net sale proceeds. In accordance with the Sale Order and with the consent of the Official Committee of Unsecured Creditors, the Debtors are implementing a minimum overbid requirement. As such, any party submitting a competing bid must bid at least $20,000 more than the current Proposed Purchase Price. To the extent that a competing bid is received prior to the expiration of the Sale Objection Deadline for the purchase of the Liquor License that, in their business judgment and discretion, materially exceeds the value of the consideration described in the Sale Notice for such Liquor License and adheres to the Minimum Bid Increment requirement, then the Debtors may file and serve an amended Sale Notice for the Proposed Sale of the Liquor License to the subsequent bidder, even if the proposed purchase price exceeds the Sale Cap. Additionally, if any other material term(s) of tes Proposed Sale are amended after transmittal of the Sale Notice, the Debtors will file a revised Sale Notice and serve it on all Interested Parties an Amended Sale Notice. The Response Deadline will be extended for an additional five days, the specific date of which will be set forth in the Amended Sale Notice. Should the Debtors receive any subsequent competing bid(s) after the filing of an Amended Sale Notice that, in their business judgment and discretion, materially exceeds the value of the consideration described in the Amended Sale Notice, the Debtors may, after consultation with the Committee, schedule a telephonic auction for the particular Liquor License on no less than three days' notice and will provide notice of such auction to the Interested Parties. Following conclusion of any such auction, the Debtors will file an Amended Sale Notice regarding the results of the auction. If no objections or competing bids are received prior to the Sale Objection Deadline or, if applicable, the Extended Sale Objection Deadline, the Debtors will submit a Proposed Sale Order approving the Proposed Sale under certification of counsel, so informing the Court and requesting the entry of the order approving the Proposed Sale without further notice or a hearing in accordance with the terms of the Proposed Sale Order. About BL Restaurants Founded in 1991, BL Restaurants Holding, LLC operates gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. BL Restaurants and three affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on Jan. 27, 2020. At the time of the filing, the Debtors estimated assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. The petitions were signed by Howard Meitiner, CRO. The Debtors tapped Klehr Harrison Harvey Branzurg LLP as legal counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy Solutions Inc as notice and claims agent. BOURDOW CONTRACTING: Gets OK to Hire Warner Norcross as Counsel --------------------------------------------------------------- Bourdow Contracting, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Warner Norcross + Judd LLP as its legal counsel. The firm's services will include: a. preparing applications and proposed orders to be filed with the court; b. identifying and prosecuting claims and causes of action on behalf of the Debtor's estate; c. advising the Debtor and preparing documents in connection with the reorganization of the estate, including analysis and collection of outstanding receivables; d. assisting the Debtor in performing its other official functions; e. assisting the Debtor in obtaining credit, arranging adequate protection and negotiating a plan of reorganization and sale of its assets; f. reviewing and investigating records and research of law on various issues; and g. other services necessary for an effective administration of the estate. The firm's attorneys and paralegals will be paid at hourly rates as follows: Susan M. Cook $475 Rozanne Giunta $475 Adam D. Bruski $380 Andrew Reside $265 Warner received a retainer in the sum of $20,000. Susan Cook, Esq., a partner at Warner, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Susan M. Cook, Esq. Warner Norcross & Judd, LLP 715 E. Main Street, Suite 110 Midland, MI 48640 Tel: 989-698-3700/989-698-3759 Email: smcook@wnj.com About Bourdow Contracting Bourdow Contracting, LLC, a construction company based in Bay City, Mich., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-20360) on March 27, 2021. Jason A. Bourdow, managing member, signed the petition. In its petition, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Warner Norcross & Judd, LLP and Greenwood Financial & Consulting, PLLC serve as the Debtor's legal counsel and accountant, respectively. BOURDOW CONTRACTING: Hires Greenwood Financial as Accountant ------------------------------------------------------------ Bourdow Contracting, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Greenwood Financial & Consulting, PLLC as its accountant. The firm will assist the Debtor with the preparation of its tax returns and financial statements. The firm will be paid $125 per hour for its services. Gregg Greenwood, an accountant at Greenwood Financial, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregg Greenwood, CPA Greenwood Financial & Consulting, PLCC 805 Salzburg Ave. Bay City, MI 48706 Phone: +1 989-892-0577 Fax: 989-892-0715 Email: greg@gfcaccounting.com About Bourdow Contracting Bourdow Contracting, LLC, a construction company based in Bay City, Mich., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-20360) on March 27, 2021. Jason A. Bourdow, managing member, signed the petition. In its petition, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Warner Norcross & Judd, LLP and Greenwood Financial & Consulting, PLLC serve as the Debtor's legal counsel and accountant, respectively. CCO HOLDINGS: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned 'BB+'/'RR4' ratings to CCO Holdings, LLC's (CCOH) benchmark issuance of senior unsecured notes due 2033. CCOH is an indirect, wholly owned subsidiary of Charter Communications, Inc. (Charter). CCOH's Long-Term Issuer Default Rating (IDR) is 'BB+'. The Rating Outlook is Stable. The company is expected to use net proceeds from the offerings for general corporate purposes, including potential buybacks of class A common stock of Charter or common units of subsidiary Charter Communications Holdings, LLC (CCH), to repay certain indebtedness and to pay related fees and expenses. KEY RATING DRIVERS Leading Market Position: Charter is the third largest U.S. multichannel video programming distributor (MVPD) behind Comcast and AT&T (through its DirecTV subsidiary) and the second largest cable MVPD behind Comcast. Charter's 31.1 million customer relationships at Dec. 31, 2020 provide the company with significant scale benefits. Credit Profile: LTM ended Dec. 31, 2020 revenue and EBITDA totalled $48.1 billion and $18.5 billion, respectively. Pro forma for recent debt issuance and repayments, as of Dec. 31, 2020, Charter had approximately $84.4 billion of debt outstanding, including $60.9 billion of senior secured debt. Fitch estimates total Fitch-calculated pro forma gross leverage was 4.6x while secured leverage was 3.3x for LTM Dec. 31, 2020. Positive Operating Momentum: Charter's operating strategies are strengthening its competitive position and subscriber metrics while growing revenue and margins. The company is focusing on a market-share-driven strategy, leveraging its all-digital infrastructure to enhance the overall competitiveness of its service offerings. As a result, total revenues increased to $48.1 billion in 2020 from $41.6 billion in 2017, a 5% three-year CAGR. Although margins improved by 170 bps to 38.5% from 36.8% over the same period, Fitch notes wireless rollout spending provided a significant margin drag and that cable margins improved by almost 370 bps to 40.5%. Fitch believes Charter's wireless service expansion offers further operating leverage improvement through scaling benefits. In November 2020, Charter extended and expanded the capabilities of their mobile virtual network operator (MVNO) agreement with Verizon Communications Inc. To further bolster network capabilities and improve their cost structure, the company purchased 210 Citizen Broadband Radio Service (CBRS) priority access licenses in 2020. While the benefits of wireless should eventually offset related infrastructure spending, systemwide rollout costs are expected to continue to be a drag on near-term total margins. Product Mix Shift: Internet services (broadband) revenues surpassed video services revenues during fiscal 2020 and became the company's largest product segment. Fitch believes broadband will grow in the high single digits in 2021, even assuming remaining shelter-in-place prohibitions are fully lifted over the next few months, as consumers have become increasingly reliant on broadband's capabilities, including facilitating access to burgeoning video streaming services and working from home. These capabilities powered the cable sector's general outperformance relative to most other sectors. Fitch believes broadband's growth will offset the expected continued industrywide decline in basic video subscribers while also benefiting margins and FCF given broadband's higher margins and lower capital intensity. Broadband Growth: Fitch expects broadband's growth will slow to mid-single digits annually over the rating horizon as Charter approaches penetration saturation in its existing footprint. Fitch notes Charter plans to continue expanding its total footprint, which it has grown to 53.3 million homes passed at Dec. 31, 2020 from 50.3 million at Dec. 31, 2017, a 1.9% three-year CAGR. In addition, the company will receive an aggregate $1.2 billion over 10 years from the Rural Digital Opportunity Fund (RDOF) to build out broadband capabilities in unserved areas. While these actions provide new growth potential, Fitch is unsure penetration levels will replicate historical levels, especially in currently unserved areas. Potential 5G Disruption: 5G wireless technology deployment will likely become a long-term disrupter, as wireline and wireless connectivity convergence will threaten legacy competitive positions, including Charter's broadband business. Fitch expects 5G will bring new business models, new use cases and the potential for fixed wireless to capture some broadband share over the medium term. Fitch expects 5G to fully interoperate with 4G and become an important enabler for internet of things (IoT) applications. Debt Capacity Growth: Charter maintains a target net leverage range of 4.0x-4.5x and up to 3.5x senior secured leverage. Fitch expects Charter to continue creating debt capacity and remain within its target leverage, primarily through EBITDA growth. Proceeds from prospective debt issuances under debt capacity created are expected to be used for shareholder returns (as of Dec. 31, 2020, Charter's stock buyback program had authority to purchase up to $1.5 billion of its class A common stock and/or CCH's common units) along with internal investment and accretive acquisitions. Ratings are Linked: Fitch links the IDRs of CCO, CCOH, TWC and TWCE in accordance with its criteria due to the presence of strong legal, operational and strategic ties between the entities. DERIVATION SUMMARY Charter is well positioned in the MVPD space given its size and geographic diversity. With 31.1 million customer relationships, Charter is the third largest U.S. MVPD after AT&T Inc., through its DirecTV and U-verse offerings and Comcast Corporation. Both AT&T (BBB+/Stable) and Comcast (A-/Stable) are rated higher than Charter due primarily to lower target and actual total leverage levels and significantly greater revenue size, coverage area and segment diversification. Charter's ratings should be held in check as the company expects to continue issuing debt under additional debt capacity created by EBITDA growth while remaining within its target total net leverage range of 4.0x-4.5x. Proceeds from prospective debt issuance under this additional debt capacity are expected to be used for shareholder returns along with internal investment and accretive acquisitions. No country ceiling, or parent/subsidiary aspects affect the rating. KEY ASSUMPTIONS -- Revenues: Total revenues increase low to mid-single digits over the rating horizon. Internet growth is expected to slow from high single digits to mid-single digits as Charter approaches penetration saturation in its footprint. Video is expected to decline 1% annually as price increases are unable to fully offset annual mid-single digit subscriber declines. Mobile growth is expected to slow to 20% over the rating horizon; -- Adjusted EBITDA Margins: Total margins improve by 100 bps over the rating horizon as cable margins settle in in the low 40% and wireless margins become positive; -- Charter's cash tax payments increase in 2022 as NOLs roll off; -- Capital intensity begins to decline over time as primary cable, 100% digital using DOCSIS 3.1 to offer 1GHz of service and wireless infrastructure upgrades have been completed; -- FCF grows to $8.1 billion by 2024; -- Charter issues sufficient debt to fund maturities and for shareholder returns using debt capacity created by EBITDA growth; -- Fitch expects Charter to remain at the high end of its target net leverage of 4.0x to 4.5x; -- Fitch excludes M&A activity given the lack of transformational acquisitions opportunities. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Demonstrating continued progress in closing gaps relative to industry peers in service penetration rates and strategic bandwidth initiatives; -- A strengthening operating profile as the company captures sustainable revenue and cash flow growth, and the reduction and maintenance of total leverage below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A leveraging transaction or adoption of a more aggressive financial strategy that increases leverage over 5.0x in the absence of a credible deleveraging plan; -- Perceived weakening of its competitive position or failure of the current operating strategy to produce sustainable revenue, cash flow growth and strengthening operating margin. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch regards Charter's liquidity position and overall financial flexibility as satisfactory and will improve in line with the continued growth in FCF generation. The company's liquidity position as of Dec. 31, 2020 comprised approximately $1 billion of cash and was supported by full availability under its $4.75 billion revolver; $249 million of which matures in March 2023 and $4.5 billion in February 2025, as well as anticipated FCF generation. Charter's maturities through 2023 are manageable. Including required term loan amortization, $1.3 billion is due in 2021, $3.3 billion in 2022 and $1.9 billion in 2023. Over the following 10 years, annual bond maturities range from $1.5 billion in 2029 to $5.8 billion in 2030. Required term loan amortization totals $1.3 billion through 2024, with $5.3 billion and $3.5 billion due at maturity in 2025 and 2027, respectively. Charter will need to dedicate a significant portion of potential debt issuance during that period to service annual maturities, which could reduce cash available for share repurchases, especially in the event of market dislocation. Fitch expects Charter would be able to access capital markets to meet its upcoming maturities, but its liquidity profile could be weakened if a market dislocation is severe enough to hinder the company's access. CCO is the public issuer of Charter's senior secured debt, and CCOH is the public issuer of Charter's senior unsecured debt. All of CCO's existing and future secured debt is secured by a first-priority interest in all of CCO's assets and is guaranteed by all of CCO's subsidiaries, including those that hold the assets of Charter, TWC, Bright House and CCOH. All of CCOH's existing and future debt is structurally subordinated to CCO's senior secured debt and is neither guaranteed by nor pari passu with any secured debt. Charter's Fitch-calculated secured leverage is expected to remain below 4.0x over the rating horizon. Fitch does not view Charter's secured leverage and strong underlying asset value as structural subordination that could impair recovery prospects at the unsecured level. Therefore, Charter's unsecured notes are not notched down from its IDR. 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. CHINA FISHERY: Unsecureds to Recover Up to 39.5% in Creditors' Plan ------------------------------------------------------------------- Creditor plan proponents Burlington Loan Management DAC and Monarch Alternative Capital LP filed a Disclosure Statement and Chapter 11 Plan for CFG Peru Investments Pte. Ltd. (Singapore) and Smart Group Limited (Cayman) dated April 18, 2021. China Fishery Group Limited ("CFGL") is the holding company of a group of companies (collectively, the "CF Group"), including the Plan Debtors (the Plan Debtors, together with the Other Debtors, the "Debtors"), with interests in a leading, Peru-based global fishmeal and fish oil business. On March 1, 2021, following several months of discussions regarding potential restructuring transactions, the Ad Hoc Group comprised of holders of 56% of the principal amount of the Senior Notes and 71% of the principal amount of the Club Facility executed the Restructuring Support Agreement. The deadline to become an Earlybird Creditor was March 16, 2021. As of the approval of the Disclosure Statement, Consenting Creditors holding approximately 87.8% of the principal amount of the Senior Notes and approximately 71.2% of the principal amount of the Club Facility have executed the Restructuring Support Agreement. The Restructuring Support Agreement contemplates a comprehensive restructuring and recapitalization transaction for the Plan Debtors and certain of their non-debtor affiliates that will safeguard and provide funding for the fishmeal business of the Peruvian OpCos. Class 3 Senior Notes Claims with $501,804,767 projected amount of claims are projected to recover 59.1%. Each Holder shall receive the distributions to such Holder pursuant to the UK Proceeding and/or Singapore Scheme. On the Effective Date, all of the Senior Notes shall be cancelled as set forth in the UK Proceeding Documentation and/or Singapore Scheme Documentation, as applicable; provided, however, that any such distribution shall be in addition to any distributions made by the Plan Administrator or any other Entity with respect to the Interim Distribution. Class 4 General Unsecured Claims with $620 million to $1.6 billion projected amount of claims are projected to recover 0% to 39.5%. Unless otherwise provided for under the Plan, in full and final satisfaction, compromise, settlement, and release of and in exchange for each General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of the Wind-Down Trust Interests. Class 6 Club Facility Subordination Claims totaling $662,988,864 are projected to have a 76.2% recovery. Each Holder shall receive the distributions to such Holder pursuant to the UK Proceeding and/or Singapore Scheme. The Creditor Plan Proponents revised the Disclosure Statement to include the disclosure regarding the TEV of the Peruvian OpCos to address the concerns of the Objecting Debtors. All parties' rights are reserved with regard to the valuation of the Plan Debtors and Peruvian OpCos. All claims held by the Plan Debtors will be paid in the ordinary course of business or discharged pursuant to the UK Proceeding and/or Singapore Scheme. All parties' rights are reserved with respect to the payment of the Plan Debtors' subsidiaries claims prior to granting the releases. Upon entry of the Confirmation Order, the Creditor Plan Proponents agree to use commercially reasonable efforts to cause NewCo to establish a supplemental Cash compensation program on terms acceptable to the Creditor Plan Proponents. Pursuant to such program, the Peruvian OpCos shall pay Cash of $4,000,000 to members of the Peruvian OpCos' management team, which members shall be acceptable to the Creditor Plan Proponents. The awards under such supplemental Cash compensation program shall be paid as follows: (1) 50 percent will be paid upon the Effective Date; and (2) 50 percent will be paid 6 months following the Effective Date, in each case, in an allocation acceptable to the Creditor Plan Proponents. Any payment under such program shall reduce any Cash award contemplated by the Order Approving (I) the Peruvian Opcos' Bonus Plan and (II) Taking All Desirable or Necessary Corporate Governance Actions on a dollar-for-dollar basis. The Plan complies with the other requirements of the Intercompany Netting Orders. First, the Plan provides that all Claims required to be paid pursuant to the Intercompany Netting Order will be paid in full or otherwise provided the treatment contemplated. Second, the Intercompany Netting Order contemplates that a transaction's compliance with the Intercompany Netting Agreement will be determined at closing. The Plan contemplates that on the Effective Date (i.e., closing), all obligations compensable under the Senior Notes and Club Facility will be satisfied by the equitization of such obligations through the transactions contemplated by the Plan, UK Proceeding, and/or Singapore Scheme. The Plan satisfies the relevant requirements of the Intercompany Netting Orders. Counsel to the Creditor Plan Proponents: Patrick J. Nash, Jr., P.C. Gregory F. Pesce Heidi M. Hockberger KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group was estimated to have assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHRISTIAN CARE: Fitch Withdraws D Ratings on 2014/2016 Bonds ------------------------------------------------------------ Fitch Ratings has affirmed and withdrawn the 'D' rating on the series 2014 and 2016 retirement facility revenue bonds issued by Mesquite Health Facilities Development Corporation, TX on behalf of Christian Care Centers. Fitch has withdrawn the rating on the above series of bonds as Christian Care Centers has defaulted on its February 15, 2021 payment. Accordingly, Fitch will no longer provide ratings or analytical coverage for Christian Care Centers. Following the withdrawal of Christian Care Centers' ratings, Fitch will no longer be providing the associated ESG Relevance Scores. SECURITY The bonds are secured by a gross revenue pledge, mortgage liens on Christian Care Centers' property and a debt service reserve funds. The debt service reserve fund for the series 2014 bonds was reduced to approximately $913,000 and the debt service reserve fund for the series 2016 bonds was reduced to approximately $2.03 million following the trustee's unscheduled draw to pay Christian Care Centers' semi-annual principal payment on the bonds that was due on Feb. 15, 2021. KEY RATING DRIVERS Payment Default: The 'D' rating reflects Christian Care Centers' failure to timely pay its semi-annual principal payments on its series 2013 and 2016 bonds that were due on Feb. 15, 2021. Due to ongoing financial difficulties that have been exacerbated by the coronavirus pandemic, Christian Care Centers has failed to make its payments toward debt service to the trustee since November 2020. The trustee drew on the debt service reserve funds on Feb. 22, 2021, to make the semi-annual principal payment that was due on Feb. 15, 2021. ESG - Governance: Christian Care Centers has an ESG Relevance Score of '4' for Management Strategy due to a period of ineffective strategic planning and execution, which has given rise to multiple years of operating losses and declining liquidity levels. Management strategy is relevant to the rating in conjunction with other factors as the failure to address overdue plant updates, implement effective marketing strategies and increase pricing have contributed to the missed principal payment on Feb. 15, 2021. RATING SENSITIVITIES Rating sensitivities are no longer relevant given the rating withdrawal. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Christian Care Centers serves the Dallas-Fort Worth metroplex with three senior living campuses in Mesquite, Fort Worth and Allen, Texas. Aggregate capacity consists of 410 independent living units, 152 assisted living units, 77 memory care units and 119 skilled nursing beds. Total operating revenue was $36.4 million in 2019. ESG CONSIDERATIONS Christian Care Centers, Inc. (TX): Management Strategy: 4 Christian Care Centers has an ESG Relevance Score of '4' for Management Strategy due to ineffective strategic planning and execution by management, which has a negative impact on the rating in combination with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Following the withdrawal of Christian Care Centers' ratings, Fitch will no longer be providing the associated ESG Relevance Scores. COLLECTED GROUP: Seeks Approval to Hire Young Conaway as Co-Counsel ------------------------------------------------------------------- The Collected Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP to serve as co-counsel with Paul, Weiss, Rifkind, Wharton & Garrison LLP, the other firm handling their Chapter 11 cases. Young Conaway will render these services: (a) advise the Debtors regarding local rules, practices and procedures in connection with the prosecution of their Chapter 11 cases; (b) review, comment or prepare drafts of documents to be filed with the court; (c) appear in court, at any meeting with the U.S. Trustee for the District of Delaware, and any meeting of creditors; and (d) perform all other services assigned by the Debtors, in consultation with their bankruptcy co-counsel. The principal attorneys and the paralegal presently designated to represent the Debtors, and their current standard hourly rates, are as follows: Pauline K. Morgan $1,075 Andrew L. Magaziner $725 Joseph M. Mulvihill $575 Catherine C. Lyons $450 Michael Girello $320 In addition, Young Conaway will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $125,000. Young Conaway provided the following in response to the request for additional information set forth in the Appendix B Guidelines at D.1: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professional included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of the firm's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 cases. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Young Conaway was retained by the Debtors for restructuring work pursuant to an engagement agreement dated Feb. 23, 2021. Young Conaway was separately retained by the special committee to provide advice in connection with its investigation on or about March 15, 2021. The billing rates and material terms of the pre-bankruptcy engagement are the same as the rates and terms proposed by the Debtors. Question: Has your client approved your prospective budget and staffing plans, and, if so for what budget period? Response: The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Pauline K. Morgan, Esq., a partner at Young Conaway Stargatt & Taylor, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Pauline K. Morgan, Esq. Andrew L. Magaziner, Esq. Joseph M. Mulvihill, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: pmorgan@ycst.com amagaziner@ycst.com jmulvihill@ycst.com About Collected Group The Collected Group and four 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. Founded in 2001, The Collected Group, LLC is a designer, distributor and retailer of three contemporary, consumer-inspired, apparel lifestyle brands: Joie, Equipment, and Current/Elliott. 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. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' legal counsel while Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., serve as financial advisor and investment banker. The Debtors also tapped Berkeley Research Group, LLC and appointed the firm's managing director, Evan Hengel, as their chief restructuring officer. Epiq Corporate Restructuring LLC is the claims agent and administrative advisor. COLLECTED GROUP: Seeks to Hire Berkeley Research Group, Appoint CRO ------------------------------------------------------------------- The Collected Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Berkeley Research Group, LLC and appoint Evan Hengel, the firm's managing director, as chief restructuring officer. Mr. Hengel and his firm will render these services: (a) develop and implement a chosen course of action to preserve asset value and maximize recoveries to stakeholders; (b) oversee the activities of the Debtors in consultation with other advisors and the management team to effectuate the selected course of action; (c) develop cash flow projections and related methodologies and assist with planning for alternatives; (d) assist the Debtors in preparing for and operating in a Chapter 11 bankruptcy proceeding; (e) assist as requested by management in connection with the Debtors' development of their business plan and such other related forecasts; (f) provide information deemed by the CRO to be reasonable and relevant to stakeholders and consult with key constituents as necessary; (g) offer testimony before the bankruptcy court; (h) offer assistance in obtaining relevant employee retention credit benefits and any other tax refunds the Debtors may be eligible for; and (i) perform such other services. The current standard hourly rates for the firm's professionals are as follows: Managing Director $860 - $1,150 Director $600 - $895 Professional Staff $250 - $770 Support Staff $125 - $275 In addition, the firm will seek reimbursement for expenses incurred. In the 90 days prior to the petition date, the firm received cash on account and payments totaling $837,058.45. As of the petition date, the firm holds $159,387.60 in cash on account from the Debtors. Mr. Hengel 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: Evan D. Hengel Berkeley Research Group, LLC 2029 Century Park E., Suite 1250 Los Angeles, CA 90067 Telephone: (310) 499-4750 Facsimile: (310) 557-8982 Email: ehengel@thinkbrg.com About Collected Group The Collected Group and four 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. Founded in 2001, The Collected Group, LLC is a designer, distributor and retailer of three contemporary, consumer-inspired, apparel lifestyle brands: Joie, Equipment, and Current/Elliott. 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. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' legal counsel while Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., serve as financial advisor and investment banker. The Debtors also tapped Berkeley Research Group, LLC and appointed the firm's managing director, Evan Hengel, as their chief restructuring officer. Epiq Corporate Restructuring LLC is the claims agent and administrative advisor. COLLECTED GROUP: Seeks to Hire Epiq as Administrative Advisor ------------------------------------------------------------- The Collected Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as administrative advisor. The Debtors require an administrative advisor to assist with administrative tasks in the preparation of their bankruptcy schedules and statements of financial affairs; provide balloting services in connection with the solicitation process for their Chapter 11 plan; and act as disbursing agent in connection with the distributions required under the plan. The hourly rates of Epiq's claim administration services are as follows: Clerical/Administrative Support $35 – $55 IT/Programming $65 – $85 Case Managers $85 – $165 Consultants/ Directors/Vice Presidents $165 – $195 Solicitation Consultant $195 Executive Vice President, Solicitation $215 The Debtors agree to pay out-of-pocket expenses incurred by the firm and a retainer in the amount of $25,000. Kate Mailloux, a senior director at Epiq Corporate Restructuring, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kate Mailloux Epiq Corporate Restructuring, LLC 777 Third Ave., 12th Floor New York, NY 10017 Telephone: (646) 282-2532 Email: kmailloux@epiqglobal.com About Collected Group The Collected Group and four 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. Founded in 2001, The Collected Group, LLC is a designer, distributor and retailer of three contemporary, consumer-inspired, apparel lifestyle brands: Joie, Equipment, and Current/Elliott. 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. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' legal counsel while Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., serve as financial advisor and investment banker. The Debtors also tapped Berkeley Research Group, LLC and appointed the firm's managing director, Evan Hengel, as their chief restructuring officer. Epiq Corporate Restructuring LLC is the claims agent and administrative advisor. COLLECTED GROUP: Seeks to Hire Paul Weiss as Bankruptcy Counsel --------------------------------------------------------------- The Collected Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as bankruptcy counsel. The firm will render these legal services: (a) advise the Debtors regarding their powers and duties in the continued operation of their business and management of their properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the Debtors' Chapter 11 cases; (c) take action necessary to protect and preserve the Debtors' estates; (d) prepare legal papers; (e) advise and assist the Debtors with financing and transactional matters; (f) represent the Debtors in connection with obtaining authority to use cash collateral and post-petition financing; (g) negotiate, prepare and seek approval of a disclosure statement and confirmation of a Chapter 11 plan and all documentation related thereto; (i) appear in court; (j) advise the Debtors regarding tax matters; and (k) perform all other legal services for the Debtors that may be necessary and proper in these Chapter 11 cases. The hourly rates of the firm's attorneys who will have primary responsibility for representing the Debtors in these Chapter 11 cases are as follows: Brian Hermann $1,825 Brian Bolin $1,330 John Weber $1,330 Michael Colarossi $1,090 Patricia Walsh $830 Tyler Zelinger $700 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: The firm has not agreed to any variations from, or alternatives to, its standard billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments or discounts offered during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Paul, Weiss typically adjusts its billing rates on an annual basis and recently implemented a rate increase effective Jan. 1, 2021. Accordingly, Paul, Weiss's rates for timekeepers for its pre-bankruptcy engagement on this matter were, for the period of Jan. 28 to April 4, 2021, $1,330 to $1,825 for partners, $1,400 for counsel, $510 to $1,185 for associates and staff attorneys, and $125 to $405 for paraprofessionals. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Yes, from the petition date to June 9, 2021. Brian Hermann, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian S. Hermann, Esq. John T. Weber, Esq. Brian Bolin, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: bhermann@paulweiss.com jweber@paulweiss.com bbolin@paulweiss.com About Collected Group The Collected Group and four 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. Founded in 2001, The Collected Group, LLC is a designer, distributor and retailer of three contemporary, consumer-inspired, apparel lifestyle brands: Joie, Equipment, and Current/Elliott. 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. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' legal counsel while Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., serve as financial advisor and investment banker. The Debtors also tapped Berkeley Research Group, LLC and appointed the firm's managing director, Evan Hengel, as their chief restructuring officer. Epiq Corporate Restructuring LLC is the claims agent and administrative advisor. COLLECTED GROUP: Seeks to Tap Miller Buckfire as Investment Banker ------------------------------------------------------------------ The Collected Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc. as financial advisor and investment banker. Miller Buckfire will render these services: (a) familiarize itself with the business, operations, properties, financial condition and prospects of the Debtors and advise and assist the Debtors in structuring and effecting the financial aspects of the transactions defined in the engagement letters; (b) assist in developing and seeking approval of the Debtors' restructuring plan; (c) assist in structuring any new securities to be issued under the plan; (d) participate or otherwise assist in negotiations with entities or groups affected by the plan; (e) assist in structuring and effecting any financing; (f) identify and contact potential investors; (g) participate or otherwise assist in negotiations with investors; (h) assist with any sale; (i) identify and contact potential acquirers; (j) participate or otherwise assist in negotiations with acquirers; (k) prepare and develop a sale memorandum for use in soliciting potential acquirers; and (l) participate in hearings before the court. Miller Buckfire will be compensated based on this fee and expense structure: (a) Monthly fee of $100,000. (b) Transaction fee of $1.3 million, due upon the earlier of a restructuring and a sale. (c) Financing fee of $100,000, due upon the first funding of each financing. (d) Reimbursement of expenses incurred. James Doak, a managing director at Miller Buckfire, disclosed in a court filing that the firm and its affiliate are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James Doak Miller Buckfire & Co., LLC 787 Seventh Avenue New York, NY 10019 Telephone: (212) 895-1800 Facsimile: (212) 895-1853 About Collected Group The Collected Group and four 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. Founded in 2001, The Collected Group, LLC is a designer, distributor and retailer of three contemporary, consumer-inspired, apparel lifestyle brands: Joie, Equipment, and Current/Elliott. 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. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' legal counsel while Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., serve as financial advisor and investment banker. The Debtors also tapped Berkeley Research Group, LLC and appointed the firm's managing director, Evan Hengel, as their chief restructuring officer. Epiq Corporate Restructuring LLC is the claims agent and administrative advisor. COUNTRY FRESH: Creditors' Committee Seeks to Hire Canadian Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Country Fresh Holding Company Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cassels Brock & Blackwell LLP as its Canadian counsel. Cassels will render these legal services: (a) advise the committee in connection with the Companies' Creditors Arrangement Act (CCAA) proceedings, the cross-border motions, the application of comity, and coordination of cross-border issues; (b) appear in the Canadian court, in connection with the CCAA proceedings, on behalf of the committee; (c) assist with any claims analysis; (d) evaluate, analyze and report on any litigation in Canada and any related applications; (e) prepare legal papers, if any; (f) evaluate any Canadian issues that may arise in connection with the evaluation, negotiation or implementation of any plan of reorganization; (g) advise in respect of the intersection of Canadian insolvency, corporate law, or other Canadian legal issues on cross-border matters; and (h) provide such other Canadian legal services as the committee or its lead counsel, Kilpatrick Townsend, may request. Cassels' hourly rates for the professionals expected to be primarily involved in the Debtors' cases range as follows: Partners $480 - $940 Associates $305 - $520 Paraprofessionals $160 - $370 The hourly rates of Cassels' lawyers who will be primarily responsible for representing the committee in this matter are as follows: John N. Birch $715 Natalie Levine $560 Monique Sassi $500 Sophie Moher $405 In addition, Cassels will seek reimbursement for expenses incurred. Cassels also provided the following in response to the request for additional information set forth in the Appendix B Guidelines at D.1: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No, but Cassels has agreed to use its standard U.S. dollar rates instead of Canadian dollar rates as is its typical practice. Question: Do any of the professional included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plans, and, if so for what budget period? Response: The committee and its counsel are currently in the process of formulating a budget, recognizing that in the course of large cases like the Debtors' Chapter 11 cases, it is highly likely that there may be a number of unforeseen circumstances that will need to be addressed by the committee and its counsel giving rise to additional fees and expenses. Natalie Levine, Esq., a partner at Cassels, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Natalie E. Levine, Esq. Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Telephone: (416) 860-6568 Facsimile: (416) 640-3207 Email: nlevine@cassels.com About Country Fresh Holding Country Fresh Holdings, LLC operates as a holding company. The company, through its subsidiaries, provides fresh-cut fruits and vegetables, snacking products, and home meal replacement solutions. Country Fresh Holdings serves customers in the United States and Canada. Country Fresh Holding Company and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-30574) on Feb. 15, 2021. The Hon. David R. Jones is the case judge. The Debtors tapped Foley & Lardner, LLP as their legal counsel and Epiq Corporate Restructuring as their claims agent. Ankura Consulting Group, LLC provides the Debtors with management and restructuring services. On Feb. 25, 2021, the U.S. Trustee for Region 7 appointed a committee of unsecured creditors in these Chapter 11 cases. The committee tapped Kilpatrick Townsend as its lead counsel and Cassels Brock & Blackwell LLP as its Canadian counsel. DESOTO OWNERS: Court Okays Stipulation with Romspen --------------------------------------------------- Desoto Owners LLC and Romspen US Master Mortgage, LP stipulate that the Debtor may use cash collateral from rental income in which Romspen has a valid security interest, to pay immediate and necessary post-petition expenses for maintenance, operations and preservation of Romspens's collateral. In the event the Debtor has to pay for unbudgeted expenses, or expenses exceeding $2,000 of that budgeted, the parties agree that the Debtor shall notify counsel to Romspen via email. About Desoto Owners Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), owning a real property commonly known as the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58-acre parcel of land. Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 2043387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq., at NUTOVIC & ASSOCIATES, represents the Debtor. Counsel to Romspen US Master Mortgage, LP: Leo Leyva, Esq. Cole Schotz P.C. Telephone: NY: 646-563-8930 Mobile: 201-314-7995 Facsimile: NY: 646-563-7930 Email: lleyva@coleschotz.com - and - Michael R. Yellin, Esq. Jacob S. Frumkin, Esq. Cole Schotz P.C. Email: myellin@coleschotz.com jfrumkin@coleschotz.com DONUT HOUSE: May Use Cash Collateral on Final Basis --------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized The Donut House, Inc., to use cash collateral on a final basis. Judge Joseph G. Rosania, Jr., directed the Debtor to provide its secured creditors with a post-petition lien on all post-petition inventory and income derived from the operation of the business and assets to the extent of decrease in the value of the secured creditors' interest in the collateral. All replacement liens will hold the same priority to the assets as did the pre-petition liens. About Donut House The Donut House, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-11349) on March 22, 2021, listing under $1 million in both assets and liabilities. Kutner Brinen Dickey Riley, PC serves as the Debtor's counsel. ENCINO ACQUISITION: Fitch Alters Outlook on 'B' LT IDR to Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Encino Acquisition Partners Holdings, LLC's and Encino Acquisition Partners, LLC's (together, Encino) Long-Term Issuer Default Ratings (IDRs) at 'B'. In addition, Fitch has assigned a 'B'/'RR4' issue rating to Encino's proposed senior unsecured notes. The rating of the second lien term loan is affirmed at 'B'/'RR4'. The Rating Outlook has been revised to Stable from Negative. Encino's IDR reflects the company's sizable Utica position, ability to effectively transport gas out of basin to advantaged price points, expected leverage of 2.5x-3.0x, adequate liquidity, and strong hedge profile. These considerations are offset by the company's current inability to generate material positive free cash flow to reduce debt, challenged ability to access debt capital markets, and relatively high firm transportation costs. The Stable Outlook reflects Fitch's view that the proposed refinancing has materially reduced the company's refinancing risk while enhancing liquidity. KEY RATING DRIVERS Proposed Note Offering: Encino has proposed a $750 million issuance of senior unsecured notes, proceeds of which would repay the existing second-lien term loan and reduce borrowings under the reserve-based credit facility. The transaction would extend the debt maturity runway from four to eight years and provide Encino with greater flexibility to extend its revolver maturity, which is due in 2023. In addition, liquidity is expected to be enhanced by approximately $180 million to $503 million. Further, successful completion of the note offering confirms Encino's ability to access debt capital markets. Upon closing of the transaction, the rating on the second-lien term loan will be withdrawn. Nearing FCF Neutrality: Encino is expected to be slightly FCF positive in 2021 and 2022 under Fitch's price deck and production assumptions, with a more material increase beginning in 2023, due to stronger production growth. In the near term, Encino will likely focus on natural gas and oil production versus NGLs, due to relatively stronger economic returns. Capex is expected to be relatively flat, due to declining drilling and completion costs. Fitch anticipates FCF will be applied to debt reduction until the company attains its goal of below 2x leverage. High Firm Transportation Costs: Encino inherited long-dated firm transportation agreements for natural gas takeaway, and has sufficient takeaway capacity for current volumes to areas that have had advantaged pricing versus in-basin sales. However, Encino's firm transportation (FT) costs are among the highest of Fitch's monitored natural gas producers. The FT commitments provide for higher realized natural gas prices to more attractive end markets; however, Encino risks price disruptions in those markets given the higher takeaway costs. Sizable Utica Footprint: Encino holds a large wet gas asset base in the Utica basin, with over 900,000 net acres, 300,000 of which the company considers to be core. The acreage is spread across the Utica shale basin, which provides optionality in drilling plans, allowing EAP to drill dry gas and wet gas wells depending on economics or pipeline commitments and constraints. Encino is the second largest producer in the Ohio Utica behind Ascent Resources, although its production is lower than most of Fitch-rated natural gas peers. The company has focused on drilling where the condensate mix is greater to boost overall realized pricing, and has a relatively high percentage of condensate and NGLs in its production base relative to peers. Favorable Hedging Policy: Encino intends to have a two- to three-year rolling hedging program, ultimately hedging up to 80% of total production. Fitch estimates that Encino has approximately 82% of expected production in 2021 hedged at $2.63 and 61% of expected 2022 production hedged at $2.46. The company also has hedges in place on condensate, ethane and propane. Fitch views the current plan of hedging favorably, as it reduces cash flow volatility locks in returns for the company. DERIVATION SUMMARY Encino's rating reflects the company's size, relatively low leverage, and favorable netbacks. Encino is smaller than other gas-oriented peers at approximately 961 million cubic feet equivalent per day (mmcfe/d) produced in 2020, which is lower than the largest Utica basin producer, Ascent Resources (B/Stable) at 1,991 mmcfe/d. Encino is slightly below Comstock Resources (B/Positive) at 1,225 mmcfe/d but above Vine Oil & Gas (B/Stable) at 658 mmcfe/d. Approximately, 30% of Encino's production are liquids, which higher realized unhedged price relative to other natural gas producing peers. This is offset by higher gathering and transportation costs, which results in netbacks at the lower range of its peers. Encino had a Fitch calculated unhedged netback of $0.27 for full year 2020 compared with Ascent ($0.39), Comstock ($0.79), and Vine ($0.63). Encino's debt/EBITDA of 2.8x as of Dec. 31, 2020 is within the range of other single B issuers of 2.0x-3.0x, although Fitch anticipates the group will show improvement over the next two years. Natural gas producers in the Appalachian and Haynesville basins have all recently acted to extend maturities and reduce debt. Fitch believes the proposed senior note offering will bring Encino in line with the other Fitch-rated issuers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Henry Hub natural gas price of $2.75/mcf in 2021, and $2.45/mcf over the long term; -- WTI oil price of $55/bbl in 2021, and $50/bbl over the long term; -- Production relatively flat in 2021 with production focus moving to natural gas and oil versus NGLs; -- Capex of approximately $390 million annually over the forecast horizon; -- Any FCF proceeds are applied to debt reduction; -- No assumptions of acquisition, divestitures, or distributions. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Encino Acquisition Partners Holdings would be reorganized as a going-concern in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Encino's GC EBITDA assumption reflects Fitch's projections under a stressed case price deck, which assumes Henry Hub natural gas prices of $2.00 in 2021, $1.65 in 2022, and $2.25 in the long term. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). The GC EBITDA assumption uses 2023 EBITDA, which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. The model was adjusted for reduced production and varying differentials given the material decline in the prices from the previous price deck. An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x; There has only been a handful of M&A transactions in the Appalachian Basin during the past 12 months, which were small in scale. In August 2020, Southwestern Energy acquired Montage Resources for $927 million, which implied a 3.4x multiple on LTM EBITDA. Production per flowing barrel was $9,573, well below the historical average of approximately $12,000 proved reserves per barrel was $2 in the Appalachian Basin. Although the Utica basin wells generally perform strongly, recent recoveries of exploration and production (E&P) companies have been weak given the lack of demand for oil and natural gas assets and the inability to raise capital; Encino's valuation reflects the lack of public E&P companies operating in the Utica basin, which could limit buyers resulting in a discount to valuations. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale, or liquidation processes conducted during a bankruptcy, or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions for each basin including multiples for production per flowing barrel, proved reserves valuation, value per acre, and value per drilling location. The revolver is assumed to be 90% drawn upon default with the expectation that commitments would be reduced during a redetermination. The revolver is senior to the senior secured second lien term loan in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver ($900 million) and a 'RR4' recovery for the proposed senior unsecured notes ($750 million). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Demonstrated ability to access capital markets and generate free cash flow to reduce debt and enhance liquidity; -- Decreasing operating costs per unit, which leads to higher margins and increased FCF; -- Maintenance of mid-cycle debt/EBITDA at or below 2.5x; -- FFO-adjusted leverage at or below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Inability to generate positive FCF, which results in reduced liquidity and increased leverage; -- Change in financial policy including reduced commitment to repay debt and reduction in hedging program; -- Loss of operational momentum resulting in material production declines from current levels; -- Mid-cycle debt/EBITDA above 3.0x. 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 Encino has a $2 billion reserve-based credit facility due 2023 with a borrowing base of $900 million. Approximately $485 million drawn and $99.9 million letters of credit issued as of December 2020 resulting in $315.1 million of availability. Under Fitch's natural gas price deck, Encino is expected to be relatively FCF neutral over the forecasted horizon. The revolver matures in October 2023 and Fitch anticipates the facility will be extended if the proposed senior unsecured notes are issued. This should provide the company with ample maturity runway to focus on growing FCF and reducing debt to its leverage target of sub-2.0x. EVEN STEVENS: April 22 Hearing on Bid Procedures for 92% Equity --------------------------------------------------------------- Judge Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona rescheduled the accelerated hearing on the bidding procedures proposed by Even Stevens Sandwiches, LLC, Even Stevens Utah, LLC, and Even Stevens Idaho, LLC, in connection with the sale of 92% of equity in the Debtors to ES Management, LLC for $3,016,670, subject to overbid for April 22, 2021, at 10:00 a.m. Parties may appear via Zoom video conference only at the following link: https://www.zoomgov.com/j/1618918180?pwd=enpXdm83aGVmNCtPWFI2YmVIUWRFdz09 Meeting ID: 161 891 8180 Passcode: 897787 AT &T Teleconference Line: (877) 873-8018, Access Code: 7217155 About Even Stevens Sandwiches Even Stevens Sandwiches, LLC, opened its first restaurant in downtown Salt Lake City, Utah, in June 2014. It has eight operating locations: seven in Utah and one in Idaho. Even Stevens Sandwiches and its affiliates each filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on March 21, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is the Debtor's legal counsel. EVEN STEVENS: Seeks to Resched Accelerated Bid Procedures Hearing ----------------------------------------------------------------- Even Stevens Sandwiches, LLC, Even Stevens Utah, LLC, and Even Stevens Idaho, LLC, ask the U.S. Bankruptcy Court for the District of Arizona to reschedule the accelerated hearing on their proposed bidding procedures in connection with the sale of 92% of equity in the Debtors to ES Management, LLC for $3,016,670, subject to overbid. The reason for the Motion to reschedule is that the U.S. Trustee had a scheduling conflict on April 20, 2021, at 2:30 p.m. About Even Stevens Sandwiches Even Stevens Sandwiches, LLC, opened its first restaurant in downtown Salt Lake City, Utah, in June 2014. It has eight operating locations: seven in Utah and one in Idaho. Even Stevens Sandwiches and its affiliates each filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on March 21, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is the Debtor's legal counsel. FESTIVE WORKS: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- Festive Works, LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Liquidation and Disclosure Statement dated April 20, 2021. The Debtors owned the real estate and building in which the following services were provided: in-person dining, take-out dining, personal and corporate catering, and includes a banquet hall venue for large gatherings. In these Chapter 11 Cases, the Debtors were able to successfully operate and conduct a sale process that marketed the Debtors' assets and sold them to the highest bidder. While objections were filed to various relief sought by the Debtors, including the Debtors' retention of professionals and the sale process itself, the Debtors were able to overcome all objections, conduct a competitive auction for the Debtors' assets, and increase the purchase price for the Debtors' assets to over $4 million. Along the way, the Debtors, with the assistance of the Subchapter V Trustee, were able to reach a settlement with the first lien holder, Unity Bank, that included the Debtors' payment of over $3 million to Unity Bank at the closing of the sale. The Plan acknowledges the settlement payment made to Unity Bank, and seeks to distribute the remaining sale proceeds consistent with settlements reached with interested parties and the priority scheme of the Bankruptcy Code. Pursuant to the order approving the sale of substantially all of the Debtors' assets entered by the Court on March 12, 2021 (the "Sale Order"), $3,696,698.15 (or 92.2%), of the purchase price was allocated to Festive Works' assets (consisting of the land/building), and $312,735.85 (or 7.8%) was allocated to the Marco Polo assets, consisting of $255,801.89, or 6.38%, allocated to Marco Polo's liquor license, and $56,933.96 or 1.42%, allocated to all other Marco Polo assets. The purchase price included a 6% buyer's premium of $240,566.00 for auction fees and expenses of the auctioneer. Aside from Unity Bank's secured claim, there remain disputed, secured and priority claims against Festive Works and Marco Polo, including claims asserted by the Internal Revenue Service as well as the State of New Jersey (Department of Labor—Division of Employer Accounts and Division of Taxation). Additionally, approximately $2 million of unsecured claims exist against Festive Works, and approximately $2.75 million of unsecured claims exist against Marco Polo. While under normal circumstances the securing of a $3.5 million stalking horse bid for the Debtors' assets would be an admirable achievement, in the middle of a global pandemic that disproportionately took its toll on small businesses particularly in the food service industry, it became an extraordinary accomplishment. Under the terms of the sale contract with the stalking horse bidder, the "outside" date to close the transaction was February 26, 2021. Class 4A are Unsecured creditors of Marco Polo which consist of approximately $2.75 million in Claims. To the extent available, unsecured creditors will receive a pro rata distribution from Marco Polo's allocation of the remaining sale proceeds. These unsecured creditors are impaired and entitled to vote. Class 3B are Unsecured creditors of Festive Works which consist of approximately $2 million in Claims. To the extent available, unsecured creditors will receive a pro rata distribution from Festive Works' allocation of the remaining sale proceeds. These unsecured creditors are impaired and entitled to vote. The Equity Interest holders of Marco Polo who are Agapios Kyritsis and Theavronia Kyritsis will not receive a distribution, and are not entitled to vote. The Equity Interest holders of Festive Works who are Agapios Kyritsis and Theavronia Kyritsis will not receive a distribution, and are not entitled to vote. The Debtors expect to have sufficient cash to make the payments required on the Effective Date from the sale proceeds. All United States Trustee Fees accrued prior to the Effective Date shall be paid in full, on or before the Effective Date. All United States Trustee Fees which accrue post-Effective Date shall be paid in full on a timely basis by the Debtors or any successor to the Debtors prior to the Debtors' cases being closed, converted, or dismissed. A full-text copy of the Combined Plan and Disclosure Statement dated April 20, 2021, is available at https://bit.ly/3tJkWxW from PacerMonitor.com at no charge. Counsel to Debtors: PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 John S. Mairo, Esq. Christopher P. Mazza, Esq. E-mail: jsmairo@pbnlaw.com cpmazza@pbnlaw.com About Festive Works Festive Works, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 21-10445) on Jan. 20, 2021. The case is assigned to Judge John K. Sherwood. In the petition signed by Agapios Kyritsis, member, the Debtor disclosed $1 million to $10 million in assets and liabilities. The Debtor tapped John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C. as counsel. M. Greenwald Associates LLP serves as the Debtor's financial advisor. FLORIDA TILT: Wins Interim OK to Use Cash Collateral Until July --------------------------------------------------------------- Judge Robert A. Mark authorized on an interim basis Florida Tilt, Inc., to use cash collateral to pay, pursuant to the budget, the expenses and administration costs incurred by the Debtor. The budget through September 2021 provides for $102,987 in cost of goods sold and $16,612 in total operating expenses. Secured Creditors Wells Fargo, EBF Partners, LLC, d/b/a Everest Business Funding, or any other creditor who may assert a lien on the cash collateral will retain their pre-petition liens to the extent and priority held. The security liens will be subordinate to all payments due to the Clerk of Court and the U.S. Trustee. As adequate protection, the Court directed the Debtor to pay Wells Fargo $1,500 on or before November 25, 2020 with payments continuing on the 15th of the month thereafter. This treatment, however, has no effect on the future plan treatment of Well Fargo claims. A hearing is set for July 8, 2021, at 2:30 p.m. by telephone. To participate in this hearing through Court Solutions, one must make a reservation by telephone, or through online registration no later than 3 p.m. one business day before the hearing. The Debtor is required to submit an updated cash collateral budget by July 6, 2021 at 5 p.m. A copy of the order and budget is accessible at https://bit.ly/3gvOrjd from PacerMonitor.com free of charge. About Florida Tilt Inc. Florida Tilt, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20779) on October 1, 2020, listing under $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Ariel Sagre, Esq., at Sagre Law Firm, P.A., serves as the Debtor's legal counsel. Until further notice, the United States Trustee said it will not appoint a Committee of Creditors pursuant to 11 USC Section 1102. FRESH ACQUISITIONS: Old Country Buffet Goes Bankrupt for 4th Time ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that all-you-can-eat chain Old Country Buffet is back in bankruptcy for the fourth time after the Covid-19 pandemic slammed in-person dining. The buffet chain filed for Chapter 11 protection from creditors in Texas alongside affiliates including Furr's Fresh Buffet, HomeTown Buffet and Tahoe Joe's Famous Steakhouse. Old Country Buffet and related brands previously went through bankruptcies in 2008, 2012 and 2016, court documents show. Prior to the coronavirus outbreak, the parent company ran 90 stores across 27 states with six all-you-can-eat buffet chains and a full-service steakhouse. About Fresh Acquisitions Fresh Acquisitions LLC and Buffets, LLC, operate independent restaurant brands and are based in San Antonio, Texas. Prior to the COVID-19 pandemic, the Debtors were a significant operator of buffet-style restaurants in the United States with approximately 90 stores operating in 27 states. The Debtors' concepts include six buffet restaurant chains and a full service steakhouse, operating under the names Furr's Fresh Buffet, Old Country Buffet, Country Buffet, HomeTown Buffet, Ryan's, Fire Mountain, and Tahoe Joe's Famous Steakhouse, respectively. Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC, acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. On April 27, 2017, the Court confirmed the Debtors' Second Amended Joint Plan of Reorganization. The Effective Date of the Plan was May 18, 2017. Fresh Acquisitions, LLC and 14 affiliates, including Buffets LLC (a/k/a Ovation Brands), sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-30721) on April 20, 2021. Fresh Acquisitions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Harlin Dewayne Hale is the case judge. In the recent cases, the Debtors tapped GRAY REED as counsel; and B. RILEY ADVISORY SERVICES as financial advisor. KATTEN MUCHIN ROSENMAN LLP is special counsel. BMC GROUP, INC., is the claims and noticing agent. HILCO REAL ESTATE, LLC is the real estate consultant. GENEVA VILLAGE: Geneva OPCO LLC Buying All Operating Assets ----------------------------------------------------------- Geneva Village Retirement Community, Ltd., asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize it to transfer its operations and sell substantially all of its operating assets free and clear of liens, claims, encumbrances, and interests, to Geneva OPCO, LLC, pursuant to the terms of the terms of the proposed Operations Transfer Agreement. The Debtor, doing business as Geneva Village Skilled Nursing & Rehabilitation, organized March 10, 2004, operates a skilled nursing facility at 1140 South Broadway, Geneva, Ohio. Beginning May 10, 2006, Geneva entered into a sublease with its affiliate Geneva Village Retirement Community, LLC, a Delaware limited liability company, organized Nov. 8, 2005. The Master Tenant exists only to hold the lease to the Facility. The Master Tenant entered into a lease for Geneva's facility with Geneva Life Care Center, LLC ("Landlord"), an unrelated party. The term of the Lease expires on April 30, 2021. Geneva is a guarantor for Master Tenant’s rent obligations to the Landlord pursuant to the Lease. Geneva has been operating since May 2006. It is one of the six nursing facilities operating entities managed by VRC Management, Inc., a Delaware S-Corp, and Geneva's Non-Member Manager. VRC provides Geneva numerous services including compliance, oversight, legal, reimbursement, strategic planning, and personnel & management oversight. The Debtors are in litigation with the Landlord relating to the Lease, including, among other claims, rent payments and enforcement of the Lease guaranty. The Landlord sought a prejudgment attachment of Geneva’s cash receipts, which did not take effect prior to the bankruptcy filing. The Landlord claims either a security interest or ownership of the Debtor's personal property used in the operations of the skilled nursing facility. The Debtor disputes the Landlord's claims. The Debtor, the Landlord, and the Transferee have engaged in arms'-length, good faith negotiations regarding the transition of the operations of the Facility to Transferee pursuant to the OTA, which is conditioned upon approval of the Court and includes the following material terms: a. The assets of the Debtor specifically set forth in Section 1.1 of the OTA. For the avoidance of doubt, the Transferee in its sole discretion will identify the contracts and leases, if any, to be assigned to it at Closing. b. The Debtor and the Landlord dispute the ownership of certain medical, diagnostic, nursing, therapy, and other personal property located at the Facility. They agree that the ownership of the Disputed Personal Property will be determined by the Court at a later date. To the extent that the Court determines that the any of the Disputed Personal Property is owned by the Debtor, the Transferee will pay it the fair market value for such items within 30 days of the determination of ownership by the Court. c. The Transferee will pay the Debtor for the fair market value of consumable inventory on hand the day the closing of the transaction. The current estimate of the consumable inventory is set forth on Schedule 1.1(e) to the OTA, which will be updated the day before the Closing Date. d. The Debtor will assume and assign to the Transferee the Assigned Contracts upon the closing of the OTA and payment by the Debtor of the cure costs, all of which will be identified in a separate cure notice. e. The Transferee will offer employment to at least 75% of the employees of the Facility who have been employee at least 20 or more hours per week. f. The Debtor will cause its third party administrator to transfer all resident trust funds to Transferee on the Closing Date, and Transferee will assume all responsibility for such trust funds after the Closing Date. g. Immediately upon execution of the OTA, the Debtor will notify residents of the Facility in writing that the discharge notices issued to them were based on its expectation that it could not continue to operate after April 30, 2021 and/or Transferor's filing for bankruptcy, and such notices will be rescinded. OTAs are common in the skilled nursing business and, among other things, govern the orderly process by which the old operator will transfer operations of a facility to a new operator. The Transferee must use the Debtor's licensing pending approval of the Transferee’s application for a license from the State of Ohio to operate the facility. It has agreed to indemnify the estate for all costs and expenses incurred arising out of or relating to the ownership, use or the operation of the Facility on and after the Closing Date. The Debtor submits that the terms of the OTA represent the highest and best offer for the Operating Assets and the only feasible way to transfer the operations of the Facility under the current circumstances. The proposed transaction will allow the Facility to continue to operate and permit the residents to remain in their homes at the Facility. The Landlord also supports the terms of the sale. The Debtor respectfully asks that the Court enters an order: (a) authorizing the Debtor to enter into the OTA and sell the Operating Assets free and clear of all liens, claims, encumbrances or other interests, with such liens, claims, rights, interests and encumbrances to attach to the sale proceeds; (b) approving the assumption and assignment of the Assigned Contracts under section 365 of the Bankruptcy Code; and (c) granting such other relief as may be necessary or appropriate. A copy of the OTA is available at https://tinyurl.com/j68pbz7k from PacerMonitor.com free of charge. About Geneva Village Retirement Community Organized on March 10, 2004, Geneva Village Retirement Community, Ltd. is an Ohio limited liability company that operates a skilled nursing facility at 1140 South Broadway, Geneva, Ohio. It conducts business under the name Geneva Village Skilled Nursing & Rehabilitation. Geneva Village Retirement Community and Geneva Village Retirement Community, LLC filed their voluntary petitions for relief under Chapter 11 Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-50498 and 21-50498) on March 30, 2021, listing under $1 million in both assets and liabilities. The Debtors tapped Anthony J. DeGirolamo, Attorney at Law as legal counsel and Corwin & Company as accountant and financial advisor. GENEVA VILLAGE: Objection to Sale of Operating Assets Due April 22 ------------------------------------------------------------------ Judge Alan Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio approved Geneva Village Retirement Community, Ltd's request to shorten the time for hearing on proposed transfer of its operations and sale of substantially all operating assets, free and clear of liens, claims, encumbrances, and interests, to Geneva OPCO, LLC, pursuant to the terms of the terms of the proposed Operations Transfer Agreement. The time for notice of the hearing on the Debtor's Sale Motion is shortened from 28 days to six days. The last date to object to the Sale Motion and the cure notice is April 22, 2021, at 5:00 p.m. About Geneva Village Retirement Community Organized on March 10, 2004, Geneva Village Retirement Community, Ltd. is an Ohio limited liability company that operates a skilled nursing facility at 1140 South Broadway, Geneva, Ohio. It conducts business under the name Geneva Village Skilled Nursing & Rehabilitation. Geneva Village Retirement Community and Geneva Village Retirement Community, LLC filed their voluntary petitions for relief under Chapter 11 Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-50498 and 21-50498) on March 30, 2021, listing under $1 million in both assets and liabilities. The Debtors tapped Anthony J. DeGirolamo, Attorney at Law as legal counsel and Corwin & Company as accountant and financial advisor. GENEVA VILLAGE: Seeks Shortened Time for Hearing on Sale of Assets ------------------------------------------------------------------ Geneva Village Retirement Community, Ltd, asks the U.S. Bankruptcy Court for the Northern District of Ohio to shorten the time for hearing on its proposed transfer of its operations and sale of substantially all operating assets, free and clear of liens, claims, encumbrances, and interests, to Geneva OPCO, LLC, pursuant to the terms of the terms of the proposed Operations Transfer Agreement. Due to the exigent circumstances of the case, and the Debtor's eminent closure of its facility, the Debtor requires that the time for hearing on the Motion and time to object be shorted to six days. That relief is necessary to avoid an abrupt shutdown of its operations and disorganized relocation of its 30 residents. Accordingly, the Debtor proposes giving parties in interest six days' notice for approval of the sale, authority to enter into the OTA, and the assumption and assignment of certain executory contracts and unexpired leases and cure notice. The Debtor respectfully asks that the Court shortens the time for notice of the hearing on the Debtor's Motion and set the objection deadline as follows: (i) notice of hearing on the Debtor's Motion from 28 days to six days; and (ii) objection deadline and cure notice objection deadline of April 22, 2021, at 5:00 p.m. Any delay in considering the Debtor's Motion will result in additional time for the Debtor in chapter 11 risk that its residents will be harmed by an abrupt closing. About Geneva Village Retirement Community Organized on March 10, 2004, Geneva Village Retirement Community, Ltd. is an Ohio limited liability company that operates a skilled nursing facility at 1140 South Broadway, Geneva, Ohio. It conducts business under the name Geneva Village Skilled Nursing & Rehabilitation. Geneva Village Retirement Community and Geneva Village Retirement Community, LLC filed their voluntary petitions for relief under Chapter 11 Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-50498 and 21-50498) on March 30, 2021, listing under $1 million in both assets and liabilities. The Debtors tapped Anthony J. DeGirolamo, Attorney at Law as legal counsel and Corwin & Company as accountant and financial advisor. GENWORTH MORTGAGE: Fitch Puts 'BB' IDR on Watch Positive -------------------------------------------------------- Fitch Ratings has placed the 'BBB-' Insurer Financial Strength (IFS) ratings of Genworth Mortgage Insurance Corporation (GMIC) on Rating Watch Positive (RWP). Fitch also placed the 'BB' Issuer Default Rating (IDR) and the 'BB-' senior debt rating of Genworth Mortgage Holdings, Inc. (GMHI) on Rating Watch Positive. KEY RATING DRIVERS Partial IPO: The RWP follows the announcement that GMHI had filed a registration statement in connection with a proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. Upon completion of the proposed offering, GMHI's parent, Genworth Financial, Inc. (Genworth), would continue to beneficially own at least 80% of GMHI's common stock. Enhanced Governance: The registration documents also indicate GMHI plans to implement enhanced governance in the form of an independent chairperson and a committee of directors who will have veto rights over certain capital decisions. This capital committee will consist of all independent directors. The registration statement also states that it is anticipated that the board will consist of a majority of independent directors. Strong Capital Position: In September 2020, Fannie Mae and Freddie Mac (the GSEs) imposed certain restrictions on GMHI and GMIC, including buffers to GMIC's private mortgage insurer eligibility requirements (PMIERs) ratio. Those conditions will persist in connection with the planned potential IPO, and GMHI has committed to maintaining strong PMIERs compliance above the levels required by the GSEs. The PMIERs are a risk-based capital metric used by the GSEs to identify mortgage insurers deemed eligible to insure mortgages purchased or guaranteed by the GSEs. Parent Considerations: GMIC's standalone credit profile (SCP) is 'BBB+' with a Negative Outlook reflecting the potential for greater losses resulting from the coronavirus pandemic. GMHI's ultimate parent, Genworth, has a significantly weaker credit profile than GMHI. GMHI is currently the primary source of liquidity to meet Genworth's debt service and other funding needs. This risk is partially offset by covenants in the senior note indenture that limit GMHI's ability to incur additional debt, pay dividends or sell assets. Fitch views Genworth's ownership as unfavorable to the rating, which reduced the current rating to 'BBB-'. Fitch believes the partial IPO; commitments to an independent board, capital committee and chairperson; and commitment to strong PMIERs compliance represent a substantial decoupling of GMHI from Genworth. If the offering closes successfully, Fitch expects to upgrade GMIC's and GMHI's ratings to be consistent with their SCP. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- A successful close of the IPO, in combination with an independent board chairperson, a majority independent board, a board capital committee comprised of independent board members and a commitment to maintaining strong PMIERs coverage, would likely result in an upgrade in the ratings to the level of the SCP. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- An unsuccessful close of the IPO, would likely result in a change in the Rating Outlook to Negative. 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. GEORGE WASHINGTON: Stalking Horse Bidder Ok'd for All Assets Sale ----------------------------------------------------------------- Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York approved George Washington Bridge Bus Station Development Venture LLC's supplemental request for approval of the Stalking Horse Bidder and the bid protection in connection with the sale of substantially all assets. The Debtor is authorized to pay the Stalking Horse Bidder a break-up fee of $600,000 and an expense reimbursement not to exceed $400,000, only (i) in the event the Debtor's sale process generates an all cash bid of at least $50 million ("Alternative Bid") and the Debtor closes on such Alternative Bid, or (ii) if the sale to the Purchaser does not close by June 30, 2021 or the APA is terminated pursuant to the terms thereof and such failure to close or termination of the APA is not a result of a breach by the Purchaser of the Stalking Horse Agreement. The Bid Protections will be deemed allowed administrative claims against the Debtor's bankruptcy estate. In the case of an Alternative Bid, the Breakup Payments will be paid in full from the gross cash proceeds generated by the Alternative Bid before any other expenses or amounts are paid. The agreement of the Debtor to work exclusively with Monarch as described in the Motion, subject to receiving an Alternative Bid by the Bid Deadline, is approved. The Bidding Procedures Order is amended to reflect the following revised dates and deadlines: a. Disclosure Statement, Solicitation Procedures Motion and Plan Filing Deadline - March 25, 2021 b. Bid Deadline - April 20, 2021, at 4:00 p.m. (ET) c. Auction (if required) - April 21, 2021, at 10:00 a.m. (ET) d. Disclosure Statement Objection Deadline - April 22, 2021, at 4:00 p.m. (ET) e. Disclosure Statement Hearing - April 27, 2021, at 10:00 a.m. (ET) f. Plan Supplement Deadline - May 11, 2021, at 4:00 p.m. (ET) g. Confirmation Objection Deadline - May 25, 2021, at 4:00 p.m. (ET) h. Voting Deadline - May 25, 2021, at 4:00 p.m. (ET) i. Confirmation Objection Response Deadline - May 31, 2021, at 4:00 p.m. (ET) j. Voting Tabulation Declaration Deadline - May 31, 2021, at 4:00 p.m. (ET) k. Plan Confirmation Hearing - June 3, 2021, at 10:00 a.m. (ET) l. Outside Closing and Confirmation Date - June 30, 2021 About George Washington Bridge Bus Station Development Venture LLC George Washington Bridge Bus Station Development Venture LLC is the entity contracted to renovate the George Washington Bridge Bus Station in New York. The bus station was reopened in 2016 following a delayed and costly renovation. As part of the deal, the company was granted a 99-year lease to operate and maintain the retail portion of the bus station. George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on October 7, 2019. The Debtor's assets are estimated between $50 million and $100 million, and liabilities between $100 million and $500 million, according to bankruptcy documents. Judge Shelley C. Chapman oversees the case. The Debtor has tapped Cole Schotz P.C. as its legal counsel, and BAK Advisors Inc. as its financial advisor. BAK's Bernard A. Katz is Debtor's sole manager. GLOBAL NV: Taps Wadsworth Garber as New Counsel ----------------------------------------------- Global NV Corp. and Strasburg Pharms, LLC seek approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wadsworth Garber Warner Conrardy, P.C. as their new legal counsel. Wadsworth will substitute for Jon B. Clarke, Esq., the attorney who initially handled the Debtors' Chapter 11 cases. The firm will render these services: a. preparation of legal papers required in the Debtors' Chapter 11 proceedings; b. representation of the Debtors in any litigation whether in state or federal courts; and b. performance of all legal services for the Debtors. Wadsworth's hourly rates are as follows: David V. Wadsworth $450 Aaron A. Garber $425 David J. Warner $350 Aaron J. Conrardy $350 Lindsay S. Riley $250 Samuel A. Randles $200 Paralegals $125 Wadsworth is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: David V. Wadsworth, Esq. Aaron J. Conrardy, Esq. Lindsay S. Riley, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Phone: (303) 296-1999 Fax: (303) 296-7600 Email: dwadsworth@wgwc-law.com aconrardy@wgwc-law.com lriley@wgwc-law.com About Global NV Global NV Corp. is a hemp-grower and producer of Colorado hemp-derived CBD retail and online products. Global NV and Strasburg Pharms, LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 21-11388 and 21-11389) on March 23, 2021. Brad J. Wyatt, chief executive officer, signed the petitions. In its petition, Global NV disclosed $1,458,373 in assets and $6,019,273 in liabilities. Strasburg Pharms had between $500,001 and $1 million in assets and between $100,001 and $500,000 in liabilities at the time of the filing. Judge Elizabeth E. Brown presides over the cases. Wadsworth Garber Warner Conrardy, P.C. represents the Debtors as legal counsel. GRACE DENTAL: Taps Peter Freuler & Associates as Accountant ----------------------------------------------------------- Grace Dental, PA seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Peter Freuler & Associates, CPA as its accountant. The Debtor requires an accountant to prepare its 2020 returns and monthly operating reports. The firm's standard charge for preparing returns is $515 per month. Peter Freuler, owner of Peter Freuler & Associates, disclosed in court filings 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: Peter Freuler Peter Freuler & Associates, CPA 37 North Orange Avenue, Suite 519 Orlando, FL 32801 Telephone: (407) 847-6600 About Grace Dental Grace Dental, P.A. operates a general dentistry practice. It encompasses all areas of oral surgery, cosmetic, pediatric, periodontal, orthodontics, endodontics, TMJ/TMD, and geriatrics. Grace Dental sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00895) on March 1, 2021. In the petition signed by Gabriel Sangalang, director, the Debtor disclosed $155,165 in assets and $1,398,938 in liabilities. Judge Karen S. Jennemann oversees the case. The Debtor tapped Jeffrey S. Ainsworth, Esq., at Branson Law, PLLC and L. Todd Budgen, Esq., at Budgen Law as legal counsel and Peter Freuler & Associates, CPA as accountant. GREENSILL BANK: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Greensill Bank AG 48 Martinistrasse Bremen, 28195 Germany Business Description: Greensill Bank is a foreign commercial bank with its center of main interests and nerve center located in Germany. Petition Date: April 20, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-10757 Judge: Hon. Michael E. Wiles Foreign Representative: Dr. Michael C. Frege 2-4 Neue Mainzer Strasse Frankfurt/Main 60311 Germany Foreign Proceeding: In re Greensill Bank AG, No. 508 IN 6/21, Amtsgericht Bremen Representative's Counsel: D. Farrington Yates, Esq. Victor S. Leung, Esq. KOBRE & KIM LLP 800 Third Avenue New York, NY 10022 Tel: (212) 488-1200 Email: Farrington.Yates@kobrekim.com Victor.Leung@kobrekim.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TB4EXWQ/Greensill_Bank_AG_and_Michael__nysbke-21-10757__0001.0.pdf?mcid=tGE4TAMA GREENSILL BANK: Files for Chapter 15 Bankruptcy Protection ---------------------------------------------------------- Greensill Bank, a German subsidiary of Greensill Capital UK, filed for court protection from creditors in New York. It filed a Chapter 15 petition to seek U.S. recognition of its insolvency proceedings in Germany. Greensill Bank is a commercial bank organized under the German Banking Act (Kreditwesengesetz) with a license issued by the Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht) ("BaFin"). Greensill Bank does not have any subsidiaries within or outside of Germany and does not have any branches outside of Germany. Greensill Bank employed 137 people in Germany and owns the land at the address of its registered office in Bremen, Germany. On March 15, 2021, BaFin filed an application with the German Court to open insolvency proceedings with respect to Greensill Bank. On March 16, 2021, the German Court granted the application thereby commencing insolvency proceedings and issued an order appointing Dr. Michael C. Frege as the Insolvency Administrator (lnsolvenzverwalter) of Greensill Bank; the German Court also issued a Certificate setting forth the appointment of Dr. Frege as the Insolvency Administrator (together, the "March 16 Orders"). Pursuant to the March 16 Orders, a stay against execution against the Debtor's assets was imposed by section 89 of the German Insolvency Act, and Greensill Bank was prohibited from undertaking its normal business activities, including (i) disposing of its current and future assets for the duration of the insolvency proceedings or (ii) accepting any debt-discharging payments. About Greensill Capital Greensill Capital is an independent financial services firm and principal investor group based in the United Kingdom and Australia. The Company offers structures trade finance, working capital optimization, specialty financing and contract monetization. Greensill Capital Pty is the parent company for the Greensill Group. Greensill began to unravel in March 2021 when its main insurer stopped providing credit insurance on US$4.1 billion of debt in portfolios it had created for clients including Swiss bank Credit Suisse. Greensill Capital (UK) Limited and Greensill Capital Management Company (UK) Limited filed for insolvency in Britain on March 8, 2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of Grant Thornton were appointed as administrators. Greensill Capital Pty Ltd. filed insolvency proceedings in Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of Grant Thornton Australia Ltd, as voluntary administrators in Australia. Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was signed by Jill M. Frizzley, director. It listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Honorable Judge Michael E. Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the Debtor's counsel. About Greensill Bank Bremen-based Greensill Bank, formerly known as NordFinanz Bank AG, is a German subsidiary of Greensill Capital UK. It was acquired in 2014 by Greensill Capital, which itself filed for insolvency on March 8, 2021. Greensill Bank filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 21-10757) on April 20, 2021, to seek U.S. recognition of its insolvency proceeding in Germany. Michael C. Frege is the administrator. Greensill Bank's U.S. counsel: David Farrington Yates Kobre & Kim LLP Tel: (212) 488-1211 E-mail: farrington.yates@kobrekim.com GREENSILL CAPITAL: U.S. Trustee Appoints New Committee Member ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Swinda Salazar-Piquemal, a resident of Indialantic, Fla., as new member of the official committee of unsecured creditors in the Chapter 11 case of Greensill Capital, Inc. Meanwhile, Griffith Williams, a resident of River Forest, Ill., is no longer a member of the committee. The committee is now composed of: 1. Rachelle Bower 330 West 56th Street New York, NY 10019 E-mail: rbower1515@gmail.com 2. Margaret Stock 77 Park Avenue, Apartment 1515 Hoboken, NJ 07030 E-mail: margaretmstock@gmail.com 3. Swinda Salazar-Piquemal 1205 Magnolia Drive Indialantic, Florida 32903 E-mail: swindasp@gmail.com 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. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on April 7, 2021. The committee is represented by George P. Angelich, Esq. GRIDDY ENERGY: Seeks to Hire Baker Botts as Legal Counsel --------------------------------------------------------- Griddy Energy, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker Botts LLP as its legal counsel. The firm will render these services: -- advise the Debtor regarding its powers and duties under the Bankruptcy Code; -- prepare and file legal papers; -- attend meetings and negotiate with representatives of creditors and other parties-in-interest; -- assist the Debtor with the preparation and filing of its schedules of assets and liabilities and statements of financial affairs; -- seek court approval to retain bankruptcy professionals; -- effectuate the assumption, assignment and rejection, as appropriate, of executory contracts and unexpired leases; -- negotiate a Chapter 11 plan and seek confirmation of the plan; -- appear before the bankruptcy court and any other courts to protect the interests of the Debtor and its estate; -- respond to inquiries and calls from creditors and their legal counsel; and -- perform other necessary legal services in connection with the Debtor's Chapter 11 case. The firm's standard hourly rates are as followa: Partners $1,060 to $1,600 Special Counsel $1,015 to $ 1,355 Associates $545 to $1,005 Staff Attorneys $390 to $620 Paraprofessionals $350 to $390 The firm has agreed to provide the Debtor a discount of 10 percent off of its standard rates. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Robin Spigel, Esq., a partner at Baker Botts, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Eastlake, Esq. Baker Botts LLP 2001 Ross Avenue, Suite 900 Dallas, TX 75201-2980 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 Email: E-mail: david.eastlake@bakerbotts.com About Griddy Energy California startup Griddy Energy, LLC is a power retailer that formerly sold energy to people in the state of Texas at wholesale prices for a $9.99 monthly membership fee and had approximately 29,000 members. Griddy was a feature of Texas' unusual, deregulated system for electric power. The vast majority of Texans -- and Americans -- pay a fixed rate for electric power and get predictable monthly bills. However, Griddy works by connecting customers to the wholesale market for electricity, which can change by the minute and is more volatile, for a monthly fee of $9.99. During the winter storm in February 2021 in Texas, power generators failed and demand for heating shot up. In response, ERCOT raised the price of electricity to the legal limit of $9 per kilowatt-hour and kept it there for several days. Griddy customers who didn't lose power were hit with massive electric bills that were auto-debited from their bank accounts. State grid operator ERCOT at the end of February 2020 cut off Griddy's access to customers for unpaid bills following the Texas freeze. The Texas attorney general also said it is suing Griddy, saying it engaged in deceptive trade practices by issuing excessive bills. Griddy Energy filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 21-30923) on March 15, 2021. It estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Griddy is represented by Baker Botts LLP as legal counsel. Crestline Solutions, LLC and Scott Pllc serve as the Debtor's public affairs advisors. Stretto is the claims agent. GULFPORT ENERGY: Wins Creditors' Support for Reorganization Plan ---------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Gulfport Energy Corp. won a group of unsecured creditors' support for its Chapter 11 plan by agreeing to increase their recovery. The settlement resolves a dispute between Gulfport and the official committee of unsecured creditors over how the plan treats the parent company's creditors versus those of its subsidiaries. The agreement "significantly" improves creditors' treatment, increasing the value flowing to them "nearly threefold," the committee said in a letter to general unsecured claim holders. About Gulfport Energy Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. The Honorable David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Partners, LP is the financial advisor. The U.S. Trustee for Region 7 formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Norton Rose Fulbright US LLP and Kramer Levin Naftalis & Frankel, LLP and Jefferies LLC as its investment banker. HERON DEVELOPMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Heron Development, LLC 5491 County Road 427 Auburn, IN 46706 Chapter 11 Petition Date: April 21, 2021 Court: United States Bankruptcy Court Northern District of Indiana Case No.: 21-10459 Debtor's Counsel: R. William Jonas, Jr., Esq. MAY OBERFELL LORBER 4100 Edison Lakes Pkwy #100 Mishawaka, IN 46545 Tel: 574-243-4100 Fax: 574-232-9798 Email: RJonas@maylorber.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen D. Brown, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PAHK5HQ/Heron_Development_LLC__innbke-21-10459__0001.0.pdf?mcid=tGE4TAMA HIPALINE LTD: Insolvency Fends Off GCM Bid for Sanctions -------------------------------------------------------- Law360 reports that an Illinois federal judge on Monday, April 19, 2021, rejected a medical marijuana business' bid to sanction a telehealth platform in an ongoing contract fight, saying the platform's insolvency proceedings means it can't be sanctioned for violating a preliminary injunction she had entered against it. U.S. District Judge Sara Ellis said she could not enter a rule to show cause against Hipaaline Ltd. and find the company in civil contempt for cutting off GCM's access to the software platform Leafwell in violation of her preliminary injunction because the U.S. Bankruptcy Court's acknowledgment of Hipaaline's insolvency proceedings in the United Kingdom has stayed GCM's case. Plaintiff GCM Partners, LLC ("GCM") provides telehealth services for medical cannabis patients using Defendant Hipaaline Ltd.'s ("Hipaaline") Leafwell software platform. According to casetext.com, after Hipaaline indicated its intent to sever the parties' relationship, GCM filed this lawsuit against Hipaaline and its CEO, Emily Arida Fisher on October 28, 2020. GCM brings claims for violation of the Computer Fraud and Abuse Act ("CFAA"), 18 U.S.C. Sec. 1030, and the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. Sec. 1836 et seq., as well as for Hipaaline's anticipatory and actual breaches of the parties' agreement, Fisher's tortious interference with contract, and tortious interference with prospective economic advantage. About Hipaaline Ltd. London, England-based Hipaaline Ltd. is a business and domestic software development company that offers information technology consultancy services. Hipaaline commenced insolvency proceedings in the UK, Case No. CR-2021-000347 in the High Court of Justice of England and Wales. Nicholas Charles Simmonds and Chris Newell of Quantum Advisory Limited are service as administrators of the company. Hipaaline Ltd. filed a Chapter 15 petition (Bankr. N.D. Ill. Case No. 21-02837) in Chicago, Illinois, in the U.S., to seek U.S. recognition of its insolvency proceedings in the UK. The Hon. A. Benjamin Goldgar is oversees the Chapter 15 case. Gregory K. Stern, P.C., is the U.S. counsel. HPG OF TENNESSEE: Taps Harris Shelton Hanover Walsh as Counsel -------------------------------------------------------------- HPG of Tennessee, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Harris Shelton Hanover Walsh, PLLC as counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the management of its property; (b) assist the Debtor in the preparation of legal papers; (c) represent the Debtor in any bankruptcy court proceeding that seeks the turnover or recovery of property; (d) assist and advise concerning the formulation, negotiation, and confirmation of a reorganization plan; (e) assist and advise concerning any financial investigation of the Debtor; (f) represent the Debtor at hearings or matters pertaining to its affairs; (g) prosecute and defend litigation matters and such other matters that may arise in the Debtor's Chapter 11 case; (h) advise and represent the Debtor regarding the assumption or rejection of executory contracts and leases and other bankruptcy-related matters; (i) represent the Debtor in business, financial and legal matters that may arise during the bankruptcy case; (j) advise regarding general corporate and litigation issues; and (i) perform such other necessary legal services for the administration of this Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Steven N. Douglass $450 Associates $200 Paraprofessionals $100 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $3,000 from the Debtor. Steven Douglass, Esq., a member of Harris Shelton Hanover Walsh, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven N. Douglass, Esq. Harris Shelton Hanover Walsh, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Telephone: (901) 525-1455 Email: snd@harrisshelton.com About HPG of Tennessee HPG of Tennessee, Inc., a company that specializes in retail pharmacy based in Germantown, Tenn., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 21-21046) on March 31, 2021. Ricky Allan Chambers, president, signed the petition. At the time of the filing, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Ruthie M. Hagan oversees the case. Harris Shelton Hanover Walsh, PLLC serves as the Debtor's legal counsel. HR NORTH: Case Summary & 2 Unsecured Creditors ---------------------------------------------- Debtor: HR North Dale Mabry, LLC 9804 West Park Village Dr. Tampa, FL 33626 Chapter 11 Petition Date: April 21, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-01958 Debtor's Counsel: Angelina E. Lim, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 East Jackson Street #3100 Tampa, FL 33602 Tel: 813-225-2500 E-mail: angelinal@jpfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Claire Clement, manager. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HUQK5PA/HR_North_Dale_Mabry_LLC__flmbke-21-01958__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6L7Q2VA/HR_North_Dale_Mabry_LLC__flmbke-21-01958__0001.0.pdf?mcid=tGE4TAMA HUNTERS POINT: Seeks to Hire Mark Roher as Bankruptcy Counsel ------------------------------------------------------------- Hunters Point Land Trust seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Mark Roher, Esq., an attorney at The Law Office of Mark S. Roher, PA, to handle its Chapter 11 case. Mr. Roher will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the court's rules; (c) prepare legal documents; (d) protect the Debtor's interest in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. Mr. Roher will be paid at his discounted hourly rate of $300. The attorney also received an advance retainer of $10,000. Mr. Roher disclosed in a court filing that he and his firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Mark S. Roher, Esq. Law Office of Mark S. Roher, PA 1806 N. Flamingo Road, Suite 300 Pembroke Pines, FL 33028 Telephone: (954) 353-2200 Email: mroher@markroherlaw.com About Hunters Point Land Trust Hunters Point Land Trust filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13429) on April 12, 2021, listing between $1 million and $10 million in both assets and liabilities. Judge Peter D. Russin oversees the case. Mark S. Roher, Esq., at the Law Office of Mark S. Roher, PA, serves as the Debtor's legal counsel. ISLAND VIEW: Unsecureds' Recovery "Unknown" in Trustee's Plan ------------------------------------------------------------- Kevin O'Halloran, chapter 11 trustee for Debtor Island View Crossing II, L.P., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Disclosure Statement with respect to Plan of Liquidation. The Plan contemplates the liquidation of the Debtor and the resolution of all outstanding Claims against, and Interests in, the Debtor. Subject to the specific provisions set forth in the Plan, all claims and interests will be satisfied by cash payments to be issued by the Trustee. Class 9 consists of General Unsecured Claims. This Class projected to reach $3,166,651 and its percentage recovery under the Plan is still "unknown." Each Holder of an Allowed General Unsecured Claim shall receive in full satisfaction, settlement, release and extinguishment of such Claim, its pro-rata share of the Class 9 Unsecured Creditor Fund. As soon as reasonably practicable after the Effective Date, the Trustee shall (i) deposit the remaining Cash, if any, up to the amount of the Allowed Class 9 Claims into the Class 9 Unsecured Creditor Fund, and (ii) deposit the remaining Cash, if any, up to the amount of the accrued interest on the Allowed Class 9 Claims at the Federal Rate from the Effective Date to the date the Class 9 Unsecured Creditor Fund is funded. Class 10 consists of Limited Partner Interests in the Debtor. The interests of each holder of a Class 10 Limited Partner Interest shall remain equal to the Interest each held as of the Petition Date. Each Holder of an Allowed Class 10 Interest shall receive cash in an amount equal to such Holder's Interest in the Debtor multiplied by the remaining cash, if any, after all Senior Claims are paid in full. Class 11 consists of General Partner Interest in the Debtor. The unterest of the Holder of the Class 11 General Partner Interest shall remain equal to the Interest it held as of the Petition Date. The Holder of the Allowed Class 11 Interest shall receive Cash in an amount equal to such Holder's Interest in the Debtor multiplied by the remaining Cash, if any, after all Senior Claims are paid in full and the distributions to Holders of Class 10 Limited Partner Interests have been paid in full. The Trustee in his business judgment determined that the best means by which to maximize the value of the Real Property for the benefit of all Creditors was to proceed with the development and sale of residential units in Phase 1, to continue to explore all options to maximize the value of Phase 2, and to complete the remediation activities and the report required to obtain final PA Act 2 approval from the DEP for Phase 1. The Trustee also determined that retention of special litigation counsel was appropriate for the continued prosecution of the Lender Liability Action and the commencement of additional Causes of Actions against Prudential. In order to proceed with the development and sale of Phase 1 and to fund the costs that would be incurred for the development of Phase 1, the Trustee also determined that he would require a postpetition loan in the amount of $4,700,000. As of the filing of this Disclosure Statement, the Trustee has resumed construction in Phase 1, has sold 36 residential units in Phase 1 and has closed and settled on 23 of these residential units. The Trustee estimates that the construction of the remaining residential units in Phase 1 would be completed by June 2023 and sold and settled by August 2023. The Trustee continues to explore all strategic options as to the development or sale of Phase 2 in whole or in part. The Trustee intends to fund the Plan through (i) Cash on hand in the deposit accounts of the Trustee, (ii) proceeds from the prosecution of the Trustee's Actions against Prudential, (iii) proceeds from the operation of the Debtor's business including the development, construction, marketing, sale or liquidation of residential units in Phase 1 and/or Phase 2, (iv) proceeds from the sale of Phase 1 or Phase 2, in whole or in part, (v) the collection or liquidation of the State Street Receivable; (vi) any other funds received by the Trustee after the Effective Date and (vi) if necessary, obtain credit and borrow money for the purpose of making such required Plan payments. A full-text copy of Trustee's Disclosure Statement dated April 20, 2021, is available at https://bit.ly/3grT65v from PacerMonitor.com at no charge. The Trustee is represented by: Aralis J. Karalis, Esq. Karalis P.C. 1900 Spruce Street Philadelphia, PA Tel: (215) 546-4500 Fax: (215) 985-4175 E-mail: AKaralis@karalislaw.com About Island View Crossing II Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively) on June 30, 2017. Island View, Calnshire Estates, and Steeple Run are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of the Debtors' corporate general partner. At the time of the filing, Calnshire Estates estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Island View Crossing and Steeple Run estimated their assets and debts at $1 million to $10 million. The Debtors tapped Smith Kane Holman, LLC as their bankruptcy counsel, and Stradley Ronon Stevens & Young, LLP as special litigation counsel. On Jan. 30, 2018, the U.S. Trustee for Region 3 appointed Kevin O'Hallaron as the Chapter 11 trustee in the case of Island View Crossing II, L.P. The trustee hired Karalis PC, as bankruptcy counsel, and Newbridge Management LLC as financial advisor. IT'SUGAR FL: Unsecured Creditors Will Get 15% of Claims in Plan --------------------------------------------------------------- It'Sugar FL I LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Chapter 11 Plan of Reorganization on April 20, 2021. The Plan Proponents believe that the Plan will allow for a prompt resolution of the Debtors' Chapter 11 Cases and will achieve the best possible result for Holders of Allowed Claims. The Plan Proponents believe the Plan is in the best interests of Creditors and the Plan Proponents urge all Creditors who are entitled to vote on the Plan to vote in favor of the Plan. The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor. No Class, member of any Class or Holder of any Claim against the Debtors shall be entitled to or receive Cash or other property allocated for distribution to any other Class or to a Holder of a Claim, except as expressly specified in the Plan. The Reorganized Debtors shall not distribute any Cash or other property allocated to a Class, member of any Class or a Holder of a Claim to any other Class or member thereof or Holder of a Claim, except as expressly specified in the Plan or the Confirmation Order. Class 2 is comprised of the Allowed Secured Claim of SHL Holdings, Inc. As of the Petition Date, the Debtors acknowledge that SHL is owed $6,000,000.00 on account of its Allowed Prepetition Line of Credit Secured Claim. SHL shall be paid in full through the proceeds of the Exit Facility. As of the Petition Date, the Debtors acknowledge that SHL is owed $148,653 on account of its Allowed Prepetition Equipment Loan Secured Claim. SHL's Allowed Prepetition Equipment Loan Secured Claim shall be assumed, ratified, and reinstated. Class 3 is comprised of the Allowed Construction / Mechanic's Lien Claims. As of the Petition Date Construction / Mechanic's Lien Claims amount to approximately $405,090.00. Each holder of an Allowed Secured Construction / Mechanic's Lien Claim shall receive the full unpaid amount of such Allowed Secured Construction / Mechanic's Lien Claim, in Cash. Class 4 is comprised of the Allowed General Unsecured Claims against all Debtors. Holders of such claims shall receive a one time lump sum distribution comprised of 15% of the respective Allowed General Unsecured Claim on the later of: the Effective Date; the first Business Day after the date that is 10 Business Days after the date such Claim becomes an Allowed General Unsecured Claim; and the date or dates agreed to by the Debtors and the holder of the General Unsecured Claim. On the Effective Date, 100% of the equity in each Reorganized Debtor shall revest in the respective Reorganized Debtor. For the avoidance of doubt, with respect to IT'SUGAR, the rights and claims of Holders of Equity Interests as set forth in the LLC Agreement, and any and all other organizational documents of the Debtors, shall be assumed, ratified, and reinstated, including, without limitation, IT'SUGAR Holdings, LLC's Preferred Return and Unreturned Invested Capital. The Plan contemplates that the Debtors will continue to operate with reduced operating expenses and lease payments as a result of lease modifications. The Plan Proponents believe the cash flow generated from operations following the restructuring of debt and the Exit Facility will be sufficient to make all Plan Payments. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtors' cash on hand as of Confirmation will be available for payment of Administrative Expense Claims. A full-text copy of the Disclosure Statement dated April 20, 2021, is available at https://bit.ly/3tGJNSS from PacerMonitor.com at no charge. The Debtors are represented by: Joshua W. Dobin, Esq. James C. Moon, Esq. Michael S. Budwick, Esq. MELAND BUDWICK, P.A. 200 South Biscayne Boulevard Miami, FL 33131 Tel: (305) 358-6363 Fax: (305) 358-1221 About It'Sugar FL I It'Sugar FL I LLC -- https://itsugar.com -- is a specialty candy retailer with 100 locations across the United States and abroad, whose products include bulk candy, candy in giant packaging, and licensed and novelty items. It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20259) on September 22, 2020. The Debtor has up to $50,000 in assets and liabilities. Judge Robert A. Mark oversees the case. Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as the Debtor's legal counsel and Daszkal Bolton, LLP as the Debtor's accountant. On October 20, 2020, the U.S. Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee has tapped Pachulski Stang Ziehl & Jones, LLP, and Fox Rothschild, LLP as its legal counsel. The Law Firm of Kopelowitz Ostrow, P.A., is serving as special counsel. JACKSON STREET: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Jackson Street Equities, LLC P.O. Box 27421 San Francisco, CA 94127 Business Description: Jackson Street Equities is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court Northern District of California Case No.: 21-30298 Judge: Hon. Dennis Montali Debtor's Counsel: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Suite 810 San Francisco, CA 94111 Tel: 415-391-7566 Fax: 415-391-7568 E-mail: ecf@stjames-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marc Shishido, manager. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UAGF56Y/St_James_Law_Jackson_Street_Equities__canbke-21-30298__0001.0.pdf?mcid=tGE4TAMA JARVIS CAPITAL: Seeks Approval to Hire Josephs Appraisal Group -------------------------------------------------------------- Jarvis Capital Investments, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Josephs Appraisal Group to conduct an appraisal of its real property located at 8513 North 48th Place, Paradise Valley, Ariz. The firm will receive $850 for its appraisal services and will be paid at the rate of $250 per hour for related services, which include preparing for or attending depositions, examinations and evidentiary hearings. Jay Josephs, an appraiser at Josephs Appraisal, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay Josephs Josephs Appraisal Group 1641 E Osborn Rd # 8, Phoenix, AZ 85016 Phone: +1 602-955-4050 About Jarvis Capital Investments Jarvis Capital Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01177) on Feb. 17, 2021. Troy Jarvis, manager, signed the petition. In its petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Paul Sala oversees the case. Keery McCue, PLLC is the Debtor's legal counsel. LATAM AIRLINES: Court Asked to Deny Bid to Appoint Equity Panel --------------------------------------------------------------- The official committee of unsecured creditors of LATAM Airlines Group S.A. asked the U.S. Bankruptcy Court for the Southern District of New York to deny the motion filed by the company's shareholder, Kevin Barnes, to appoint a committee that will represent equity security holders in the company's Chapter 11 case. In a court filing, the committee argued Mr. Barnes "failed to demonstrate a substantial likelihood that equity will receive a meaningful distribution" and that it is still premature to assess the factors relevant to such inquiry. "At this stage, [LATAM] has not prepared long-term financial projections and is not yet in a position to produce a realistic estimate of the expected amount of allowed claims," the committee said. "Until such processes are further along, it will not be realistically feasible to assess whether equity holders might receive a meaningful distribution," the committee further said. The committee also argued that the appointment of an equity committee is not necessary since the interests of equity holders are being protected by stakeholders who already are participating actively in LATAM's bankruptcy case. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados, is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. LG ORNAMENTALS: Seeks to Hire Calhoun Law as Special Counsel ------------------------------------------------------------ LG Ornamentals, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Calhoun Law, PLC as its special counsel. The firm's services include: a. advising the Debtor in pre-litigation efforts in connection with the claims of creditors Cassie Burton and Melissa Thomas; and b. representing the Debtor in litigation of the claims including, but not limited to, discovery, motion practice, preparing pleadings, and preparing for trial if necessary. The firm has agreed to bill $275 per hour for time spent by Colin Calhoun, Esq., and $75 per hour for time spent by paralegals and law clerks. It received an initial retainer fee in the amount of $10,000. Calhoun Law is a "disinterested person" as defined in Bankruptcy Code Sections 101(14) and 327, according to court papers filed by the firm. The firm can be reached through: Colin B. Calhoun, Esq. Calhoun Law PLC 222 Second Avenue North, Suite 210 Nashville, TN 37201 Phone: (615) 250-8000 Fax: (615) 250-8073 Email: colin@calhounlawtn.com About LG Ornamentals LG Ornamentals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-03560) on July 29, 2020, listing under $1 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, represents the Debtor as legal counsel. LIBERTY POWER: Hits Chapter 11 Bankruptcy Protection ---------------------------------------------------- On April 21, 2021, Liberty Power Holdings LLC, a national retail electric supply company, announced that it filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Florida. The impact of the February extreme weather event in Texas was sudden and dramatic, causing an abrupt spike in wholesale costs of serving Electric Reliability Council of Texas (ERCOT) customers due to unprecedented market prices for energy and ancillary services, as widely reported in the press and discussed in state legislature hearings throughout February and March 2021. Liberty was able to provide service to its customers during this period. Liberty took immediate actions to prioritize services to customers, reduce non-essential spending and preserve liquidity. Liberty's business outside of ERCOT in northeastern and Midwest U.S. markets was not impacted and remains robust. However, Liberty was forced to pay for the full costs of energy provided to Texas customers in order to maintain ongoing operations, and this large payment necessitated today's action. The financial reorganization will provide Liberty a path toward a more robust financial structure that best positions the Company for the future as it navigates what could be a prolonged process of cost recovery. Liberty Remains Open and Serving Customers Liberty operates in over fourteen states and the District of Columbia and serves over 330,000 retail customer equivalents. All sales contracts and customer programs are expected to continue as usual. Customers can count on the same high level of service and reliability. "We thank all of our customers and employees for their continued dedication to our company and their passion for meeting and exceeding our customers' expectations.", said Bob Butler, Chief Restructuring Officer of Liberty. "We look forward to emerging from Chapter 11 as a stronger company." Dramatic Impacts from Weather Event on ERCOT Market Every day, Liberty seeks to educate customers about their ability to choose an energy supplier by offering service in over 14 states encompassing over 50 utility territories. Liberty Power is here to help its customers navigate volatile energy markets. However the events of February 10th to 20th of 2021 in which approximately 40% of available power generation failed to perform, the power grid nearly collapsed, and ERCOT set wholesale energy and ancillary services prices at stratospheric and unprecedented levels created a 'perfect storm' of conditions that were impossible for Liberty and other market participants to anticipate or prepare for. Many other retail electric providers, municipalities and cooperatives have suffered similarly to Liberty and are facing similar financial challenges as a result of this situation. "Today's action will protect the value of our business, allow us to continue our operations and serve our customers, and provide the time to put in place a new, stronger financial foundation to move successfully through the fallout of the Texas weather event and to better position us for the future." said Bob Butler. "Our loyal customers have made us one of the industry's well-known brands, and we look forward to serving them now and in the future." First Day Motions As part of the reorganization process, the Company is in the process of filing customary "First Day" motions, which we expect will be approved and will allow it to maintain operations in the ordinary course. Liberty intends to continue to provide the same products & services and competitive pricing and intends to continue to pay vendors and suppliers under customary terms for goods and services received on or after the filing date. Sufficient Cash to Support Operations As of the filing date, the Company had adequate cash on hand and has received a commitment for debtor-in-possession ("DIP") financing. Following Court approval, this financing, combined with cash flow generated by the Company's ongoing operations, is expected to be sufficient to meet Liberty's operational and restructuring needs. As part of the DIP commitment, Liberty will explore additional opportunities to maximize value, including a third-party sale process. Strong Upward Trajectory Liberty was on a strong upward financial trajectory prior to the Texas extreme weather event, including consecutive quarters of EBITDA improvement. The financial impact of the Texas weather event, however, necessitated restructuring actions. Taking Actions in Response to Texas Extreme Weather Event and ERCOT market failure When the effects of the ERCOT crisis began to manifest in February, the Company moved quickly to adjust. Liberty took action to closely manage overhead and operating costs. Liberty filed a petition with the Public Utility Commission of Texas ("PUCT") requesting emergency relief and joined the Coalition of Competitive Retail Electric Providers petition to the PUCT requesting emergency action. These petitions remain pending at the PUCT. Liberty will continue to pursue these remedies but are uncertain of any relief that may be forthcoming. About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Florida, Liberty Power is one of the largest and longest-tenured owner-operated retail electricity provider in the United States. Liberty Power provides large and small businesses, government agencies and residential customers with competitively-priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. The Debtor estimated $50 million to $100 million in assets and at least $100 million in liabilities as of the bankruptcy filing. Genovese Joblove & Battista, P.A., is the Debtor's counsel. LIBERTY POWER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Liberty Power Holdings, LLC 2100 W. Cypress Creek Rd. Suite 130 Fort Lauderdale, FL 33309 Business Description: Liberty Power Holdings, LLC is a retail energy provider that is active in competitive electricity markets in over a dozen jurisdictions operating in five organized markets. Specifically, Holdings and its subsidiaries are certified and licensed to provide retail electric service by the Public Utilities Commissions or Public Service Commissions in each of California, Connecticut, District of Columbia, Delaware, Illinois, Maine, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texas and Virginia. Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-13797 Judge: Hon. Peter D. Russin Debtor's Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2nd St. 44th Floor Miami, FL 33131 Tel: 305-349-2300 E-mail: pbattista@gjb-law.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petition was signed by Bob Butler, chief restructuring officer. The Debtor said its list of creditors who have the 20 largest unsecured claims and are not insiders is currently unavailable. The Debtor will amend the document as soon as it has access to its books and records. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7XWBABI/Liberty_Power_Holdings_LLC__flsbke-21-13797__0001.0.pdf?mcid=tGE4TAMA LIVINGSCAPE LLC: Seeks to Hire Calhoun Law as Special Counsel ------------------------------------------------------------- Livingscapes, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Calhoun Law, PLC as its special counsel. The firm's services include: a. advising the Debtor in pre-litigation efforts in connection with the claims of creditors Cassie Burton and Melissa Thomas; and b. representing the Debtor in litigation of the claims including, but not limited to, discovery, motion practice, preparing pleadings, and preparing for trial if necessary. Calhoun Law has agreed to bill $275 per hour for time spent by Colin Calhoun, Esq., and $75 per hour for time spent by paralegals and law clerks. The firm received an initial retainer fee in the amount of $10,000. As disclosed in court filings, Calhoun Law is a "disinterested person" as defined in Bankruptcy Code Sections 101(14) and 327. The firm can be reached through: Colin B. Calhoun, Esq. Calhoun Law PLC 222 Second Avenue North, Suite 210 Nashville, TN 37201 Phone: (615) 250-8000 Fax: (615) 250-8073 Email: colin@calhounlawtn.com About Livingscapes LLC Livingscapes, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-03561) on July 29, 2020, listing under $1 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, represents Debtor as legal counsel. LOMPA RANCH: Seeks to Hire Barnabi Law Firm as Legal Counsel ------------------------------------------------------------ Lompa Ranch East Hills, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire The Barnabi Law Firm, PLLC as its legal counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, and negotiations concerning all litigation in which the Debtor is involved; d. prepare legal papers; e. negotiate and prepare a plan of reorganization, disclosure statement and all related agreements or documents, and take any necessary action to obtain confirmation of the plan; f. represent the Debtor in connection with obtaining post-petition loans; g. advise the Debtor in connection with any potential sale of its assets; h. appear before the bankruptcy court, any appellate courts and the U.S. trustee; and i. perform all other necessary legal services in connection with the Debtor's Chapter 11 case. The firm will be paid at the rate of $325 per hour for the services of its attorneys and $175 per hour for paralegal services. Barnabi Law Firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Charles E. Barnabi Jr., Esq. The Barnabi Law Firm, PLLC 375 E. Warm Springs Road, Ste. 104 Las Vegas, NV 89119 Tel: (702) 475-8903 Fax: (702) 966-3718 Email: cj@barnabilaw.com About Lompa Ranch East Hills Lompa Ranch East Hills, LLC, a Las Vegas-based company engaged in activities related to real estate, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-11161) on March 11, 2018. Jaimee Yoshizawa, manager, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Charles E. Barnabi Jr., Esq., at The Barnabi Law Firm, PLLC, represents the Debtor as legal counsel. LOST CAJUN: Case Summary & 10 Unsecured Creditors ------------------------------------------------- Debtor: The Lost Cajun Enterprises, LLC 204 Main St. Frisco, CO 80443 Chapter 11 Petition Date: April 21, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-12072 Debtor's Counsel: Amy M. Leitch, Esq. AKERMAN LLP 50 North Laura St. Suite 3100 Jacksonville, FL 32202 Tel: 904-798-3700 E-mail: amy.leitch@akerman.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Raymond A. Griffin, founder. A copy of the Debtor's list of 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OAUHIDA/The_Lost_Cajun_Enterprises_LLC__cobke-21-12072__0007.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7GNSU7I/The_Lost_Cajun_Enterprises_LLC__cobke-21-12072__0001.0.pdf?mcid=tGE4TAMA LRGHEALTHCARE: NH Attorney General Okays Acquisition by Concord --------------------------------------------------------------- Teddy Rosenbluth of Concord Monitor reports that the N.H. Attorney's General Office has approved Concord Hospital's bid to purchase Lakes Region General Healthcare while stipulating certain protections for patients and medical staff. The parent company of hospitals in Laconia and Franklin declared Chapter 11 bankruptcy last 2020 due largely to the costs associated with some $128 million in debt. After searching for a potential buyer for years, only Concord Hospital emerged with a bid to purchase LRGH for $30 million. The path to merge the two hospital systems LRGH has not been linear. Two years ago, 2019, Concord Hospital expressed interest in LRGH, as did a number of other organizations, but all backed out when they realized the extent of LRGH’s debt. Though Concord Hospital didn't have any competition to acquire bankrupt LGRHealthcare, it had to overcome several objections to the sale by various creditors. Former New Hampshire Attorney General Gordon MacDonald objected in a filing saying, "the proposed sale would leave the Debtor undercapitalized and likely unable to pay the State upwards of $10 million owed in connection with a state program used to fund uncompensated care for individuals." The Attorney General's office evaluated health care data for market share, market concentration, and patient choice among the two systems before ultimately agreeing to the terms of the acquisition. The consent of the Attorney General Office included requirements for the newly merged hospitals to include protections against unfair payment rates and related reimbursement terms, prohibitions against anti-competitive practices and protections for physicians. The deal will likely save the Franklin and Laconia hospitals, which Kevin Donovan, the CEO of LRGHealthcare, predicted would shut down before summer if the deal did not go through. "If this is not approved, it is my estimation that LRGHealthcare will close its doors within in next 30 to 60 days … Our region will essentially be left without primary and secondary healthcare services," he said. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on Oct. 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of filing, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. MACY'S INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) for Macy's Inc., Macy's Retail Holdings, LLC. (MRH) and Macy's Inventory Funding LLC at 'BB'. Fitch has revised the ratings on the $360 million total second lien notes due 2024 to 2034 under MRH to 'BB/RR4' from 'BB/RR3' and the $1.3 billion first lien secured notes at Macy's Inc. to 'BB+/RR2' from 'BB+/RR1', reflecting Fitch's revised corporate recovery ratings and instrument ratings criteria. The Rating Outlook is Negative. The ratings have been removed from Under Criteria Observation (UCO), where they were placed following the publication of the updated recovery ratings criteria on April 9, 2021. Macy's ratings reflect the significant business interruption resulting from the coronavirus pandemic and changes in consumer behavior, which have materially reduced sales of apparel and accessories, while the Negative Rating Outlook reflects uncertainty regarding the timing and magnitude of a recovery in operating momentum. Increased confidence in Macy's ability to achieve Fitch's projections of EBITDA of approximately $1.3 billion in 2021 and $1.5 billion in 2022 and reduce adjusted leverage to the low 4x would lead to a stabilization in Fitch's Rating Outlook. KEY RATING DRIVERS Sales Disruption from the Coronavirus Pandemic: The pandemic has severely affected revenue trajectories in categories like apparel, due to mandated or proactive store closures, and weak traffic at retailers of apparel and accessories given reduced wardrobe replenishment needs from declines in social gatherings and increased remote work arrangements. Numerous unknowns remain, including the pace of vaccine deployment, economic conditions exiting the pandemic including lingering unemployment and household income trends, the impact of potential additional government spending support, and the lasting effects the crisis will on have on long-term consumer behavior. Macy's 2020 net sales declined 30% to $17.3 billion, with minimal EBITDA generation as sales deleveraging, significant inventory markdowns in 1H20 and increased delivery expenses from the shift to digital weighed heavily on margins. Business Model Evolution: While most U.S. brick-and-mortar retailers are battling competitive incursion from online and value-oriented players, sales weakness has been most pronounced for mid-tier apparel and accessories retailers. While leading players such as Macy's, Kohl's and Nordstrom have been able to largely offset decline in in-store sales through the growth in their e-commerce businesses pre-pandemic, retailers had to invest heavily in omnichannel platforms, which have driven down EBITDA margins and reduced cash flow. Financially and operationally stronger department stores should be able to at least maintain their share of the apparel and accessories space over the longer term. These companies are expected to benefit from store closings and restructuring activity from cash-constrained specialty apparel players and department stores which accelerated in 2020. Intensified Strategy Highlights Secular Challenges: Management announced a three-year plan in February 2020, which accelerates its strategy of real estate rationalization, cost structure optimization and targeted business re-investment in its digital business, store-related growth strategies, its relaunched loyalty program and expansion of Bluemercury and Macy's Backstage. Major elements of the plan include the closure of 125 (or around 20%) of Macy's lower-volume stores, primarily in secondary or tertiary markets, to focus management attention on its best performing assets. Post closures, Macy's full line stores will decline to about 450 units from about 580 stores at the end of 3Q19 and will account for 93% of store revenue and 88% of stores going forward, with close to 85% of the locations located in A and B rated malls. Overall, Macy's branded stores account for 89% of total company revenue with the remaining 11% coming from Bloomingdales and Bluemercury. Macy's announced a target of $1.5 billion in reductions to its cost structure in February 2020 and increased that target to $2.1 billion in September 2020. The company has targeted major savings in areas like supply chain optimization, store expense reduction and marketing expense efficiency. Gross margin opportunities total $600 million, while SG&A opportunities account for the remaining $1.5 billion. Macy's exited 2020 achieving $900 million of the targeted SG&A reductions with some gross margin benefits from efforts to improve merchandise mix. Macy's e-commerce business was around $6 billion, or 25% of sales in 2019, and grew to $7.7 billion in 2020, or nearly 45%, of sales given the significant shift to online as a result of temporary store closures and a reduction in traffic due to the pandemic. Macy's currently expects digital sales to be $7 billion, or 35%, of 2021 forecasted sales but expects the business to grow to $10 billion by 2023 and account for over 40% of its total business. While Fitch acknowledges Macy's proactive approach to real estate portfolio rationalization and efforts to invest in defending share, the heightened retrenchment of the store base and cost cutting required to stabilize operations is evidence of the dislocation in the business and ongoing secular pressure. EBITDA Declines Pre-Pandemic: EBITDA in 2019 declined 13% to $2.2 billion given a 0.8% comparable store sales decline and margin declining to 8.6% from 9.8% in 2018. Prior to the recent disruption, Fitch had expected merchandise revenue to decline below $23 billion by 2022 from a 2019 base of $24.5 billion on modest comp declines and store closures, and for EBITDA to decline under $2.0 billion despite cost reduction efforts. Fitch now expects revenue to be $21 billion to $22 billion in 2022/2023 with EBITDA trending toward the mid-$1 billion range on EBITDA margins in the 7%-8% range given a gradual recovery in apparel and accessories sales entering 2022. The company is targeting low single digit comp growth, with double-digit growth in digital sales offset by low-to-mid single-digit declines in store level sales and EBITDA margin moving into the high single digits compared with 10% in 2018. Macy's financial discipline and adherence to its publicly stated financial policy (leverage of 2.5x to 2.8x, or 2.4x to 2.7x on a Fitch-calculated basis) has supported the company's credit profile over the past few years. The company is targeting leverage to return under 3x, but Fitch expects it could be well outside of this range over the next couple of years given an anticipated slow recovery in apparel and accessories sales. DERIVATION SUMMARY Macy's (BB/Negative): Macy's ratings reflect the significant business interruption resulting from the coronavirus pandemic and changes in consumer behavior, which have materially reduced sales of apparel and accessories, while the Negative Rating Outlook reflects uncertainty regarding the timing and magnitude of a recovery in operating momentum. Adjusted leverage is expected to be in the mid-4x range in 2021, assuming net retail sales of $19.7 billion, a 20% decline from 2019 levels, and EBITDA of approximately $1.3 billion. Leverage could return to the low 4x in 2022 assuming a sustained topline recovery and EBITDA close to $1.5 billion and further debt paydown. Increased confidence in Macy's ability to achieve Fitch's projections would lead to a stabilization in Fitch's Ratings Outlook. Macy's ratings continue to reflect its position as the largest department store chain in the U.S. and Fitch's view of a prolonged timeframe for the company's operating trajectory to stabilize on a lower EBITDA base given weak mall traffic and heightened competition from alternate channels that include online and off-price. This follows sustained low single digit comparable store sales declines, recent EBITDA margins well below expectations and increased management urgency to address secular challenges, as evidenced by the announcement of 125 store closures and $1.5 billion in cost reductions to support business reinvestment, prior to the recent downturn. Kohl's (BBB-/Stable): Kohl's ratings reflect its position as the second largest department store in the U.S. and its well-developed omnichannel strategies, with digital sales expected to contribute to approximately 35% of revenues going forward. Kohl's off-mall real estate footprint provides some insulation from mall traffic challenges. The Stable Rating Outlook reflects Fitch's expectation that 2021 adjusted debt/EBITDAR will trend in the low 3x range on projected Fitch calculated EBITDA of approximately $1.3 billion and $600 million in net debt reduction. Adjusted debt/EBITDAR could return to under 3x in 2022 assuming a sustained topline recovery and EBITDA increasing to around $1.5 billion. Dillard's (BB/Negative): Dillard's ratings reflect the company's below-industry-average sales productivity (as measured by sales psf), operating profitability and geographical concentration relative to its larger department store peers, Kohl's, Nordstrom and Macy's. The ratings consider Dillard's strong liquidity and minimal debt maturities, with adjusted debt/EBITDAR expected to return to the 2x range in 2021, assuming revenue of $5.4 billion, or 15% below 2019 levels and EBITDA of approximately $300 million versus approximately $400 million in 2019. Nordstrom (BBB-/Negative): Nordstrom's ratings reflect its historically good market position in the apparel, footwear, and accessories space, with its differentiated merchandise and high level of customer service enabling the company to enjoy strong customer loyalty. However, the Negative Rating Outlook reflects concerns that recent pre-pandemic operating challenges could suggest some combination of execution shortfalls and increased susceptibility to secular headwinds in the department store space, which could limit the company's ability to return revenue and profitability close to pre-pandemic levels. Adjusted debt/EBITDAR is expected to return to 4x in 2021, assuming retail sales of around $13 billion or 14% below 2019 levels and EBITDA of approximately $1.1 billion versus approximately $1.5 billion in 2019. Nordstrom's ability to sustain its 'BBB-' rating would depend on the operating rebound potential through 2022, with increased confidence in Nordstrom's ability to achieve Fitch's projections and bring adjusted leverage to under 3.5x through both EBITDA expansion and debt reduction. KEY ASSUMPTIONS -- Fitch projects Macy's 2021 net sales could increase 14% to $19.7 billion from depressed 2020 levels, although remain below the $24.5 billion levels (or $23.2 billion proforma for the 125 store closings through 2022) seen in 2019 due to the lingering softness in apparel and a slow recovery in customer traffic. Sales growth could increase 3% in 2022 as demand continues to rebound, partially offset by sales loss from ongoing store closures; -- EBITDA, which declined to minimal amounts in 2020 from approximately USD2.2 billion in 2019, could improve toward USD1.3 billion in 2021 on sales recovery and gross margin benefit from the mix shift back to higher-margin categories such as apparel. EBITDA margins could rebound to around 6% in 2021, still below 2019 levels of 9%. EBITDA is expected to trend toward $1.5 billion beginning in 2022, with margins in the 7%-8% range; -- FCF is expected to be negative $600 million to negative $700 million in 2021, largely due to the reversal of the significant working capital benefit in 2020 as inventory levels rebound from significantly reduced levels in 2020 and increased capex of $650 million as the company resumes a number of growth initiatives. FCF could be $200 million to $300 million in 2022 as EBITDA improves; -- Adjusted debt/EBITDAR could be in the mid 4x in 2021 and the low 4x in 2022 on EBITDA recovery. This compares with 2.9x in 2019. Fitch assumes the company repays the $294 million of debt maturing in January 2022. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A stabilization case would require Macy's to meet Fitch's revised projections that include EBITDA increasing to $1.3 billion in 2021 and $1.5 billion in 2022, and adjusted debt/EBITDAR (capitalizing leases at 8x) declining to the mid 4x in 2021 and the low 4x in 2022; -- An upgrade could occur from sustained low single digit positive comps, EBITDA approaching $1.8 billion with EBITDA margins in the high single digits, combined with adjusted debt/EBITDAR sustained below 4x. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- A negative rating action could result from a weaker than expected recovery due to ongoing secular headwinds and reduced confidence In Macy's ability to return to top line and profitability growth in 2022, such that adjusted debt/EBITDAR is sustained above 4.5x 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 Macy's ended 2020 with a cash balance of $1.7 billion and no borrowings under its $2.941 billion secured ABL facility (with availability subject to a borrowing base net of letters of credit). The company put in place a $2.941 billion ABL facility and a $300 million short-term bridge revolving facility (matured in December 2020) in June 2020, that replaced the existing $1.5 billion unsecured credit facility with the same maturity of May 9, 2024. Macy's also issued $1.3 billion of senior secured notes in June 2020 collateralized by certain real estate assets. Of the total real estate and inventory assets Macy's previously held at MRH and subsidiaries, Macy's transferred some to new SPVs to be the security for the ABL and the new secured notes. The company's liens are limited to 15% of consolidated net tangible assets, which caps the liens to $1 billion to $1.3 billion, based on Fitch's calculation. The ABL and notes are issued outside of MRH, so the limitation on liens does not apply to this transaction. The CNTA basket could be applied to any future secured debt based on the assets remaining at MRH and its subsidiaries. The $2.941 billion ABL facility at the newly created SPV, Macy's Inventory Funding LLC, has a first lien priority on inventory. Borrowings under the ABL facility are subject to a borrowing base based on 90% of NOLV of inventory minus customary reserves. Prior to April 30, 2021, Macy's must maintain excess availability of 10% and after April 30, 2021, borrowings are subject to a minimum springing fixed charge coverage of 1x if availability is less than 10%. The $1.3 billion senior secured notes issued by Macy's Inc. are secured on a first-priority basis by a pledge from PropCo (as defined below) and a first mortgage/deed of trust in all real property owned or to be owned by PropCo. The notes are also guaranteed on an unsecured basis by MRH. The notes have first lien priority on select real estate assets, based on a 2:1 loan value on a valuation (based on lit value) conducted by Eastdil. The real estate collateral for the secured notes were transferred to a newly created Propco. It includes three flagship stores (Union Square, San Francisco; Brooklyn, New York; and State Street, Chicago), 35 full-line mall locations (33 Macy's and two Bloomingdales) in 'A' rated malls, and 10 distribution centers. The $365 million in new notes issued by MRH in July 2020 are secured by a second-priority lien on the same collateral securing the $1.3 billion senior secured notes. Macy's owns a considerable amount of real estate, including 389 (298 owned and 91 ground leased) of its 508 Macy's full line stores and 21 (14 owned and seven ground leased) of its 35 Bloomingdales full line stores. Macy's still has 375 unencumbered full line stores (owned and ground leased) and five distribution centers, which are at MRH and its subsidiaries. In March 2021, Macy's issued $500 million of new unsecured notes due 2029, the proceeds of which were used to tender approximately $500 million of debt maturing between 2022 and 2025. The company now has $294 million of debt maturing in 2022, $665 million in 2023, and $468 million in 2024. Fitch expects Macy's to deploy excess cash toward debt paydown, largely its upcoming unsecured notes maturities. To preserve liquidity, Macy's suspended its dividend ($1.51 per share, or approximately $470 million annually) beginning the second quarter of 2020. The company also reduced inventory receipts and significantly pulled back on capex to $450 million in 2020 from its initially targeted $1 billion. Macy's is targeting approximately $650 million in capex in 2021 and Fitch assumes capex increases from this level in 2022 and 2023. RECOVERY CONSIDERATIONS Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' rating category. The further up the speculative-grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. The $2.941 billion secured ABL facility is rated 'BBB-'/'RR1', indicating outstanding recovery prospects (91%-100%). The $1.3 billion senior secured notes are rated 'BB+'/'RR2', indicating superior recovery prospects (71%-90%) and the $360 million second lien secured notes due 2024 to 2034 and the unsecured notes are rated 'BB'/'RR4', indicating average (31%-50%) recovery prospects. All non-first lien debt is capped at 'RR4' for generic ratings under Fitch's revised corporate recovery ratings and instrument ratings criteria. SUMMARY OF FINANCIAL ADJUSTMENTS -- EBITDA adjusted for stock-based compensation; -- Operating lease expense capitalized by 8x for historical and projected adjusted debt. 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. MALLINCKRODT PLC: Pursues Plan to Hand Over Company to Creditors ---------------------------------------------------------------- Eliza Ronalds-Hannon and Jeremy Hill of Bloomberg News report that opioid manufacturer Mallinckrodt PLC moves ahead with its plan to hand over company to creditors. Mallinckrodt Plc filed a plan of reorganization Tuesday, April 20, 2021, that has the support of opioid litigation claimants, holders of 84% in principal amount of unsecured notes and an undisclosed portion of term loan holders, according to court filings. The plan provides for the company's revolving credit facility to be paid in full in cash. First- and second-lien term lenders would either be repaid in cash or with new takeback term loans plus cash for accrued interest and other payments, depending on the allowance of each group's make-whole claims at the time of confirmation. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MEDLEY LLC: Hires Eversheds Sutherland as Special Counsel --------------------------------------------------------- Medley, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Eversheds Sutherland US LLP as special counsel. The Debtor needs the firm's legal assistance in securities law, litigation and regulatory matters. The firm will be paid at these rates: Partners $555 to $1,295 per hour Senior Counsel $395 to $1,335 per hour Counsel $620 to $1,025 per hour Associates $290 to $770 per hour Paraprofessionals $220 to $475 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The retainer fee is $60,000. Mark Sherrill, Esq., a partner at Eversheds Sutherland, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark D. Sherrill, Esq. Eversheds Sutherland (US) LLP 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Tel: (713) 470-6100 Email: marksherrill@eversheds-sutherland.com About Medley LLC Medley LLC, through its direct and indirect subsidiaries, including Medley Capital LLC, is an alternative asset management firm offering yield solutions to retail and institutional investors. It provides investment management services to a permanent capital vehicle, long-dated private funds, and separately managed accounts, and serves as the general partner to the private funds. Medley is headquartered in New York City and incorporated in Delaware. As of Sept. 30, 2020, Medley had $3.4 billion of assets under management in two business development companies, Medley Capital Corporation (NYSE: MCC) and Sierra Income Corporation, and several private investment vehicles. Over the past 18 years, Medley has provided capital to over 400 companies across 35 industries in North America. Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in assets and $140,752,116 in liabilities as of March 2, 2021. The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as bankruptcy counsel, Eversheds Sutherland (US) LLP as special counsel, B. Riley Securities Inc. as investment banker, and Andersen Tax LLC as tax accountant. Kurtzman Carson Consultants, LLC is the claims agent, maintaining the page https://www.kccllc.net/medley MEDLEY LLC: Seeks Approval to Hire RSM US as Auditor ---------------------------------------------------- Medley, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire RSM US, LLP to provide audit services. The firm will render these services: a. conduct an audit of the consolidated financial statements of Medley Management, Inc. and Medley LLC and their subsidiaries to be included in Form 10-K filed with the Securities and Exchange Commission as of and for the year ending Dec. 31, 2020; b. review interim financial information of the Debtor, to be included in Form 10-Qs filed with SEC as of and for the year ending December 31, 2021; and c. perform all other services for the Debtor, as requested. The hourly rates charged by the firm are as follows: Senior Partner $585 - $730 Senior Manager/Director $410 - $595 Managers $290 - $390 Staff & Senior Accountants $165 - $300 Paraprofessionals $185 - $225 Michael Strype, a partner at RSM, disclosed in a court filing that his firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael P. Strype RSM US LLP 333 Thornall St., Sixth Floor Edison, NJ 08837 Phone: 732-515-7300 About Medley LLC Medley LLC, through its direct and indirect subsidiaries, including Medley Capital LLC, is an alternative asset management firm offering yield solutions to retail and institutional investors. It provides investment management services to a permanent capital vehicle, long-dated private funds, and separately managed accounts, and serves as the general partner to the private funds. Medley is headquartered in New York City and incorporated in Delaware. As of Sept. 30, 2020, Medley had $3.4 billion of assets under management in two business development companies, Medley Capital Corporation (NYSE: MCC) and Sierra Income Corporation, and several private investment vehicles. Over the past 18 years, Medley has provided capital to over 400 companies across 35 industries in North America. Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in assets and $140,752,116 in liabilities as of March 2, 2021. The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as bankruptcy counsel, Eversheds Sutherland (US) LLP as special counsel, B. Riley Securities Inc. as investment banker, and Andersen Tax LLC as tax accountant. Kurtzman Carson Consultants, LLC is the claims agent, maintaining the page https://www.kccllc.net/medley MEDLEY LLC: Seeks to Hire Andersen as Tax Accountant ---------------------------------------------------- Medley, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Andersen Tax LLC as its tax accountant. The firm's services include the preparation and filing of tax returns and assistance regarding existing and future IRS examinations. The firm's hourly rates are as follows: Senior Partner $644 - $820 Managers $576 - $748 Staff & Senior Accountants $180 - $340 Llewellyn Coombs, managing director at Andersen, disclosed in a court filing that the firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Llewellyn A. Coombs, CPA Andersen Tax LLC 333 Bush St STE 1700 San Francisco, CA 94104 Tel: 415-764-2700 Fax: 415-391-2275 About Medley LLC Medley LLC, through its direct and indirect subsidiaries, including Medley Capital LLC, is an alternative asset management firm offering yield solutions to retail and institutional investors. It provides investment management services to a permanent capital vehicle, long-dated private funds, and separately managed accounts, and serves as the general partner to the private funds. Medley is headquartered in New York City and incorporated in Delaware. As of Sept. 30, 2020, Medley had $3.4 billion of assets under management in two business development companies, Medley Capital Corporation (NYSE: MCC) and Sierra Income Corporation, and several private investment vehicles. Over the past 18 years, Medley has provided capital to over 400 companies across 35 industries in North America. Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in assets and $140,752,116 in liabilities as of March 2, 2021. The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as bankruptcy counsel, Eversheds Sutherland (US) LLP as special counsel, B. Riley Securities Inc. as investment banker, and Andersen Tax LLC as tax accountant. Kurtzman Carson Consultants, LLC is the claims agent, maintaining the page https://www.kccllc.net/medley MEDLEY LLC: Seeks to Hire B. Riley Securities as Investment Banker ------------------------------------------------------------------ Medley, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire B. Riley Securities, Inc. as its investment banker. The firm will render these services: (a) assist in the evaluation of the Debtor's businesses and prospects; (b) assist in the development of the Debtor's long-term business plan and related financial projections; (c) assist in the development and presentation of financial data and presentations to the Debtor's board of directors, stakeholders and other third parties; (d) analyze various scenarios and the potential impact of these scenarios on the recoveries of stakeholders; (e) provide strategic advice on any proposed transaction; (f) evaluate alternative capital structures; (g) participate in negotiations among the Debtor and its stakeholders; (h) value securities offered or purchased by the Debtor in connection with a transaction; (i) assist the Debtor in identifying potential investors, targets or parties in interest to a transaction; (j) advise the Debtor concerning the terms, conditions and impact of any proposed transaction; (k) assist in selecting any third-party solicitation or information agent in the transaction, as the case may be, and coordinating with such agent to execute the proposed transaction; (l) advise and attend meetings of the Debtor's board of directors, creditor groups, official constituencies and other interested parties; and (m) provide other advisory services. The firm will be compensated as follows: (a) A nonrefundable monthly fee of $50,000. (b) A cash fee equal to $650,000 earned and paid in full upon the earlier to occur of: (i) the date of confirmation of a Chapter 11 plan of reorganization or liquidation, and (ii) closing of a transaction. (c) If a transaction closes any time during the period of 12 months following the effective date of termination of the term, or the Debtor sends or receives a proposal or enters into an agreement with respect to a potential transaction during the tail period and such transaction is subsequently consummated, then the Debtor shall pay to B. Riley the same restructuring transaction fee that would otherwise have been paid to the firm, in cash in full upon the closing of any transaction, irrespective of whether the firm has provided services relating to such transaction. (d) Reimbursement of up to $20,000 for out-of-pocket and incidental expenses incurred by the firm. Adam Rosen, managing director at B. Riley, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam M. Rosen B. Riley Advisory Services 299 Park Avenue, 21st Floor New York, NY 10171 Phone: (212) 457-3300 Email: arosen@brileyfin.com About Medley LLC Medley LLC, through its direct and indirect subsidiaries, including Medley Capital LLC, is an alternative asset management firm offering yield solutions to retail and institutional investors. It provides investment management services to a permanent capital vehicle, long-dated private funds, and separately managed accounts, and serves as the general partner to the private funds. Medley is headquartered in New York City and incorporated in Delaware. As of Sept. 30, 2020, Medley had $3.4 billion of assets under management in two business development companies, Medley Capital Corporation (NYSE: MCC) and Sierra Income Corporation, and several private investment vehicles. Over the past 18 years, Medley has provided capital to over 400 companies across 35 industries in North America. Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in assets and $140,752,116 in liabilities as of March 2, 2021. The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as bankruptcy counsel, Eversheds Sutherland (US) LLP as special counsel, B. Riley Securities Inc. as investment banker, and Andersen Tax LLC as tax accountant. Kurtzman Carson Consultants, LLC is the claims agent, maintaining the page https://www.kccllc.net/medley MIDCAP FINCO: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned MidCap FinCo Intermediate Holdings Limited (MidCap) and its subsidiary MidCap Financial Issuer Trust (MidCap Financial) 'BB+' Long-Term Issuer Default Ratings (IDRs). The Rating Outlook is Stable. Concurrently, Fitch has assigned an expected 'BB(EXP)' rating to MidCap Financial's proposed $825 million senior unsecured debt issuance. Proceeds are expected to be used to refinance existing unsecured debt. KEY RATING DRIVERS The ratings reflect MidCap's strong middle market franchise and relationship with Apollo Global Management, Inc. (Apollo; rated A/Stable), which provides access to industry relationships and deal flow, lower-risk portfolio profile, low portfolio concentrations, minimal exposure to equity investments, relatively strong asset quality historically and experienced management team. Rating constraints include higher leverage than commercial lending peers, below-average core earnings metrics, a largely secured funding profile, and the potential impact of meaningful portfolio company revolver draws on leverage and liquidity. Other constraints include the competitive underwriting conditions in the middle market and the potential for asset quality deterioration and weaker earnings performance over the medium term as a result of the coronavirus pandemic. Fitch views MidCap's affiliation with Apollo as a rating strength, as it provides the company with access to industry knowledge, relationships with sponsors and banks, investment management resources, and deal flow. Apollo is an alternative investment manager with approximately $456 billion of assets under management (AUM) as of Dec. 31, 2020, including $328.6 billion in credit strategies. MidCap's credit performance has been solid historically, although partially attributable to the relatively benign credit environment prior to the pandemic, and the focus on asset-based lending until more recently. Net charge-offs averaged 0.2% of average loans from 2017 through 2019, and were 0.7% in 2020. At Dec. 31, 2020, approximately 2.5% of MidCap's loan portfolio was on non-accrual status; up from an average of 1.5% from 2017 to 2019, which compares favorably to peers. The increase in net charge-offs and non-accruals is largely attributable to the impact of the pandemic. Fitch believes credit metrics could remain pressured near-term given the pandemic's impact on the economic recovery. Still, the firm's focus on first lien loans (99.2% of the portfolio) should position it well to maximize recoveries. MidCap's core earnings have been below peers, given the focus on lower-yielding senior debt investments. In 2020, pre-tax return on average assets (ROAA), excluding interest expense on profit participating notes, was 1.9%; down from an average of 2.7% from 2017 to 2019. The decrease was driven by lower interest rates, an increase in non-accruals and a smaller loan book as loan repayments outpaced originations during 2020. Relative to peers, Fitch believes MidCap has a more stable earnings profile, as business development companies (BDC) need to mark their portfolios to fair market value quarterly and generally have larger equity exposures that contribute to more volatility over time. Fitch expects core earnings could weaken in 2021, given the impact of lower interest rates (although LIBOR floors and declining funding costs will serve as partial mitigants) and the potential for an uptick in non-accruals. However, these headwinds could be offset by increased origination activity. MidCap's leverage target, as measured by consolidated gross debt to tangible equity (including profit participating notes payable), is 3.75x-4.50x. Leverage was 3.7x at YE 2020, down from 4.8x at YE 2019, driven by a decline in credit facility borrowings, but above commercial lending peers. Pro forma for the $825 million unsecured note issuance, MidCap's leverage would increase to 3.80x. MidCap's funding is largely secured, although well-diversified. At YE 2020, the company had 23 credit facilities, with aggregate capacity of $6.1 billion, eight securitizations, with $3.3 billion of notes outstanding, and one $877 million unsecured note. Fitch expects unsecured debt to represent 11.9% of total debt, pro forma for the new issuance, which is below Fitch's 'bb' category funding, liquidity and coverage benchmark range of 20%-75% for finance and leasing companies with an operating environment score of 'bbb'. Fitch does not expect a material change in the company's funding mix over the Outlook horizon. Fitch believes MidCap's liquidity profile is sound. At YE 2020, MidCap had $56.5 million of unrestricted cash and $3.3 billion of undrawn capacity on its credit facilities, which is more than sufficient to fund peak revolver draws. MidCap has six credit facilities maturing in 2H21, but Fitch expects some will be extended prior to that time. Fitch expects MidCap will distribute the majority of its earnings to shareholders, although the company has the flexibility to reduce, suspend or claw back distributions at any time, which Fitch views favorably. The Stable Outlook reflects Fitch's expectation that MidCap will retain underwriting discipline, demonstrate relatively sound credit performance, manage leverage within the targeted range and maintain sufficient liquidity to navigate the currently challenging economic environment. The expected unsecured debt rating is one notch below the IDR given the high balance sheet encumbrance and the largely secured funding profile, which indicates weaker recovery prospects under a stress scenario. SUBSIDIARY AND AFFILIATED COMPANY MidCap Financial Issuer Trust's, the issuer of the announced unsecured debt, Long-Term IDR is equalized with the Long-Term IDR of its direct parent, MidCap FinCo Intermediate Holdings, which is a guarantor on the debt. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Over time include a sustained reduction in leverage to below 3.0x, improved funding flexibility, including unsecured debt approaching 35% of total debt, and strong and differentiated credit performance of recent vintages. Any ratings upgrade would be contingent on the maintenance of consistent operating performance, and a sufficient liquidity profile. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained increase in leverage above the targeted range, material deterioration in asset quality, an inability to maintain sufficient liquidity to fund interest expenses and revolver draws, a change in the perceived risk profile of the portfolio, material operational or risk management failures, and/or damage to the firm's franchise which negatively impacts its access to deal flow and industry relationships. -- The expected unsecured debt rating is expected to move in tandem with the Long-Term IDR. However, a material increase in the proportion of unsecured funding or the creation of a sufficient unencumbered asset pool, which alters Fitch's view of the recovery prospects for the debt class, could result in the unsecured debt rating being equalized with the IDR. 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. 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. MONROE SUBWAYS: Gets Approval to Tap Yost & Company as Accountant ----------------------------------------------------------------- Monroe Subways The Beach, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Yost & Company, PA as accountant. The Debtor needs the assistance of an accountant to complete its 2020 tax returns. The Debtor paid Yost $4,850 to complete these services. L. Martin Yost, Jr., an accountant at Yost & Company, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: L. Martin Yost, Jr. Yost & Company, PA 1799 N Belcher Road, Suite A Clearwater, FL 33765 Telephone: (727) 724-0949 Facsimile: (727) 724-8978 Email: info@yostcpa.com About Monroe Subways The Beach Monroe Subways The Beach, Inc. is a Florida corporation that operates a subway franchise restaurant serving fresh subs, sandwiches and salads. Monroe Subways sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. Fla. Case No. 21-01068) on Mar. 5, 2021. Ryan Monroe, president, signed the petition. 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. Judge Michael G. Williamson oversees the case. The Debtor tapped Daniel Etlinger, Esq., at David Jennis, PA, as counsel and Yost & Company, PA as accountant. MOUNTAIN RIDGE: Seeks to Hire Dunham Hildebrand as Legal Counsel ---------------------------------------------------------------- Mountain Ridge Golf Club, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC as its legal counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties in the management of its property; b. investigating and, if necessary, instituting legal action to collect and recover assets of the Debtor's estate; c. prepare legal papers; d. assist the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. other legal services necessary to administer the estate. The hourly rates charged by Dunham Hildebrand are as follows: Attorneys $300 to $400 Paralegals $150 The firm will also be reimbursed for out-of-pocket expenses incurred. Griffin Dunham, Esq., a partner at Dunham Hildebrand, 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. Dunham Hildebrand can be reached at: Griffin S. Dunham, Esq. Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: (615) 933-5850 Email: griffin@dhnashville.com About Mountain Ridge Golf Club Mountain Ridge Golf Club, LLC, a Monterey-based company that operates a golf club in Tennessee, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 21-00793) on March 18, 2021. In the petition signed by Martin Foutch, managing member, the Debtor disclosed $546,619 in assets and $1,082,598 liabilities. Judge Randal S. Mashburn oversees the case. Dunham Hildebrand, PLLC is the Debtor's bankruptcy counsel. NATIONAL RIFLE: Asks Court to Limit Role of Member Committee ------------------------------------------------------------ The National Rifle Association of America filed with the U.S. Bankruptcy Court for the Northern District of Texas its objection to the motion filed by a group of former and current members of its board of directors to appoint a committee that will represent members of the gun rights organization. In the court filing, Patrick Neligan, Jr., Esq., attorney for NRA, said the scope and role of any member committee appointed in NRA's Chapter 11 case "should be appropriately limited to member-specific issues that are not already subsumed by the scope of the official committee of unsecured creditors." "Most, if not all, of the [unsecured creditors committee's] ongoing efforts in these cases will inure to the benefit of the NRA's membership and that there are few, if any, areas related to the reorganization in which the interests of the [unsecured creditors committee] and the NRA's members are not aligned," Mr. Neligan said. "Any order appointing a committee of NRA members should appropriately limit the committee's scope, authority, and budget to ensure there is no duplication of efforts with the existing [unsecured creditors committee]," the attorney further said. Mr. Neligan said the NRA does not oppose the appointment of a member committee but it objects to the group's attempt to characterize members of the gun rights organization as equity owners for purposes of Section 1102(a)(2). "Under New York law, not-for-profit corporations like the NRA are prohibited from having shareholders. Treatment of NRA members as residual stakeholders for purposes of appointment of an official committee could yield unintended consequences on matters beyond the relief requested in the motion, including plan solicitation requirements and the application of the absolute priority rule," Mr. Neligan said. Mr. Neligan also criticized the group's "unsupported assertion" that NRA members are not adequately represented in the bankruptcy case. "Contrary to the assertions in the motion, NRA's members are represented in this case by an engaged and informed board of directors who recently voted overwhelmingly to support [NRA's] ongoing restructuring efforts. That same board is elected by NRA members and therefore necessarily enjoys the members' support," Mr. Neligan said. About National Rifle Association of America and Sea Girt Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Texas Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversees the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. NINETY-FIVE MADISON: Seeks to Hire Windels Marx Lane as Counsel --------------------------------------------------------------- Ninety-Five Madison Company, L.P. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Windels, Marx, Lane & Mittendorf, LLP as its legal counsel. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued management and operation of its business and property; (b) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (c) taking necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor and representing the Debtor's interests in negotiations concerning litigation in which the Debtor is involved including, but not limited to, objections to claims filed against the estate; (d) preparing legal papers; (e) negotiating and preparing a plan of reorganization or liquidation and all related documents; (f) representing the Debtor in obtaining any post-petition loans and authorization to use cash collateral; (g) advising the Debtor in connection with the sale of its assets; (h) appearing before the bankruptcy court and any appellate courts; and (i) performing other necessary legal services in connection with the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Partners $500 - $1,075 Associates $250 - $475 Paraprofessionals $150 - $240 Windels has agreed to reduce the rates of Charles Simpson, Esq., and other partners to $600 per hour. The firm received a retainer in the amount of $75,000. Mr. Simpson disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles E. Simpson, Esq. Windels, Marx, Lane & Mittendorf, LLP 156 West 56th Street New York, NY 10019 Telephone: (212) 237-1000 Email: csimpson@windelsmarx.com About Ninety-Five Madison Company Ninety-Five Madison Company, L.P. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10529) on May 22, 2021. At the time of the filing, the Debtor disclosed $50,000,001 to $100 million in assets and $1,000,001 to $10 million in liabilities. Charles E. Simpson, Esq., at Windels, Marx, Lane & Mittendorf, LLP, represents the Debtor as legal counsel. OLD JACK: Seeks Court Approval to Hire Ricky Juban as Appraiser --------------------------------------------------------------- Old Jack Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Ricky Juban, an appraiser at Ricky Juban Appraisers & Consultants, Inc. The Debtor needs the assistance of an appraiser to perform a commercial appraisal of its apartment building located at 203 N. Duncan Avenue, Amite, La. Mr. Juban will be paid a flat fee of $950 for his services. Mr. Juban disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The appraiser can be reached at: Ricky M. Juban Ricky Juban Appraisers & Consultants, Inc. 30684 Wild Iris Way Springfield, LA 70462 About Old Jack Investments Old Jack Investments, Inc. filed a Chapter 11 petition (Bankr. E.D. La. Case No. 21-10141) on Feb. 2, 2021, listing under $1 million in both assets and liabilities. Judge Meredith S. Grabill oversees the case. The De Leo Law Firm, LLC serves as the Debtor's legal counsel. ONDAS HOLDINGS: Incurs $13.5 Million Net Loss in 2020 ----------------------------------------------------- Ondas Holdings Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $13.48 million on $2.16 million of net revenues for the year ended Dec. 31, 2020, compared to a net loss of $19.39 million on $320,383 of net revenues for the year ended Dec. 31, 2019. "2020 was truly a break-out year for Ondas, starting with the announcement of a significant strategic partnership with Siemens Mobility ('Siemens') to bring our game-changing wireless technology to the North American Rail Market," said Eric Brock, Ondas' Chairman and CEO. "We also delivered the initial phase to Aura Network Systems ('Aura') of a groundbreaking wide-area network intended to offer drone navigation capabilities to UAS operators. These key business development successes were capped off by a public offering and Nasdaq listing in December, which affords us the flexibility to continue executing our ambitious growth strategy and realize the full potential of Ondas' transformative wireless broadband technology in large legacy and emerging infrastructure markets." As of Dec. 31, 2020, the Company had $28.51 million in total assets, $13.43 million in total liabilities, and $15.08 million in total stockholders' equity. The Company has incurred losses since inception and has funded its operations primarily through debt and the sale of capital stock. On Dec. 31, 2020, the Company had net short and long-term borrowings outstanding of approximately $7,063,000 and $907,000, respectively. On Dec. 31, 2020, the Company had cash of approximately $26,061,000 and working capital of approximately $15,404,000. In December 2020, the Company completed a registered public offering of its common stock, generating net proceeds of approximately $31,254,000. The Company believes the funds raised in the December 2020 equity offering, in addition to growth in revenue and profitability expected as the Company executes its business plan, will fund its operations for at least the next twelve months from the issuance date of these financial statements. Ondas said, "Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacturer and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurances that we will generate revenue and cash flow as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial condition or results of operations." Outlook Ongoing investments in market expansion and deeper penetration of select verticals are expected to continue supporting bookings and revenue growth in 2021, as Ondas advances its long-term strategy to drive commercial adoption of its proprietary technology across multiple markets. The Company continues working closely with Class 1 Rails and strategic rail partner Siemens to advance the adoption of Ondas' FullMAX platform in the 900 MHz network, greenfield spectrum. Currently, the Company anticipates that initial commercial bookings from the Rails will commence in the second half of 2021. In addition, commercialization efforts with Aura, the Company's drone partner, remain on track, with the expectation of at least two revenue-producing product development agreements in the first half of 2021, as well as initial equipment orders for UAS customers and ecosystem partners for testing and network expansion during the year. Ondas intends to continue pursuing additional bookings and deployments of its proprietary technology in security and other addressable markets, throughout 2021. For the first quarter of 2021 the Company expects bookings of at least $2.0 million and revenue between $1.0 and $1.5 million. Operating expenses are expected to be between $2.5 and $3.0 million on a cash basis in the first quarter and may trend up modestly over the course of 2021. Cash operating expenses exclude non-cash expenses such as stock-based compensation. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1646188/000121390021013984/f10k2020_ondasholdings.htm About Ondas Holdings Inc. Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. The Company's standards-based, multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. These markets require reliable, secure broadband communications over large and diverse geographical areas, many of which are within challenging radio frequency environments. Customers use the Company's FullMAX technology to deploy their own private licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed network service. Ondas Networks' FullMAX technology supports IEEE 802.16s, the new worldwide standard for private licensed wide area industrial networks. For additional information, visit www.ondas.com. ORCUTT RANCHO: Case Summary & 15 Unsecured Creditors ---------------------------------------------------- Debtor: Orcutt Rancho, LLC 124 W. Main Street, Suite G Santa Maria, CA 93458 Business Description: Orcutt Rancho, LLC is engaged in activities related to real estate. Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10412 Judge: Hon. Martin R. Barash Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 10250 Constellation Blvd., Suite 900 Los Angeles, CA 90067 Tel: (310) 598-4150 E-mail: baxelrod@foxrothschild.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gary Greenberg, Apollo Development, LLC, its managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3SFESRQ/Orcutt_Rancho_LLC__cacbke-21-10412__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Bethel Engineering Civil $50,462 Russ Garrison Engineering 2624 Airpark Drive Santa Maria, CA 93455 Tel: 805-934-5767 Email: russ@dbaengineers.com 2. Capital Pacific Accounting/Admin $312,000 Development Group and Project Attn: Gavin Moores Management 209 W. Alamar Ave., Services Ste. A Santa Barbara, CA 93105 Michael O'Flynn Tel: 805-692-4704 Email: michaelo@cpdginc.com 3. County of Santa Barbara Property Taxes $88,352 105 E. Anapamu St., Room 109 Santa Barbara, CA 93101 Tel: 805-568-2920 4. County of Santa Barbara Map Processing $44,819 Planning and Development Attn: David Lazaer 123 East Anapamu Santa Barbara, CA 93101 Tel: 805-568-2000 Email: dalazaer@co.santa -barbara.ca.us 5. Dale Martin Designer $1,650 181 Seminole Lane Lake Havasu City, AZ 86404 Tel: 949-637-3095 Email: kalikalikalima@yahoo.com 6. David F. Stone Professional $4,716 Planning Services 27 West Constance Ave. Santa Barbara, CA 93105 Tel: 805-622-6768 Email: stonearcheo@yahoo.com 7. Dudek Biological $215 Attn: John Davis Studies 605 Third Street Encinitas, CA 92024 Tel: 805-308-8524 Email: jdavis@dudek.com 8. Forma Company Land Planning $44,596 3050 Pullman St. Consultant Costa Mesa, CA 92626 Van Stephens Tel: 714-673-6200 Email: vstephens@formacompanies.com 9. Hamner Jewell & Associates Consultant $3,305 Attn: Lillian Jewell 530 Paulding Circle, Ste. A Santa Barbara, CA 93120 Tel: 805-773-1459 Email: ljewell@hamner-jewell.com 10. Hollister & Brace P.C. Legal Fees $79,311 Attn: Peter Candy 1126 Santa Barbara St. Santa Barbara, CA 93101 Tel: 805-963-6711 Ext 218 Email: pcandy@hbsb.com 11. Kear Groundwater Groundwater $5,080 Attn: Jordan Kear Consulting P.O. Box 2601 Santa Barbara, CA 93120 Tel: 805-512-1516 Email: accounts@keargro undwater.com 12. PleinAire Design Group Landscape $4,526 Attn: Kevin Small Architect 3203 Lightning St., Suite 201 Santa Maria, CA 93455 Tel: 805-349-9695 Email: kjsmall@pleinairedg.com 13. Rancho Maria Golf Club Litigation Unknown 1950 Highway 1 Santa Maria, CA 93455 Artin N. Shaverdian, Nossaman LLP Tel: 213-612-7800 Email: ashaverdian@nossaman.com 14. Stantec Traffic $2,409 Attn: Dennis Lammers 13980 Collections Center Dr. Chicago, IL 60693 Tel: 805-308-9165 Email: Dennis.Lammers@stantec.com 15. TW Land Planning & Land Planning $34,467 Development, LLC Attn: Troy White 195 S. Broadway Street, Suite 209 Santa Maria, CA 93455 Tel: 805-698-7153 Email: twhite@twlandplan.com OZOP ENERGY: Widens Net Loss to $20.5 Million in 2020 ----------------------------------------------------- OZOP Energy Solutions, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $20.48 million on $1.41 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $571,595 on $492,128 of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $2.38 million in total assets, $7.39 million in total liabilities, and a total stockholders' deficit of $5.01 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that as of Dec. 31, 2020, the Company had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1679817/000149315221008931/form10-k.htm About Ozop Energy Solutions, Inc. Ozop Energy Solutions (http://ozopenergy.com/)invents, designs, develops, manufactures, and distributes ultra-high-power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. The Company's strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy. PEAKS FITNESS: Hires Cilliers CPA as 'Ordinary Course' Professional ------------------------------------------------------------------- Peaks Fitness, LLC and Peaks Holdings, LLC seek approval from the U.S. Bankruptcy Court for the District of Arizona to employ Cilliers, CPA, PLLC as an "ordinary course" professional. Cilliers will render bookkeeping, accounting and tax services. The Debtors will bill Cilliers at a rate of $500 per month for bookkeeping services and $200 per hour for additional services. Traci Cilliers, a principal at Cilliers, CPA, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Traci J. Cilliers Cilliers, CPA, PLLC 8080 E. Gelding Dr., Ste. 106 Scottsdale, AZ 85260 Telephone: (480) 681-1766 Email: info@cillierscpa.com About Peaks Fitness Peaks Fitness, LLC, an Arizona-based health, wellness and fitness company, and its affiliate, Peaks Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01971) on March 19, 2021. Ross Suozzi, the managing member, signed the petitions. At the time of the filing, Peaks Fitness disclosed $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Daniel P. Collins oversees the cases. Randy Nussbaum, Esq., at Sacks Tierney P.A. is the Debtors' legal counsel. PG&E CORP: Court Rejects 'Forum Shopping' of Fire Victims Trustee ----------------------------------------------------------------- Law360 reports that a U.S. bankruptcy judge denied a bid by the trustee for victims of deadly California wildfires to remand to state court an action seeking to participate in PG&E and its insurers' arbitration talks over liability coverage for PG&E's former executives, saying Tuesday, April 20, 2021, the bid "smacks of forum shopping. "U.S. Bankruptcy Judge Dennis Montali said that when he heard the fire victims trustee's lawyer say Tuesday that PG&E's action "smacks of forum shopping," he heard "magic words" that suggested that "perhaps what the trustee has done smacks of forum shopping also. "The "motion to abstain or remand is denied," Judge Montali said. 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, as 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. PILOCH DISTRIBUTION: Unsecureds to Get 50% of Income for 5 Years ---------------------------------------------------------------- Piloch Distribution, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement to accompany Plan of Reorganization dated April 20, 2021. The Debtor lost a major vendor which caused a decrease in revenue. The debtor has applied for and obtained a license to sell tobacco products. They have also obtained new vendors to increase their revenue. In addition, the Debtor has cut some unnecessary expenses. With the increase in revenue, the Debtor plans on paying the creditors over a 5 year period of time from their disposable income from the remaining cash of the Debtor. The assets of the Debtors' Estate consist of general equipment such as computers, desks, work stations, pallet racking, and warehouse storage units in the amount of $28,100. They had accounts receivable of $578,273, most of which are not collectable. The amount of inventory was $1,219,885. Payments will be made in priority as established by the United States Bankruptcy Code including payments to Administrative Claims, Priority Claims and Allowed Unsecured Creditors in the order mandated by the United States Bankruptcy Code based upon the liquidation value of the Debtors' non-exempt assets. Once the Administrative Claims and Priority Claims are satisfied, the Allowed Unsecured Creditors will be paid the remaining amount of the liquidation value of the Debtors' non-exempt assets on a pro-rata basis. Class 7 consists of General Unsecured Claims. Generally, Class 7 shall consist of the Allowed Unsecured Claims for goods and/or services provided to the Debtors before the Petition Date, Allowed Unsecured Claims for breach of contract or rejection of executor contracts and unexpired leases, Allowed Unsecured Claims for damages, and Allowed Unsecured Claims in respect of the deficiency Claims. Class 7 creditors will be paid fifty percent of all remaining cash from the disposable income. On each quarter, the Reorganized Debtor shall distribute the Remaining Cash amount, Pro Rata, towards the Allowed General Unsecured Claims. The funding of the Plan will come from the operations of the business of the Debtor. The debtor will reserve fifty percent of its Disposable Income after deducting the amount from the Remaining Cash. The Disposable Income will be used to pay the creditors as per the Plan. It is projected to pay the unsecured creditors about fifty cents on the Dollar. On and after the effective date, the Debtor will continue to manage the business. The Debtor intends on bringing in another company to help with management regarding the finances and accounting issues. This management company will be paid about $5,000 per month. A full-text copy of the Disclosure Statement dated April 20, 2021, is available at https://bit.ly/3dEEVrY from PacerMonitor.com at no charge. The Debtor is represented by: David J. Winterton, Esq. David J. Winterton & Associates, Ltd. 7881 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 363-0317 Facsimile: (702) 363-1630 About Piloch Distribution Piloch Distribution, Inc. -- http://www.piloch.com/-- distributes food and related products on a wholesale basis to retailers. Piloch Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-13047) on June 25, 2020. Piloch Distribution President Miguel Salido signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,332,683 and total liabilities of $2,345,430. Judge August B. Landis oversees the case. David J. Winterton & Associates, Ltd. is the Debtor's legal counsel. PLUMBING PROFESSIONALS: Gets OK to Tap Stichter Riedel as Counsel ----------------------------------------------------------------- Plumbing Professionals of Florida, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter, Riedel, Blain & Postler, PA as its legal counsel. Stichter Riedel will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and the management of its property; (b) prepare legal papers; (c) appear before the bankruptcy court and the U.S. trustee; (d) participate in negotiations with creditors and other parties in interest; (e) represent the Debtor in all adversary proceedings, contested matters, and matters involving administration of the Debtor's Chapter 11 case; (f) represent the Debtor in negotiations with potential financing sources, and prepare legal documents necessary to obtain financing; and (g) perform all other legal services that may be necessary or appropriate in the administration of the case. Stichter Riedel received a retainer of $10,000 for pre-bankruptcy and post-petition services. Stichter Riedel's compensation will be fixed from time to time by its board of directors. In addition, the firm will seek reimbursement for expenses incurred. Amy Denton Harris, Esq., an attorney at Stichter Riedel, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Amy Denton Harris, Esq. Stichter Riedel Blain & Postler, PA 110 East Madison Street, Suite 200 Tampa, FL 33602 Telephone: (813) 229-0144 Email: aharris@srbp.com About Plumbing Professionals of Florida Plumbing Professionals of Florida, Inc. -- https://plumbingpfl.com -- is a locally owned and operated company that operates in the plumbing industry. It offers all types of plumbing services to its residential and commercial clients including, plumbing repair; emergency services; hot water heater; repair and installation; septic tank repair, pumping and maintenance; and drain cleaning and rodding. Plumbing Professionals of Florida sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-09227) on Dec. 18, 2020. Ryan J. Penna, president, signed the petition. At the time of the filing, the Debtor disclosed $689,299 in assets and $1,241,081 in liabilities. Judge Caryl E. Delano oversees the case. Stichter Riedel Blain & Postler, PA serves as the Debtor's legal counsel. RAJYSAN INC: Committee Taps A. Lavar Taylor as Special Counsel -------------------------------------------------------------- The official committee of unsecured creditor of Rajysan, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain The Law Offices of A. Lavar Taylor as its special counsel. The committee requires legal assistance in three adversary cases involving the Debtor's insiders, the Internal Revenue Service, and L.A. County. The cases involve multifaceted tax issues. The hourly rates charged by the firm's professionals are as follows: A. Lavar Taylor $695 Lynda B. Taylor $525 Charles F. Rosen $525 Lisa O. Nelson $520 Jonathan T. Amitrano $500 Rami Khoury $340 Daniel W. Soto $310 Summer Berger $310 Joyce E. Cheng $295 Magdalena Allen-Reimers $195 Law Clerk $175 As disclosed in court filings, A. Lavar Taylor is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: A. Lavar Taylor, Esq. Law Offices of A. Lavar Taylor LLP 3 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Telephone: (714) 546-0445 Facsimile: (714) 546-2604 About Rajysan Inc. Rajysan, Inc., a Simi Valley, Calif.-based wholesale distributor of industrial machinery and equipment, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-11363) on July 29, 2017. Gurpreet Sahani, president, signed the petition. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Peter Carroll oversees the case. The Debtor tapped Goodman Law Offices, APC as bankruptcy counsel, Alpert, Barr & Grant, A Professional Law Corporation as special litigation counsel, and Squar Milner as accountant. On Aug. 31, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Marshack Hays LLP as bankruptcy counsel, The Law Offices of A. Lavar Taylor as special counsel, and Force Ten Partners LLC as financial advisor. Sandra K. McBeth is the Chapter 11 trustee appointed in the Debtor's case. Levene Neale Bender Yoo & Brill, LLP and M. Kathleen Klein serve as the trustee's legal counsel and accountant, respectively. REGIONAL AMBULANCE: Seeks to Hire Barton Brimm as Legal Counsel --------------------------------------------------------------- Regional Ambulance Service, Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Barton Brimm, PA to handle its Chapter 11 case. The hourly rates of Barton Brimm's counsel and staff are as follows: Christine E. Brimm $350 Brianna J. Morrison $180 Connie L. Fraser $150 In addition, Barton Brimm will seek reimbursement for expenses incurred. Christine Brimm, Esq., an attorney at Barton Brimm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christine E. Brimm, Esq. Barton Brimm, PA P.O. Box 14805 Myrtle Beach, SC 29587 Telephone: (803) 256-6582 Facsimile: (803) 779-0267 Email: cbrimm@bartonbrimm.com About Regional Ambulance Service Regional Ambulance Service, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 21-01021) on April 12, 2021, listing under $1 million in both assets and liabilities. Darrin Moyer, president, signed the petition. Judge Helen E. Burris oversees the case. Barton Brimm, PA serves as the Debtor's legal counsel. SAGE ECOENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Sage Ecoenterprises, LLC DBA Green Sage Cafe 633 Merrimon Avenue, Suite A Asheville, NC 28804 Business Description: Sage Ecoenterprises, LLC is a privately held company that owns and operates restaurants. Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-10072 Judge: Hon. George R. Hodges Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28202 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com Total Assets: $1,155,799 Total Liabilities: $1,550,628 The petition was signed by James R. Talley, member manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CRRVA5I/Sage_Ecoenterprises_LLC__ncwbke-21-10072__0001.0.pdf?mcid=tGE4TAMA SAMARCO MINERACAO: Seeks US Recognition of Brazilian Restructuring ------------------------------------------------------------------ Samarco Mineracao SA, the Brazilian mining joint venture between Vale SA and the BHP Group, asked a New York bankruptcy court for Chapter 15 bankruptcy recognition as it attempts to reorganize $8.8 billion in debt in the Brazilian courts. Samarco is a privately held Brazilian mining company that started its operations in 1977. In 2011, before its operations were suspended as a result of the Fundao Dam Rupture, Samarco was the fourth largest exporter in Brazil according to the Brazilian Ministry of Development, Industry and Foreign Trade. The company's main product, iron ore pellets, is one of the raw materials used in the fabrication of steel. Samarco is incorporated and headquartered in Belo Horizonte (the capital of the State of Minas Gerais), Brazil, and has two operating units, the Germano complex (the "Germano Complex") and the Ubu complex (the "Ubu Complex"), which are located in the adjoining Brazilian States of Minas Gerais and Espírito Santo, respectively. BHP Billiton Brasil Ltda. and Vale S.A. are the only shareholders of Samarco, each holding 50% of the shares in the company. Samarco's current financial distress stems principally from a tragedy on November 5, 2015, when a tailings dam owned by Samarco at the Germano Complex in the municipality of Mariana, State of Minas Gerais, Brazil, failed (the "Fundao Dam Rupture"). Immediately after the Fundao Dam Rupture, Samarco's permits to operate in Minas Gerais were suspended, and the company temporarily stopped all its mining operations. In the wake of the Fundao Dam Rupture, Samarco concentrated its efforts on managing the crisis and its impact, including through significant social and environmental remediation initiatives. Due to the cessation of its mining operations, by August 2016, Samarco was forced to suspend payments related to its financial indebtedness. Due to the economic impact of the Fundão Dam Rupture on Samarco, including the costs associated with remediation measures and the limitations associated with the extended suspension of its mining operations, Samarco cannot support its current level of financial indebtedness. As a result, beginning shortly after the Fundão Dam Rupture, Samarco has been taking steps to evaluate and implement an operational restructuring of its business and preparing for what it hoped would be a consensual restructuring of its financial indebtedness. These steps included taking actions to restart certain of its facilities and to complete and finalize its business plan. As part of these efforts, from 2016 through 2019, Samarco engaged in discussions with certain groups of creditors, including presenting an updated business plan to certain creditors. In 2020, Samarco commenced providing certain financial and operational data to certain technical and financial advisors to an ad hoc group of financial creditors. In late 2020 and early 2021, Samarco began negotiating the terms of a non-disclosure agreement, various expense reimbursement agreements and a short-term standstill agreement with legal advisors to the same group of creditors with the objective of entering into debt restructuring negotiations. Notwithstanding these efforts, certain holders that were part of the ad hoc group brought enforcement actions against Samarco in Brazil and in the United States, which have resulted in a freeze of Samarco's financial assets in Brazil. Following these actions, the company determined to cease discussions with the ad hoc group. On April 9, 2021, Samarco had no choice but to commence the Brazilian RJ Proceeding in order to, among other things, stay such enforcement actions, protect its assets and operations, continue to employ thousands of workers, and have the opportunity to continue to negotiate and implement an orderly restructuring of its financial indebtedness. On April 9, 2021, the Debtor filed a voluntary RJ petition with the Brazilian Court under the Brazilian Bankruptcy Law. On April 12, 2021, the Brazilian Court entered an order formally accepting the Debtor into the Brazilian RJ Proceeding. The Brazilian RJ Proceeding is intended to allow Samarco to re-establish its capital structure and become a sustainable standalone company with debt levels suitable for it to rebuild its business, provide employment for nearly 1,600 direct workers, and continue to support local stakeholders. The Brazilian RJ Proceeding does not impair Samarco's obligations, commitments or ability to make full redress for the Fundao Dam Rupture, or the ability of those impacted by the dam failure to claim full redress through Fundação Renova (a private non-profit foundation) or through the appropriate courts. Notwithstanding the Brazilian RJ Proceeding, due to the international nature of certain of its debt and assets, Samarco remains vulnerable to creditor actions outside of Brazil, including in the United States. Accordingly, the Foreign Representative commenced the Chapter 15 Case to obtain recognition of the Brazilian RJ Proceeding as a foreign main proceeding and seeks other relief in support of its restructuring efforts. About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. erves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of February 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel: Thomas S. Kessler Cleary Gottlieb Steen & Hamilton LLP Tel: 212-225-2000 E-mail: tkessler@cgsh.com SAN JOAQUIN: Seeks to Hire David Johnston as Bankruptcy Counsel --------------------------------------------------------------- San Joaquin AIDS Foundation seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ David Johnston, an attorney practicing in Modesto, Calif, to handle its Chapter 11 case. Mr. Johnston will render these legal services: (a) advise the Debtor about various bankruptcy options and non-bankruptcy alternatives for dealing with the claims against it; (b) advise the Debtor about its rights, powers, and obligations in the Chapter 11 case and in the management of the estate; (c) take necessary action to enforce the automatic stay and oppose motions for relief from the automatic stay; (d) take necessary action to recover and avoid any preferential or fraudulent transfers; (e) appear with the Debtor's president at the meeting of creditors, initial interview with the U.S. trustee, status conference, and other hearings held before the court; (f) review and if necessary, object to proofs of claim; (g) take steps to obtain court authority for the sale of assets or refinancing on purported secured debt on assets, if necessary; and (h) prepare a Subchapter V plan of reorganization and take all steps necessary to bring the plan to confirmation, if possible. Mr. Johnston will be billed at his hourly rate of $420. The Debtor paid Mr. Johnston $6,262 for pre-bankruptcy and post-petition attorney's fees, plus $1,738 for the court's filing fee. Mr. Johnston disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Johnston can be reached at: David C. Johnston, Esq. 1600 G Street, Suite 102 Modesto, CA 95354 Telephone: (209) 579-1150 Facsimile: (209) 579-9420 Email: david@johnstonbusinesslaw.com About San Joaquin AIDS Foundation San Joaquin AIDS Foundation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 21-20833) on March 9, 2021, disclosing $1 million to $10 million in both assets and liabilities. Robert L. Lampkins, Jr., president, signed the petition. Judge Christopher D. Jaime oversees the case. David C. Johnston, Esq., serves as the Debtor's legal counsel. SCOTTY'S HOLDINGS: April 29 Hearing on $110K Sale of Liquor License ------------------------------------------------------------------- Scotty's Brewhouse Mishawaka, LLC, an affiliate of Scotty's Holdings, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Indiana a notice of proposed sale of its Indiana Alcoholic Beverage Permit to BIN 23 at Grandview, LLC, for $110,000, free and clear of all liens, claims, interests, and encumbrances. On April 14, 2021, the Debtor filed its Sale Motion. As further described in the Sale Motion, primary terms of the sale are as follows: i. The Debtor asks authority to sell the License to the Purchaser for $110,000; and ii. The Debtor submits that the License is unencumbered under Indiana law. A telephonic hearing on the Motion is set for April 29, 2021 at 2:30 p.m. (EST) (Dial-In Info: 1-877-848-7030, Access Code 8891756). The Objection Deadline is April 22, 2021. About Scotty's Holdings Scotty's Brewhouse is a craft beer sports bar with 16 locations throughout Indiana, Illinois, Ohio, Florida, and Texas. The original Scotty's Brewhouse was opened in Muncie, Indiana in 1996. Scotty's Holdings, LLC, and its affiliates, including Scotty's Brewhouse, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on Dec. 11, 2018. In the petitions signed by Berekk Blackwell, executive manager, Scotty's Holdings estimated $1 million to $10 million in both assets and liabilities and Scotty's Brewhouse estimated $100,000 to $500,000 in both assets and liabilities. The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC, as attorneys. SHARPE CONTRACTORS: Unsecureds to Get $560K via Semi-Annual Payment ------------------------------------------------------------------- Sharpe Contractors, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, a Chapter 11 Plan and a Disclosure Statement. The Debtor suffered a loss of over $500,000 when an electrical subcontractor filed its own Chapter 11 bankruptcy and left a job that Debtor was required to cover. The Debtor also suffered cost overruns on a few other jobs that ultimately led to borrowing from merchant cash advance companies with extremely high-interest rates that are arduous to overcome. The Debtor's primary asset is its prepetition accounts receivable. The Debtor does not own any heavy equipment or real property. The Debtor's accounts receivable was approximately $176,000 as of the Petition Date; however, much of that accounts receivable was earmarked for subcontractors on active projects. During the pendency of its Chapter 11 bankruptcy case, the Debtor has maintained steady revenue. Shane Sharpe shall remain the Managing Member of the Debtor and be compensated in the amount of $240,000 per year. Following Confirmation, all secured creditors shall retain their Liens against the Property. All retained Liens shall have the same priority and validity as existed as of the Petition Date. Class 8 consists of all non-insider general unsecured creditors of the Debtor, including all Secured Claimants' deficiency claims that are reclassified as Class 8 claimants. Holders of Class 8 claims shall be paid a pro-rata share of $560,000. Mr. Shane Sharpe will contribute the entire amount of the disbursements to Class 8 in 14 semi-annual payments of $40,000 beginning 6 months following the Effective Date and continuing every 6 months until the 14th payment is made. This class is impaired and entitled to vote. Class 9 consists of the equity holders of the Debtor. Each equity security holder will retain its/his Interest in the Reorganized Debtor as such Interest existed as of the Petition Date. This class is not impaired and is not eligible to vote on the Plan. Funds necessary to fund the plan will be derived from two sources. The payments to the Class 1 creditors will be made by the Debtor from its operating income. The payments to unsecured creditors will be made by Shane Sharpe, the Debtor's sole member. Mr. Sharpe shall contribute a total of $560,000 to the General Unsecured Creditors over a 7-year time frame. The Debtor's only major asset is its accounts receivable. The actual amount varies due to the fact that a large portion of the accounts receivable was earmarked for subcontractors; however, assuming even the maximum amount of $176,000, the claim of Bank of America totals over $750,000. The Debtor's only other asset is cash of approximately $28,000. The Debtor, through Shane Sharpe, is paying unsecured creditors a total of $560,000. A full-text copy of the Disclosure Statement dated April 18, 2021, is available at https://bit.ly/3anK7P1 from PacerMonitor.com at no charge. The Debtor is represented by: Will B. Geer, Esq. WIGGAM & GEER, LLC 50 Hurt Plaza, SE, Suite 1245 Atlanta, GA 30303 Tel: (678) 587-8740 Fax: (404) 287-2767 E-mail: wgeer@wiggamgeer.com About Sharpe Contractors Sharpe Contractors, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. Case 20-72638) on Dec. 14, 2020. At the time of filing, the Debtor estimated 100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. The Debtor hired Wiggam & Greer, LLC, as counsel, and Simmons & Jamieson, CPA as accountant. SOUTH PARK: Seeks Approval to Hire Calaiaro Valencik as Counsel --------------------------------------------------------------- South Park Clubhouse, LTD seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as its legal counsel. Calaiaro Valencik will render these legal services: (a) represent the Debtor at the first meeting of creditors; (b) advise the Debtor regarding its rights and obligations during the Chapter 11 reorganization; (c) represent the Debtor with respect to any motions to convert or dismiss its Chapter 11 case; (d) represent the Debtor in relation to any motions for relief from stay filed by creditors; (e) prepare a plan of reorganization and disclosure statement; and (f) prepare any objections to claims. The hourly rates of Calaiaro Valencik's counsel and staff are as follows: Donald R. Calaiaro $395 David Z. Valencik $350 Mark B. Peduto $300 Andrew K. Pratt $250 Paralegal $100 In addition, Calaiaro Valencik will seek reimbursement for expenses incurred. The firm received $5,000 for pre-bankruptcy services and $1,738 for the court's filing fee. As disclosed in court filings, Calaiaro Valencik does not hold interests adverse to the Debtor's bankruptcy estate. The firm can be reached through: David Z. Valencik, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Telephone: (412) 232-0930 Facsimile: (412) 232-3858 Email: dvalencik@c-vlaw.com About South Park Clubhouse South Park Clubhouse, LTD sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-20856) on April 9, 2021, disclosing between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Mary Morosetti, authorized representative, signed the petition. Calaiaro Valencik serves as the Debtor's legal counsel. STEPS AMERICA: Seeks to Hire Robert Mahlin as Litigation Counsel ---------------------------------------------------------------- Steps America, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ the Law Office of Robert Mahlin as its special counsel. The Debtor needs the assistance of a special counsel regarding its involvement in a litigation against its landlord for breach of lease agreement and associated damages. Robert Mahlin, Esq., the attorney who will work primarily in this representation, will be billed at his hourly rate of $350. In addition, the firm will seek reimbursement for out-of-pocket expenses. Mr. Mahlin 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: Robert Mahlin, Esq. Law Office of Robert Mahlin 5641 Blvd. Ste. 123 Dallas, TX 75206-5026 Phone: (972) 408-5006 About Steps America Steps America, Inc., which conducts business under the name Home Floors, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40065) on Jan. 15, 2021, listing under $1 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. The Debtor tapped Eric A. Liepins, Esq., as bankruptcy counsel and Robert Mahlin, Esq., as special counsel. TGS HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: TGS Hospitality LLC 633 Merrimon Avenue, Suite A Asheville, NC 28804 Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-10073 Judge: Hon. George R. Hodges Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28202 Tel: 704-944-6560 Fax: 704-944-0380 Email: rwright@mwhattorneys.com Total Assets: $177,270 Total Liabilities: $1,043,155 The petition was signed by James R. Talley, member manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/76W7NDY/TGS_Hospitality_LLC__ncwbke-21-10073__0001.0.pdf?mcid=tGE4TAMA TJ HOLDINGS: Unsecured Creditors to Get Share of Income for 3 Years ------------------------------------------------------------------- TJ Holdings, Inc., submitted a Combined Third Amended Plan of Reorganization and Disclosure Statement dated April 20, 2021. The Debtor plans to continue to operate, gradually increasing its net revenue up to and beyond pre-Covid levels. This will be aided considerably by the reduction in expenses from the closing of Plymouth. The Debtor's principals will continue to own and operate the business, with Messrs. Gallagher and Dulina remaining as officers and directors. The Debtor has developed projections for the next three years, based on a business plan whereby the Debtor will focus on servicing its existing loyal customer base. These projections reflect a conservative estimate of anticipated income and expenses, based on historical performance and the prospect that consumer spending for massage and skin care services will steadily recover over the course of the next few years. The Debtor used historical income data to project a steady growth back to those pre-Covid numbers, as government restrictions ease and vaccinations become more widespread. The Debtor's projections would generate sufficient income to fund a Chapter 11 plan and will allow it to meet all its obligations going forward. The Debtor intends to utilize the chapter 11 process in order to reorganize its business, assuming the leases of both the Hyannis property and Mashpee property. In addition to the use of projected future income, the Debtor's reorganization is facilitated by cash on deposit in the Debtor's account. This cash includes a PPP loan, currently held with Bank of America, that the Debtor will use to pay all priority claims and lease arrears. The Debtor anticipates that this cash will be sufficient to (a) pay administrative claims and priority claims in full; (b) provide for the payments to secured creditors contemplated by this Plan; (c) maintain a sufficient capital balance for the Debtor to maintain its operations and thereby fulfill its other plan commitments. Priority tax claims will be paid in full. Class two consists of the general unsecured claims of the Debtor. Holders of such allowed claims will receive monthly distributions over a period of 36 months, equal to the Debtor's projected disposable income. Based on the Debtor's projections, the Debtor anticipates that its projected net income for that period will be $33,548 (with the cash on hand covering the first-year losses) and that is the amount to be distributed to the Allowed Class 2 claims over the 36-month period. Class Two is Impaired. Class Two Claims total, $403,678. However, the Debtor anticipates the total allowed claims will be $167,388, based on the following: * The Debtor anticipates that the unsecured claim held by Bank of America, which is a Covid-related Payroll Protection Program loan (PPP) loan. The Debtor shall apply to Bank of America for forgiveness of the Claim pursuant to the provisions of PPP. In the event the Claim is forgiven in full, the Claim shall be disallowed and there shall be no payments made. In the event the Claim is not forgiven, or forgiven only in part, the Bank of America claim will be allowed as a Class Two Claim, which will affect the distribution to all creditors. * Under the Plan, the Debtors will assume the commercial leases of Kimco Realty and Mashpee Commons, the Debtor's landlords. The Debtor will therefore cure the arrears owed under those leases on the Effective Date of the Plan, and so those no further amount will be owed as a general unsecured claim. The prepetition claim of Kimco Realty is $9,337.24. The prepetition claim of Mashpee Commons is $43,454. * 6 Home Depot Drive LLC has an approved claim in the total amount of $164,611 for breach of the commercial lease in Plymouth, Massachusetts. Class Three consists of all Equity Interests of the Debtor. The claim of Timothy Gallagher, listed in the Schedules as a loan from an officer, shall be treated as Equity Interest and shall not be treated as Allowed Unsecured Claims. The Holders of interest in Class Three shall retain their Equity Interest in the Debtor. There shall be no disbursements until the Debtor has satisfied its obligations to Classes One through Three. Upon the Effective Date of the Plan, 100% of the Equity Interests in the Debtor will vest in the current shareholders. Class Three is unimpaired and therefore not entitled to a vote. The Debtor plans to implement the plan using projected future income. In addition to the use of projected future income, the Debtor's reorganization is facilitated by cash on deposit in the Debtor's account, which is remaining from SBA PPP loan funds. The Debtor anticipates that this cash will be sufficient to (a) pay administrative claims and priority claims in full, other than claims subject to separately agreed payment terms and tax claims; (b) provide for payments to secured creditors contemplated by this plan; and (c) maintain a sufficient capital balance for the Debtor to maintain its operations, all under allowable uses of PPP funds. The projected net disposable income will be distributed to the unsecured creditors over the 36 months of the plan. A full-text copy of the Third Amended Combined Plan and Disclosure Statement dated April 20, 2021, is available at https://bit.ly/2QotbRs from PacerMonitor.com at no charge. The Debtor is represented by: Peter M. Daigle, Esq. THE LAW OFFICE OF PETER M. DAIGLE 1550 Falmouth Road, Suite 10 Centerville, MA 02632 Telephone: (508) 771-7444 About TJ Holdings TJ Holdings, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-11732) on Aug. 21, 2020, listing under $1 million in both assets and liabilities. The Law Office of Peter M. Daigle is the Debtor's counsel. US AIRWAYS 2021-2: Fitch Affirms B Rating on Senior Secured Debt ---------------------------------------------------------------- Fitch Ratings has downgraded American Airlines' 2015-1, 2014-1, and 2013-1 class A certificates and affirmed American's other enhanced equipment trust certificate (EETC) ratings, including the B tranches for the 2015-1 and 2014-1 transactions and all tranches of six other transactions. Fitch has also removed American's 2017-2 and 2013-2 certificates from Rating Watch Negative. The three downgrades are primarily driven by weakened collateral coverage driven by lower secondary market values for the 777-300ERs contained in the affected transactions. While loan-to-value ratios for American's other EETC transactions have also weakened since Fitch's prior review, collateral coverage remains adequate to pass the relevant stress scenarios supporting the current senior tranche ratings, while expected affirmation and liquidity features continue to support existing subordinated tranche notching from American's 'B-' Issuer Default Rating (IDR). KEY RATING DRIVERS Class A Rating Downgrades: Fitch has downgraded American's 2015-1 class A certificates to 'BB+' from 'BBB'. The downgrade is primarily driven by a sharp decline in 777-300ERs over the past year. Values for the 2014 vintage 777s, which make up 43% of the collateral pool by value, decreased by around 17% over the past year according to updated appraisals. As such, the transaction no longer passes Fitch's 'A' or 'BBB' level stress tests. The transaction continues to pass Fitch's 'BB' level stress test with adequate headroom to support the 'BB+' rating. The rating is also supported by scheduled amortization over the next several years, which should allow the transaction to de-lever and begin to pass the 'BBB' level stress test by 2023 or 2024. Fitch has downgraded American's 2014-1 class A certificates to 'BBB-' from 'BBB'. Like the 2015-1 transaction, collateral coverage for 2014-1 has weakened due to declining 777-300ER values. 777s account for more than 50% of total collateral value in the 2014-1 pool. Incorporating the updated values into Fitch's models leaves the 2014-1 class A certificates with minimal headroom within Fitch's 'BBB' level stress test, meaning that further downgrades into the 'BB' category could be prompted if asset values decline further. Fitch has downgraded American's 2013-1 class A certificates to 'BB-' from 'BB'. Collateral has dropped out of this transaction over time as individual aircraft notes have matured, leaving the portfolio secured only by four 777-300ERs and one 777-200ER. Pressure on widebody values has caused the 2013-1 transaction to fail to pass any of Fitch's top-down stress tests. As such, Fitch now rates the transaction through Fitch's bottom-up approach (the rating approach used for subordinated tranches). The three-notch uplift reflects one notch for a low-to-moderate affirmation factor, one for the presence of a liquidity facility and one for recovery. Class AA and A Affirmations: Fitch has affirmed the class AA and A certificates American's remaining EETC transactions. American's 2017-2 and 2017-1 class AA certificates have been affirmed at 'A+'. Both transactions remain well overcollateralized and retain a large amount of headroom within Fitch's 'A' category stress test. The 2017-2 and 2017-1 class A certificates are subordinate to the class AA certificates in the structures, and while they remain sufficiently overcollateralized to pass Fitch's 'A' category stress test, LTVs have deteriorated over the past year, leaving limited headroom. Fitch views the downside risks to these transactions as more limited compared to some of American's other EETCs because of a better collateral mix. The 2017-1 and 2017-2 transactions are secured by aircraft such as 787-9s, A321-200s, 737 MAX 8s 737-800s, which Fitch views as well positioned to hold value following the pandemic. Fitch has also removed the American 2017-2 class AA and A certificates from Rating Watch Negative. The Negative Watch was driven in part by the 737 MAX's in the portfolio, which had been grounded until November of last year. The ungrounding of the aircraft and return to commercial service has removed a level of tail risk from this transaction. Fitch has affirmed the American 2013-2 class A certificates at 'BBB+' and removed the Negative Rating Watch. The Rating Watch was in place due to near-term risk in which the senior certificates failed to pass Fitch's 'BBB' level stress test until mid-2021. Fitch expects LTVs to improve materially, and the senior certificates will begin to pass Fitch's 'BBB' level test following the next distribution date when the 777-200ERs are paid off and fall out of the collateral pool. The remaining collateral consists of relatively attractive 737-800s, which are well overcollateralized. Near-term risks for the transaction have lessened as American's liquidity position and cash burn have improved. Fitch has affirmed former US Airways certificates series 2013-1, 2012-2 and 2012-1 at 'A'. These transactions have amortized sufficiently that they remain well overcollateralized and continue to pass Fitch's 'A' category stress scenario with ample headroom. The 2012-2 and 2013-1 transactions include A330-200s, which American has chosen to retire and whose values remain under pressure. Nevertheless, the A321-200s in those transactions remain core aircraft with values that are likely to fare relatively well. Aircraft Valuations: In general, base values for the aircraft in American's EETCs have declined in the upper single digit to low double digit range when compared to valuations from a year ago. Widebodies like the A330-200 and 777-300ER saw the largest value declines. Fitch considers the 777-300ER to be a weak tier 1 asset. However, continued pressure on the type may drive it towards tier 2 over time. Falling 777 values contributed to higher LTVs for Americans 2013-1, 2014-1 and 2015-1 transactions. A330 values fell sharply. However, the LCC 2013-1 and LCC 2012-2 transactions with exposure to the 330s were highly overcollateralized and are amortizing fairly rapidly, meaning that the value declines did not have a material adverse effect on LTVs. Meanwhile, transactions collateralized primarily by newer narrowbody aircraft and ERJs fared better. Value deprecation across nearly all aircraft types and vintages outpaced Fitch's standard 5% expectations, but in most cased principal amortization largely offset the aircraft value declines leading to only modest increases to LTVs. LTV Summary: AAL 2017-2 class AA: Base Case - 41%, 'A' Stress Case - 67% AAL 2017-2 class A: Base Case - 61%, 'A' Stress Case - 93% AAL 2017-1 class AA: Base Case - 42%, 'A' Stress Case - 72% AAL 2017-1 class A: Base Case - 61%, Stress Case - 96% AAL 2015-1: Base Case - 68%, 'BB' Stress Case - 95% AAL 2014-1: Base Case - 68%, 'BBB' Stress Case - 100% AAL 2013-2: Base Case - 53%, 'BBB' Stress Case - 77% AAL 2013-1: Base Case - 83%, 'BB' Stress Case - 109% LCC 2013-1: Base Case - 54%, 'A' Stress Case - 81% LCC 2012-2: Base Case - 57%, 'A' Stress Case - 90% LCC 2012-1: Base Case - 49%, 'A' Stress Case - 72% Loan to value calculations are approximate and reflect the lower of mean or median of three appraised values. Subordinated tranche ratings: Fitch has affirmed all of American's class B and Class C certificates. Fitch notches subordinated tranche EETC ratings from the airline IDR based on three primary variables: 1) the affirmation factor (0-3 notches) 2) the presence of a liquidity facility, (0-1 notch) and 3) recovery prospects (0-1 notch). American's class B certificates are rated either 'BB-' or 'BB'. The 'BB-' rated tranches reflect lower affirmation factors. Tranches rated at 'BB' receive a +4 notch uplift for a high affirmation factor, one notch for the presence of a liquidity facility, and no notching for recovery. Fitch's recovery analysis generally assumes 'BB' level value stresses as defined in the EETC rating criteria. Fitch's criteria allow for one notch of uplift in cases where subordinate tranche recovery is expected to remain above 91%. Some of American's transactions meet this threshold, but no notching is applied due to the sensitivity of the analysis to changes in aircraft values and the likelihood of pressures on aircraft values given the current downturn. Affirmation Factor The pools of aircraft represented by the AAL EETCs are all considered strategically important and are likely to remain so over the intermediate term. Fitch considers the affirmation factor for the 2014, 2015, and 2017 transactions to be high while the other transactions receive more limited ratings uplift. The affirmation factor for AAL 2017-1 and 2017-2 benefits from the inclusion of 787-9s and 787-8s, which are strategically important to American as they replace older 767s and operate with a much higher level of fuel efficiency. The 2015, and 2017 transactions also contain attractive narrowbodies including newer delivery 737 MAXs and A321s which are likely to play a prominent role in the fleet as older/higher maintenance narrowbodies are retired. Each of these transactions also contains sizeable numbers of E-175s. Although the ERJ-175s arguably represent some of the weakest pieces of collateral, they represent a positive in terms of affirmation factor. As of year-end 2020, American operated a fleet 122 regional jets with 50 or fewer seats. 50-seat regional aircraft are far more likely to be rejected in a potential restructuring than brand new ERJ 175s as the smaller planes are more costly to operate and do not offer a business class cabin. The 2014-1 transaction benefits from having five newer delivery 777-300ERs. While the 777s has weakened materially in terms of secondary market value, American views the 777-300ER as its premier wide-body aircraft, and utilizes the plane on its key long-haul international routes. The affirmation factor for 2013-2 has deteriorated over time as aircraft have fallen out of the collateral pool and as the aircraft have aged. This transaction originally consisted of 75 planes, representing a significant portion of American's total fleet. The pool is now down to 46 aircraft, 19 of which will fall out of the pool in July 2021, and 9 of which consist of 757-200s that American has chosen to retire. However, the pool also contains 2009 and 2010 vintage 737-800s, which are core to American's narrowbody fleet. Fitch views the affirmation factor for the AAL 2013-1 transaction as moderate-to-low given the small size of the portfolio. The transaction consists of four 777-300ERs and one older-vintage 777-200ER. The former US Airways transactions receive a moderate affirmation factor. The transactions are secured by A321-200s which remain attractive and are likely to have a long-term place in American's narrowbody fleet. Affirmation uplift is limited by the size of the collateral pools and the presence of A330-200s, which American has chosen to retire. ESG Commentary Fitch does not provide separate ESG scores for American Airlines' EEETC transactions as ESG scores are derived from its parent. ESG relevance scores and commentary for the parent entity - American Airlines. DERIVATION SUMMARY The certificates rated 'A+' are one notch higher than ratings for several class A certificates issued by other carriers. Stress scenario LTVs for the 2017-1 and 2017-2 class AA certificates remain low and continue to support the 'A+' rating. Class A certificates that are rated 'A' compare well with issuances from United, Air Canada and British Airways that are also rated 'A'. Rating similarities are driven by similar levels of overcollateralization and high-quality pools of collateral. Class A certificates rated at 'A-' are a notch lower than several other comparable issuances primarily due to weaker levels of overcollateralization. The 'BB' ratings on the class B certificates are derived through a four-notch uplift from American's IDR. The four-notch uplift reflects a high affirmation factor, benefit of a liquidity facility and no benefit for recovery expectations. The class B certificates rated 'BB-' receive +2 notches for a moderate affirmation factor one notch for the benefit of a liquidity facility. The 2013-1 class Bs receive a one-notch upward affirmation factor adjustment and one notch for the benefit of a liquidity facility. The US Airways 2012-2 class C certificates are one notch above American's corporate rating reflecting a two-notch affirmation factor adjustment offset by a one notch downward adjustment for poor recovery prospects. KEY ASSUMPTIONS Key assumptions within the rating case for the issuer include a harsh downside scenario in which American declares bankruptcy, chooses to reject the collateral aircraft, and where the aircraft are remarketed in the midst of a severe slump in aircraft values. An American Airlines bankruptcy is hypothetical, and is not Fitch's current expectation as reflected in American's 'B-' IDR. Fitch's models also incorporate a full draw on liquidity facilities and include assumptions for repossession and remarketing costs. -- Fitch's recovery analyses for subordinated tranches utilize Fitch's 'BB' level stress tests and include a full draw on liquidity facilities and assumptions for repossessions an remarketing costs. -- EETC models also include standard depreciation rates for aircraft values as outlined in Fitch's criteria. Aircraft Value Stresses: 777-300ER: AA level - 50%, A level - 30%; 737 MAX: AA level - 45%, A level - 25%; 737-800: AA level - 45%, A level - 25%; 787-9: AA level - 45%, A level - 25%; 787-8: AA level - 50%, A level - 30%; E-175: AA level - 50%, A level - 30%. A321-200: AA level - 45%, A level - 25% RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Ratings upgrades are unlikely in the near term due to pressure on the industry related to the COVID-19 pandemic. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- The individual tranches that are rated in the 'A' or 'BBB' category are primarily based on a top-down analysis based on the value of the collateral. Therefore, negative rating actions could be driven by an unexpected decline in collateral values. American's 2017-2 and 2017-1 class AA certificates and the US Airways 2013-1, 2012-2, and 2012-1 class A certificates retain a high level of cushion within Fitch's 'A' level stress scenario, making negative rating actions less likely. -- American's other class A certificates pass their respective scenarios with more limited headroom making them more vulnerable to future downgrades. Senior tranche ratings could also be affected by a perceived change in the affirmation factor or deterioration in the underlying airline credit. Subordinated tranche ratings are based off of the underlying airline IDR. Fitch will downgrade in line with any future downgrades of American Airlines' ratings. Subordinate tranches are also subject to changes in Fitch's view of the likelihood of affirmation for the underlying collateral. 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 AAL 2017-2 All three tranches of debt in this transaction feature 18-month dedicated liquidity facilities provided by National Australia Bank Ltd. (A+/F1/Stable). AAL 2017-1 All three tranches of debt in this transaction feature 18-month dedicated liquidity facilities provided by NAB (A+/F1/Stable). AAL 2015-1 The 'A' and 'B' tranches feature an 18-month dedicated liquidity facility provided by Credit Agricole (A+/F1/Negative). AAL 2014-1 The 'A' and 'B' tranches feature an 18-month dedicated liquidity facility provided by Credit Agricole (A+/F1/Negative). AAL 2013-2 The A and B tranches feature an 18-month dedicated liquidity facility provided by Morgan Stanley (A/F-1/Stable). AAL 2013-1 The A and B tranches feature an 18-month dedicated liquidity facility provided by Natixis (A+/F-1/Negative) LCC 2013-1 The Class A and Class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Natixis (A+/F1/Negative). LCC 2012-2 The Class A and Class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Landesbank Hessen Theuringen Girozentrale (A+/F1+/Negative). LCC 2012-1 The Class A and Class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Natixis (A+/F1/Negative). DEBT RATING PRIOR ---- ------ ----- American Airlines Pass Through Trust Certificates Series 2017-2 senior secured LT A- Affirmed A- senior secured LT A+ Affirmed A+ senior secured LT BB Affirmed BB American Airlines Pass Through Trust Certificates Series 2017-1 senior secured LT BB Affirmed BB senior secured LT A- Affirmed A- senior secured LT A+ Affirmed A+ American Airlines Pass Through Trust Series 2015-1 senior secured LT BB+ Downgrade BBB senior secured LT BB Affirmed BB American Airlines Pass Through Trust Certificates, Series 2014-1 senior secured LT BBB- Downgrade BBB senior secured LT BB Affirmed BB American Airlines Pass Through Trust, Series 2013-2 senior secured LT BBB+ Affirmed BBB+ American Airlines Pass Through Trust Certificates, Series 2013-1 senior secured LT BB- Downgrade BB US Airways 2013-1 Pass Through Trust senior secured LT A Affirmed A senior secured LT BB- Affirmed BB- US Airways 2012-2 Pass Through Trust senior secured LT A Affirmed A senior secured LT BB- Affirmed BB- senior secured LT B Affirmed B US Airways 2012-1 Pass Through Trust senior secured LT A Affirmed A US CONSTRUCTION: Seeks to Hire Patout Law as Special Counsel ------------------------------------------------------------ US Construction Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Patout Law, PLLC as its special litigation counsel. The firm's services include: -- assisting the Debtor in analyzing or prosecuting claims owned by the estate against third parties; -- preparing and filing pleadings; -- conducting examinations of witnesses, claimants and other parties in interest in connection with such litigation; -- representing the Debtor in adversary cases and other proceedings before the bankruptcy court and in other judicial or administrative proceedings in which the Debtor's claims may be affected; -- collecting any judgment that may be entered in the litigation; -- handling any appeals that may result from the litigation; and -- performing any other legal services. The firm will get 25 percent of the amount recovered after deducting costs and expenses. John Patout, Jr., Esq., a partner at Patout Law, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John J. Patout, Jr., Esq. Patout Law, PLLC 5850 San Felipe Street, Suite 500 Houston, TX 77057 Tel: (346) 888-4730 Fax: (346) 327-2510 About US Construction Services US Construction Services, LLC is a Dickinson, Texas-based company in the residential building construction industry. US Construction Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-80029) on Feb. 19, 2021. Whitney Jones, the managing member, signed the petition. In the petition, the Debtor declared total assets of $2,400,000 and total liabilities of $1,262,826. Judge Jeffrey P. Norman oversees the case. Zendeh Del & Associates, PLLC and Patout Law, PLLC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. US REAL ESTATE: Court OKs Continued Cash Collateral Use ------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized Eric L. Johnson, Chapter 11 Trustee in the bankruptcy cases of US Real Estate Equity Builder, LLC, and US Real Estate Equity Builder Dayton, LLC, to use cash collateral on an interim basis to pay the expenses based on the budget, and to pay the fees owed the U.S. Trustee. The Court also directed the Trustee to make adequate protection payments to the secured parties based on the approved budget. The secured parties include (i) PS Funding, Inc. (ii) Joseph and Carolyn Winblad, (iii) Anchor Loans, LP, (iv) Anchor Assets V, LLC, (v) Aloha Capital, LLC, and (vi) Patch of Land Lending, LLC. The Court ruled that the secured parties' respective security interests continue in post-petition rents to the extent the respective secured parties have a perfected security interest in rents that constitute cash collateral. Moreover, the Court granted the secured parties an administrative expense claim under Section 503(b) of the Bankruptcy Code to the extent that their liens in post-petition rents prove inadequate to protect them from a demonstrated diminution in value of their collateral positions from the Petition Date. The secured parties' liens and the super priority claim, however, will be subject to a carve out for U.S. Trustee and Court fees, Trustees' expenses, excluding professional fees. Objections to the Debtor's continued use of the cash collateral must be filed no later than April 29, 2021. Final hearing on the motion is on May 6 at 1 p.m. via telephonic or web-conferencing platform. A copy of the Court's order is available for free at https://bit.ly/32kIhtI from PacerMonitor.com. About US Real Estate Equity Builder US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder and its affiliate, US Real Estate Equity Builder Dayton, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees the cases. At the time of the filing, US Real Estate Equity Builder disclosed $5,281,000 in assets and $13,985,020 in liabilities. US Real Estate Equity Builder Dayton disclosed between $1 million and $10 million in both assets and liabilities. George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Sader Law Firm. Eric L. Johnson, the court-appointed Chapter 11 trustee, is represented by: Eric L. Johnson, Esq. Andrea M. Chase, Esq. Spencer Fane LLP 1000 Walnut St., Suite 1400 Kansas City, MO 64106-2140 Tel: 816-474-8100 Fax: 816-474-3216 Email: ejohnson@spencerfane.com achase@spencerfane.com WB SUPPLY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: WB Supply LLC W-B Supply Co. Inc. WBS, Inc. WB Oilfield Supplies Inc. WB Artificial Lift Inc. W-B Supply Company WBS Supply LLC Highland Artificial Lift Systems, Ltd. Permian Pump & Supply, Limited Partnership Beck Oilfield Supply LLC Beck Oilfield Supply, Incorporated 111 Naida Street Pampa, TX 79065-6901 Business Description: WB Supply LLC is a privately held pipe and supply company. Founded in 1971, the Debtor has grown to more than a dozen locations in multiple states, including Texas, Oklahoma and New Mexico. Chapter 11 Petition Date: April 20, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10729 Debtor's Counsel: Robert A. Weber, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Email: weber@chipmanbrown.com Debtor's CRO Provider: EHI, LLC, A DIVISION OF KBF CPAS LLP Debtor's Liquidation Agent: GREAT AMERICAN GLOBAL PARTNERS, LLC Debtor's Claims & Noticing Agent and Administrative Advisor: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. dba STRETTO https://cases.stretto.com/wbsupply Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Edward Hostmann, chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CHGQAAI/WB_Supply_LLC__debke-21-10729__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Hess Family Ltd. Partnership Loan plus accrued $11,385,345 PO Drawer 2479 interest Pampa, TX 79066 Tel: 806-669-1103 Email: rhess@wbsupply.com 2. Beck Resources Loan plus accrued $3,673,492 PO Box 175 interest Henneyssey, OK 73742 Tel: 405-853-2736 Email: terryb@beckresources.onmicrosoft.com 3. BDM Inc. Et Al. Loan Plus $3,371,050 (Permian Pump) Accrued 4105 Angelina Interest Midland, TX 79707 Tel: 432-362-0366 Email: bill@gwfpc.com 4. Happy State Bank PPP Loan $3,038,727 1125 North Hobart Street Pampa, TX 79065 Tel: 806-669-2265 Email: kwest@happybank.com 5. New Mexico Taxation and Unpaid Sales $706,842 Revenue Department Taxes PO Box 25128 Santa Fe, NM 87504-5128 Tel: 505-827-0832 Email: TRD-CRSHelpDesk@state.nm.us 6. Balon Corp Product/ $671,037 3245 S Hattie Purchase AP Oklahoma City, OK 73129 Tel: 405-677-3321 Email: gafful@balon.com 7. Anvil International Product/ $637,936 26009 Network Place Purchase AP Chicago, IL 60673-1260 Tel: 708-534-1414 Email: amendoza@anvilintl.com 8. Thyssenkrupp Materials NA Product/ $351,775 2700 Post Oak Blvd Purchase AP HOuston, TX 77056 Tel: 713-626-2900 Email: amy.clepper@thyssenkrupp.com 9. Texas Pipe & Supply Co Product/ $289,171 2330 Holmes Road Purchase AP Houston, TX 77051-1098 Tel: 713-799-9235 Email: courtneyr@texaspipe.com 10. Woodward Steel Company Product/ $287,480 PO Box 1272 Purchase AP Woodward, OK 73802 Tel: 580-256-2253 Email: keitha@woodwardsteel.com 11. SECOR Product/ $284,017 PO Box 670770 Purchase AP Dallas, TX 75267-0770 Tel: 281-556-1661 Email: k.sandlin@secoronline.com 12. US Rod Manufacturing, LLC Product/ $280,225 PO Box 152 Purchase AP Nappanee, IN 46550 Tel: 405-315-8760 Email: kgerdts@usrodco.com 13. Consolidated Pipe & Product/ $246,517 Supply Co., Inc. Purchase AP 1205 Hilltop Parkway Birmingham, AL 35204 Tel: 281-558-4413 Email: payables@cpspipe.com 14. Colorado Department Unpaid Sales $246,181 of Revenue Taxes Taxation Division 1375 Sherman St. Denver, CO 80203 Tel: 303-238-7378 Email: DOR_Taxpayerservice@state.co.us 15. Mayco Inc. Product/Purchase $243,723 P.O. Box 94070 AP Oklahoma City, OK 73143 Tel: 405-677-5969 Email: LISACHONG@MAYCO-USA.COM 16. Petroleum Pipe Product/ $223,628 Americas Internat'l Corp. Purchase AP 1800 West Loop South Suite 1755 Houston, TX 77027 Tel: 713-877-0903 Email: carol@petroleum-pipe.com 17. Makena Sales Co, Inc. Product/ $198,661 PO Box 9197 Purchase AP Wichita Falls, TX 76308 Tel: 940-766-4064 Email: doug@makenasalesco.com 18. McCarty Equipment Product/ $194,492 PO Box 841388 Purchase AP Dallas, TX 75284-1388 Tel: 713-222-2231 Email: becky@mccartyequipment.com 19. Triangle Metals Product/ $193,120 PO Box 820 Purchase AP Bixby, OK 74008 Tel: 800-495-1390 Email: kortney@trianglemetal.com 20. Dixie Pipe Sales, Inc. Product/ $192,226 HOU1111 Purchase AP PO Box 650998 Dallas, TX 75365-0998 Tel: 713-796-2021 Email: therrell@dixiepipe.com YC FERNLEY: Seeks Approval to Hire Stone & Baxter as Legal Counsel ------------------------------------------------------------------ YC Fernley Hotel, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Stone & Baxter, LLP as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business; (b) prepare legal papers; (c) continue existing litigation, if any, to which the Debtor may be a party and conduct examinations incidental to the administration of its estate; (d) take necessary actions to preserve and administer the Debtor's estate; (e) assist the Debtor with the preparation and filing of its statement of financial affairs, schedules and lists; (f) take necessary actions in connection with the use by the Debtor of its property pledged as collateral; (g) prosecute the claims asserted by the Debtor; and (h) perform all other legal services for the Debtor as it may deem necessary. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $200 - $525 Paralegals/Research Assistants $135 In addition, the firm will seek reimbursement for expenses. David Bury, Jr., Esq., a partner at Stone & Baxter, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ward Stone, Jr., Esq. David L. Bury, Jr., Esq. Thomas B. Norton, Esq. Stone & Baxter, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Telephone: (478) 750-9898 Facsimile: (478) 750-9899 Email: wstone@stoneandbaxter.com dbury@stoneandbaxter.com tnorton@stoneandbaxter.com About YC Fernley Hotel YC Fernley Hotel LLC, a hotel owner and operator, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-52543) on March 29, 2021. Baldev Johal, managing member, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Stone & Baxter, LLP serves as the Debtor's legal counsel. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Magnacoustics, Inc. Bankr. E.D.N.Y. Case No. 21-70670 Chapter 11 Petition filed April 9, 2021 See https://www.pacermonitor.com/view/HFFFPBY/Magnacoustics_Inc__nyebke-21-70670__0001.0.pdf?mcid=tGE4TAMA represented by: Sandra E. Mayerson, Esq. MAYERSON & HARTHEIMER, PLLC E-mail: sandy@mhlaw-ny.com In re Crossbay Seashell Fish Market, Inc. Bankr. E.D.N.Y. Case No. 21-40951 Chapter 11 Petition filed April 11, 2021 See https://www.pacermonitor.com/view/SLWMHCI/Crossbay_Seashell_Fish_Market__nyebke-21-40951__0001.0.pdf?mcid=tGE4TAMA represented by: Richard S. Feinsilver, Esq. RICHARD S. FEINSILVER, ESQ. E-mail: feinlawny@yahoo.com In re MG on Ocean Avenue, LLC Bankr. M.D. Fla. Case No. 21-00872 Chapter 11 Petition filed April 12, 2021 See https://www.pacermonitor.com/view/S4Q6LUI/MG_on_Ocean_Avenue_LLC__flmbke-21-00872__0001.0.pdf?mcid=tGE4TAMA represented by: Robert D. Wilcox, Esq. WILCOX LAW FIRM E-mail: rw@wlflaw.com In re Florida Reo Properties LLC Bankr. S.D. Fla. Case No. 21-13446 Chapter 11 Petition filed April 12, 2021 See https://www.pacermonitor.com/view/7H2VUGY/Florida_Reo_Properties_LLC__flsbke-21-13446__0001.0.pdf?mcid=tGE4TAMA represented by: Robert Pereda, Esq. MIAMI BANKRUPTCY GROUP E-mail: robert@roblaw.law In re Daniel Joseph Aldridge Bankr. D. Minn. Case No. 21-30575 Chapter 11 Petition filed April 12, 2021 represented by: John Lamey, Esq. In re PMG Cincinnati, Inc. Bankr. S.D. Ohio Case No. 21-10790 Chapter 11 Petition filed April 12, 2021 See https://www.pacermonitor.com/view/ZIVUUSI/PMG_CINCINNATI_INC__ohsbke-21-10790__0001.0.pdf?mcid=tGE4TAMA represented by: Philomena S. Ashdown, Esq. STRAUSS & TROY E-mail: psashdown@strausstroy.com In re Dwayne Keith Dutton Bankr. M.D. Ga. Case No. 21-50362 Chapter 11 Petition filed April 13, 2021 represented by: Wesley Boyer, Esq. In re PCDM Properties, LLC Bankr. W.D. La. Case No. 4:21-bk-50212 Chapter 11 Petition filed April 13, 2021 See https://www.pacermonitor.com/view/HD52NVI/PCDM_Properties_LLC__lawbke-21-50212__0001.0.pdf?mcid=tGE4TAMA represented by: D. Patrick Keating, Esq. THE KEATING FIRM, APLC Email: rick@dmsfirm.com In re Anagrama Group LLC Bankr. D. Nev. Case No. 21-11838 Chapter 11 Petition filed April 14, 2021 See https://www.pacermonitor.com/view/AB4S4GA/ANAGRAMA_GROUP_LLC__nvbke-21-11838__0001.0.pdf?mcid=tGE4TAMA represented by: David J. Winterton, Esq. DAVID WINTERTON & ASSOCIATES, LTD E-mail: autumn@davidwinterton.com In re Jason Clark and Lisa C. Clark Bankr. D. Nev. Case No. 21-50287 Chapter 11 Petition filed April 14, 2021 represented by: Kevin Darby, Esq. In re Rafi Manor Bankr. E.D.N.Y. Case No. 21-40976 Chapter 11 Petition filed April 14, 2021 represented by: Avrum Rosen, Esq. In re Anthony Spartalis Bankr. E.D.N.Y. Case No. 21-40983 Chapter 11 Petition filed April 14, 2021 represented by: Douglas Pick, Esq. PICK & ZABICKI LLP Email: dpick@picklaw.net In re Donny Roger Spahl Bankr. C.D. Cal. Case No. 21-13083 Chapter 11 Petition filed April 15, 2021 represented by: Bock Tom, Esq. In re Rosemary Eskridge Evrenos Bankr. C.D. Cal. Case No. 21-13081 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/XARA3SI/Rosemary_Eskridge_Evrenos__cacbke-21-13081__0001.0.pdf?mcid=tGE4TAMA represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM, A PROFESSIONAL CORPORATION E-mail: info@anyamalaw.com In re Kearny Washington, LLC Bankr. N.D. Cal. Case No. 21-50506 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/OLTAH4A/Kearny_Washington_LLC__canbke-21-50506__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Lombard Flats, LLC Bankr. N.D. Cal. Case No. 21-50510 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/WILHKXI/Lombard_Flats_LLC__canbke-21-50510__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Borden Improvements, LLC Bankr. M.D. Fla. Case No. 21-01694 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/7R4UIYQ/Borden_Improvements_LLC__flmbke-21-01694__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Aero Shade Technologies, Inc. Bankr. S.D. Fla. Case No. 21-13573 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/7R7MH4I/Aero_Shade_Technologies_Inc__flsbke-21-13573__0001.0.pdf?mcid=tGE4TAMA represented by: Craig I. Kelley, Esq. KELLEY, FULTON & KAPLAN, P.L. E-mail: dana@kelleylawoffice.com In re Marco Realty Inc. Bankr. W.D. Mich. Case No. 21-90054 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/KCQUKTA/Marco_Realty_Inc__miwbke-21-90054__0001.0.pdf?mcid=tGE4TAMA represented by: Rudolph F. Perhalla, Esq. E-mail: perhallalawoffice@hotmail.com In re Harbor Ventures, LLC Bankr. D.N.J. Case No. 21-13091 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/5WQVXEY/Harbor_Ventures_LLC__njbke-21-13091__0001.0.pdf?mcid=tGE4TAMA represented by: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH E-mail: erothesq@gmail.com In re Gregory Lane Barnhill Bankr. E.D.N.C. Case No. 21-00881 Chapter 11 Petition filed April 15, 2021 represented by: Joseph Frost, Esq. In re Troy Stephen Poulson Bankr. D. Utah Case No. 21-21592 Chapter 11 Petition filed April 15, 2021 represented by: Matthew Broadbent, Esq. In re Healthy Magic LLC Bankr. E.D. Va. Case No. 21-10650 Chapter 11 Petition filed April 15, 2021 See https://www.pacermonitor.com/view/24WSW5Y/Healthy_Magic_LLC__vaebke-21-10650__0001.0.pdf?mcid=tGE4TAMA represented by: Robert J. Harris, Esq. ROBERT J. HARRIS PLC E-mail: rjharris@msn.com In re Christopher Phillip Figueroa Bankr. E.D. Cal. Case No. 21-21397 Chapter 11 Petition filed April 16, 2021 represented by: Gordon Bones, Esq. In re Minal Pharmacy, LLC Bankr. E.D. Mich. Case No. 21-43364 Chapter 11 Petition filed April 16, 2021 See https://www.pacermonitor.com/view/26T7NPA/Minal_Pharmacy_LLC__miebke-21-43364__0001.0.pdf?mcid=tGE4TAMA represented by: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. E-mail: ecrowder@sbplclaw.com In re Christopher David Polk Bankr. M.D. Ga. Case No. 21-30203 Chapter 11 Petition filed April 16, 2021 represented by: Wesley Boyer, Esq. In re Preferred Equipment Resource, LLC Bankr. D. Rhode Island Case No. 21-10308 Chapter 11 Petition filed April 16, 2021 See https://www.pacermonitor.com/view/CMDSVIA/Preferred_Equipment_Resource_LLC__ribke-21-10308__0001.0.pdf?mcid=tGE4TAMA represented by: Peter M. Iascone, Esq. PETER M. IASCONE & ASSOCIATES, LTD E-mail: pmiascone.law@gmail.com In re King's Towing and Recovery, LLC Bankr. W.D. Ark. Case No. 21-70549 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/MFH757Y/Kings_Towing_and_Recovery_LLC__arwbke-21-70549__0001.0.pdf?mcid=tGE4TAMA represented by: Stanley V. Bond, Esq. BOND LAW OFFICE E-mail: attybond@me.com In re Body Tek Fitness, Inc. Bankr. S.D. Fla. Case No. 21-13698 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/IPRLGVI/Body_Tek_Fitness_Inc__flsbke-21-13698__0001.0.pdf?mcid=tGE4TAMA represented by: Susan D. Lasky, Esq. SUE LASKY, PA E-mail: Jessica@SueLasky.com In re Bodytek Fitness Boca West LLC Bankr. S.D. Fla. Case No. 21-13699 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/IXNRLNY/Bodytek_Fitness_Boca_West_LLC__flsbke-21-13699__0001.0.pdf?mcid=tGE4TAMA represented by: Susan D. Lasky, Esq. SUE LASKY, PA E-mail: Jessica@SueLasky.com In re 3 Lots LLC Bankr. S.D. Fla. Case No. 21-13693 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/VNJSPXI/3_Lots_LLC__flsbke-21-13693__0001.0.pdf?mcid=tGE4TAMA represented by: Elias Leonard, Esq. ELIAS LEONARD DSOUZA, PA E-mail: dtdlaw@aol.com In re Bodytek Fitness Franchising Inc. Bankr. S.D. Fla. Case No. 21-13701 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/ZZC5DNY/Bodytek_Fitness_Franchising_Inc__flsbke-21-13701__0001.0.pdf?mcid=tGE4TAMA represented by: Susan D. Lasky, Esq. SUE LASKY, PA E-mail: Jessica@SueLasky.com In re May Beth Moore Bankr. S.D. Miss. Case No. 21-50461 Chapter 11 Petition filed April 16, 2021 represented by: Craig Geno, Esq. In re investFeed, Inc. Bankr. E.D.N.Y. Case No. 21-41025 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/LIVNFPI/investFeed_Inc__nyebke-21-41025__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FARINELLA, PC E-mail: tf@lawtaf.com In re Millennium Properties Inc. of Middle Tennessee Bankr. M.D. Tenn. Case No. 21-01236 Chapter 11 Petition filed April 19, 2021 See https://www.pacermonitor.com/view/SLE4YBQ/Millennium_Properties_Inc_of_Middle__tnmbke-21-01236__0001.0.pdf?mcid=tGE4TAMA represented by: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ E-mail: slefkovitz@lefkovitz.com In re Daniel J. Svendsen Bankr. W.D. Wisc. Case No. 21-10816 Chapter 11 Petition filed April 19, 2021 represented by: Michelle Angell, Esq. KREKELER STROTHER, S.C. Email: mangell@ks-lawfirm.com In re Hanlin Academy, Inc. Bankr. N.D. Cal. Case No. 21-30296 Chapter 11 Petition filed April 20, 2021 See https://www.pacermonitor.com/view/Z5TVRZI/Hanlin_Academy_Inc__canbke-21-30296__0001.0.pdf?mcid=tGE4TAMA represented by: Arasto Farsad, Esq. FARSAD LAW OFFICE, P.C. E-mail: farsadecf@gmail.com In re ESC Corporation Bankr. D.D.C. Case No. 21-00109 Chapter 11 Petition filed April 20, 2021 See https://www.pacermonitor.com/view/IE26ROI/ESC_Corporation__dcbke-21-00109__0001.0.pdf?mcid=tGE4TAMA represented by: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC E-mail: William@JohnsonLG.Law In re Eric Ian Anderson and Lorrie J. Anderson Bankr. M.D. Fla. Case No. 21-00946 Chapter 11 Petition filed April 20, 2021 represented by: Adina Pollan, Esq. In re Adolfo Lengyel Bankr. S.D. Fla. Case No. 21-13798 Chapter 11 Petition filed April 20, 2021 represented by: Peter Spindel, Esq. In re Delray Beach National Church of God, Inc. Bankr. S.D. Fla. Case No. 21-13777 Chapter 11 Petition filed April 20, 2021 See https://www.pacermonitor.com/view/2SCHLTQ/Delray_Beach_National_Church_of__flsbke-21-13777__0001.0.pdf?mcid=tGE4TAMA represented by: Roshawn Banks, Esq. THE ALL LAW CENTER, PA E-mail: rbanks@thealllawcenter.com In re Brandon Arthur Mines Bankr. N.D. Ga. Case No. 21-53135 Chapter 11 Petition filed April 20, 2021 represented by: Will B. Geer, Esq. WIGGAM & GEER, LLC E-mail: wgeer@wiggamgeer.com In re Bison Building Systems, Inc. Bankr. D. Mont. Case No. 21-90063 Chapter 11 Petition filed April 20, 2021 See https://www.pacermonitor.com/view/UAOMT7A/BISON_BUILDING_SYSTEMS_INC__mtbke-21-90063__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew W. Pierce, Esq. MORGAN PIERCE, PLLP E-mail: firm@morgan-pierce.com In re David Gary Johnson and Ester Gonzalez Johnson Bankr. W.D. Tex. Case No. 21-50470 Chapter 11 Petition filed April 20, 2021 represented by: Morris White, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. 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