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T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, April 27, 2021, Vol. 25, No. 116
Headlines
37 VENTURES: Seeks to Hire WSRP LLC as Accountant
531 MANAGEMENT: Sets Bid Procedures for Cambridge Avenue Property
625 FUSION LLC: Seeks to Hire Gamberg & Abrams as Legal Counsel
96 WYTHE: Wins Cash Collateral Access Thru May 6
AEROCENTURY CORP: Hires B. Riley Securities as Investment Banker
AEROCENTURY CORP: Seeks to Hire BDO USA as Auditor
AEROCENTURY CORP: Seeks to Hire Kurtzman as Administrative Advisor
AEROCENTURY CORP: Seeks to Hire Morrison & Foerster as Legal Counsel
AEROCENTURY CORP: Seeks to Hire Young Conaway as Co-Counsel
AEROMEXICO: Intends to Slash $800 Mil. From Pre-Ch.11 Boeing Deal
AESTHETIC FAMILY: Voluntary Chapter 11 Case Summary
AIRWIRE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
ALLTRACON LLC: Wins Cash Collateral Access
ALLY FINANCIAL: Fitch Rates $1.35-Bil. Preferred Stock 'B+'
AUTO RECYCLERS: Case Summary & 14 Unsecured Creditors
AZURRX BIOPHARMA: Widens Net Loss to $32.7 Million in 2020
BLESSINGS INC: Wins Cash Collateral Access Thru June 18
BOY SCOUTS OF AMERICA: Abuse Survivors Seek to Forge Ch. 11 Plan
BRECKENRIDGE HILLS: Case Summary & 10 Unsecured Creditors
BROOKLYN IMMUNOTHERAPEUTICS: Dismisses Baker Tilly as Accountant
BYRNA TECHNOLOGIES: Incurs $12.6 Million Net Loss in Fiscal 2020
BYRNA TECHNOLOGIES: Incurs $272K Net Loss in First Quarter
BYRNA TECHNOLOGIES: To Convert Preferred Shares to Common Shares
CANNTRUST HOLDINGS: Files Plan of Arrangement in CCAA Case
CAPARRA HILLS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
CASTEX ENERGY: Fine-Tunes Plan; May 27 Plan Confirmation Hearing
CHINA FISHERY: Burlingon and Monarch Soliciting Votes on Plan
CLEAN ENERGY: Incurs $3.4 Million Net Loss in 2020
COTTAGE CAR: Case Summary & 3 Unsecured Creditors
DEA BROTHERS: Seeks to Hire Douglass & Associates as Appraiser
DELTA MATERIALS: Files Emergency Bid to Use Cash Collateral
DEMETRIOS ESTIATORIO: Hires Hill Law Firm as Special Counsel
DIAMOND SPORTS: Sinclair Evaluates Debt Plan
DUNTOV MOTOR: Seeks Permission to Use Cash Collateral
DURRANI M.D.: Seeks Approval to Hire John Coggin as Accountant
FINGER OIL: May 26 Plan Confirmation Hearing Set
FIRST FLORIDA: Taps Fudge Broadwater as Legal Counsel in Cobb Suit
FREEDOM CAPITAL: WS Votes Yes; Court Confirms Plan
FRESH ACQUISITIONS: B. Riley Advisory Serves as CRO in Co.'s Ch. 11
FRONTIER COMMUNICATIONS: Expects to Exit Chapter 11 by End of April
GARRETT MOTION: Court Okays Chapter 11 Honeywell Deal
GATEWAY RADIOLOGY: Philips Healthcare Proposes Liquidating Plan
GDC TECHNICS: Voluntary Chapter 11 Case Summary
GI CONSILIO: Moody's Assigns B3 CFR Amid eDiscovery Combination
GILBERT MH LLC: Seeks Approval to Hire West USA Realty as Realtor
GILBERT MH: Gets OK to Hire Pywowarczuk Law as Special Counsel
HASTINGS AND HOLLOWELL: Hires Oliver & Cheek as Legal Counsel
HERTZ CORP: Unsecureds to Get 100% in Beefed-Up Centerbridge Bid
HOOD LANDSCAPING: Selling 49 Acres of Cook County Land for $190K
INTELLIPHARMACEUTICS INT'L: Closes C$3.85M Private Placement
JCV GROUP: Seeks Court Approval to Hire Valuation Expert
KIWA BIO-TECH: Taps JLKZ CPA as Accountant
L&L WINGS: Case Summary & 20 Largest Unsecured Creditors
L. BRANDS: Victoria's Secret Aims Bigger Valuation in Sale Talks
LAKEVIEW VILLAGE: Fitch Affirms BB+ Ratings on 2017A/2018A Bonds
LAROCHE CARRIER: June 9 Hearing on Disclosure Statement
LATHAM POOL: Moody's Puts B2 CFR Under Review for Upgrade
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru May 14
M GROUP HOTELS: Case Summary & 8 Unsecured Creditors
MAPLE LEAF: Court OKs Deal on Interim Cash Collateral Access
MCGEHEE PARK: Wins Cash Collateral Access Thru May 15
MEDLEY LLC: U.S. Trustee Appoints Creditors' Committee
MERIDIAN 3D: Seeks Voluntary Chapter 7 Bankruptcy Protection
MIAMI INTERNATIONAL: Trustee Hires Kamm, CCIS as Consulting Experts
MIDWEST BRICKPAVING: Seeks to Hire Laner Muchin as Special Counsel
MILLENNIUM PROPERTIES: Lender Seeks to Bar Cash Collateral Use
NATIONAL RIFLE ASSOCIATION: If Dissolved, Assets in NY Court Hands
NATIONAL RIFLE: Board Meeting Raises Chapter 11 Trial Red Flag
NINE POINT: Auction of Substantially All Assets Set for June 15
NINE POINT: Files Notice of June 15 Auction Sale of All Assets
NINE POINT: Seeks Approval to Hire Young Conaway as Co-Counsel
NINE POINT: Seeks to Hire Latham & Watkins as Bankruptcy Counsel
OER SERVICES: Gets Access to CIBC Bank's Cash Collateral
OMEGA SPORTS: Seeks to Hire Finley Group as Financial Advisor
PAPS CAB: Depalma Acquisition 1 Agrees to $425K Settlement
PARK SEVEN: Court Confirms Plan; UST Objection Resolved
PELICAN FAMILY: Bankr. Administrator Unable to Appoint Committee
PLATINUM CORRAL: Wins Cash Collateral Access
PLAYER'S POKER: Hires John Lovell as 'Ordinary Course' Professional
PRIMO WATER: Moody's Rates New $750MM Unsecured 8-Yr. Bonds 'B1'
PURDUE PHARMA: Hires Grant Thornton as Tax Structuring Consultant
PURDUE PHARMA: US Trustee Says Disclosure Inadequate
QBS PARENT: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
REGIONAL AMBULANCE: Wins Cash Collateral Access
RESTAURANT TECHNOLOGIES: Moody's Alters Outlook on B2 CFR to Stable
RIVERSIDE MILITARY: Fitch Affirms BB Rating on $52MM Revenue Bonds
ROYAL BLUE: Case Summary & 8 Unsecured Creditors
RUSTHOVEN ENTERPRISES: Taps Levenfeld Pearlstein as Counsel
SALEM CITY: Moody's Alters Outlook on Ba3 GOULT Rating to Positive
SAN LUIS & RIO: Trustee Sets Bidding Procedures for All Assets
SCHULTE PROPERTIES: Seeks to Hire Special Litigation Counsel
SECURE HOME: Case Summary & 30 Largest Unsecured Creditors
SEMILEDS INC: Ordered to Pay $123K in Well Thrive Suit
SHILO INN: Wins Cash Collateral Access Thru July 30
SHRI NARAYAN: Case Summary & 20 Largest Unsecured Creditors
SIMON'S WHOLESALE: Seeks to Hire M. Jones and Associates as Counsel
SMG INDUSTRIES: Widens Net Loss to $15.9 Million in 2020
SOUTH MOON: Has Until May 28 to File Plan and Disclosure
SUNDANCE ENERGY: Exits Chapter 11 Process, Cleans Up Balance Sheet
TANGO DELTA: Trustee Proposes Liquidating Plan
TESTER DRILLING: Court OKs Deal on Cash Collateral Use
TEXAZ SOUTH: Unsecured Creditors to Recover 72% Over 36 Months
TIMBERLINE FOUR: Canaan Valley Proposes Reorganization Plan
UNITED PF: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
WELBILT INC: Middleby Acquisition No Impact on Moody's Caa1 CFR
WENDY'S COMPANY: Moody's Affirms B3 CFR & Alters Outlook to Stable
[^] Large Companies with Insolvent Balance Sheet
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37 VENTURES: Seeks to Hire WSRP LLC as Accountant
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37 Ventures, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Central District of California to employ
WSRP, LLC as accountant.
The firm's services include:
a. day-to-day bookkeeping, accounting and other financial
services;
b. maintaining the books and records of the Debtors, including
closing out the pre-bankruptcy books and records;
c. oversight of the Debtors' accounts payable, receivables and
the payment to creditors of post-petition amounts due in the
ordinary course;
d. reconciliation and maintenance of the Debtors' bank accounts
and bank account records;
e. advising and assisting the Debtors in the preparation and
filing of schedules and statement of financial affairs, compliance
with the fulfillment of the requirements imposed upon the Debtors
by the Office of the United States Trustee and the preparation of
other documents as may be required after the initial filing of the
Debtors' Chapter 11 cases;
f. preparation of budgets, balance sheets, income statements and
other financial reporting records of the Debtors; and
g. rendering such other bookkeeping and accounting services to
the Debtors as may arise during the pendency of their cases.
The firm will be paid a flat fee of $16,000, plus reimbursement of
out-of-pocket expenses.
Perry Christensen, a manager at WSRP, disclosed in a court filing
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Perry Christensen
WSRP, LLC
155 North 400 West, Suite 400
Salt Lake City, UT 84103
Tel: (801) 328-2011
About 37 Ventures
37 Ventures, LLC and affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 21-10261)
on March 18, 2021. Yuri Pikover, managing member, signed the
petitions. In its petition, 37 Ventures disclosed assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
Judge Deborah J. Saltzman oversees the case.
Levene Neale Bender Yoo & Brill, LLP and WSRP, LLC serve as the
Debtors' legal counsel and accountant, respectively.
531 MANAGEMENT: Sets Bid Procedures for Cambridge Avenue Property
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531 Management LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the bid procedures in connection
with the sale of its real property located at 3511 Cambridge
Avenue, in Bronx, New York, to Evansville Sycamore Properties LLC
for $5.9 million, subject to overbid.
The Debtor owns two parcels of real estate in Bronx, New York, the
Cambridge Avenue Property, and a residential condominium building
located at 3941 White Plains Road. It has no secured debt and has
been pursuing construction of its Properties with funds provided by
its principal, Maurice Elmalem.
The Debtor has completed construction on the Cambridge Avenue
Property, and now asks approval of a contract of sale which will
generate sufficient funds to pay all allowed claims in full under a
Chapter 11 Plan of Reorganization, with the net proceeds to be used
following bankruptcy to complete construction on the White Plains
Road Property, and market the individual units for sale.
The Debtor has been marketing the Cambridge Avenue Property for
several years, during which time three separate contracts were
previously negotiated, but ultimately fell through. It has
recently executed the Stalking Horse Contract with the Stalking
Horse Bidder, subject to higher and better offers. The Stalking
Horse Bidder's offer is subject to a 1031 tax exchange, such that
the sale must be closed no later than June 3, 2021.
Notwithstanding the time restrictions, the Debtor asks to attempt
to maximize the value of the Cambridge Avenue Property by
soliciting higher and better offers through a public auction in the
event that qualified bids are received. At the same time, it will
ask confirmation of a 100% plan of reorganization, being filed
simultaneously with the Motion, to provide a mechanism for the
payment of allowed claims, and make the sale eligible for the
transfer tax exemption provided by 11 U.S.C. Section 1146(a).
The Debtor asks approval of the Stalking Horse Contract and
proposed bid procedures to effectuate the sale of the Cambridge
Avenue Property under a confirmed plan. The bid procedures are
best designed to establish the fair and reasonable value of the
Cambridge Avenue Property by flushing out the highest or best
price, using the Stalking Horse Bid as an upset sale price.
To protect the Stalking Horse Bidder in event that the sale process
results in the final approval of a sale to a third party, the
Stalking Horse Contract provides for a 2% break-up fee, or
$118,000. The sale must close by June 3, 2021, or the Stalking
Horse Bidder has the right to cancel the Stalking Horse Contract.
However, given that Stalking Horse Bid already exceeds the total
amount of the allowed claims, the Debtor submits that creditors
will not be prejudiced by a shortened notice and marketing period.
The Stalking Horse Bid of $5.9 million includes a deposit in the
amount of $400,000, equating to roughly 6.5%. All other Qualified
Bidders will have to make a deposit equal to at least of 6.5% of
their respective bids.
The sale proceeds will be distributed through a Chapter 11 Plan of
Reorganization to be confirmed by the Debtor prior to the closing.
It is contemplated that the closing on the sale will be implemented
through a Chapter 11 Plan, making the transfer of the Property
eligible for exemption of New York State and New York City RPT
transfer taxes under Section 1146(a).
The Debtor will retain all of it books and records following the
sale, except for certain plans and documents specific to the
Cambridge Avenue Property that may be sold as part of the
transaction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: May 19, 2021
b. Initial Bid: $6.04 million (Stalking Horse Bid of $5.9
million plus break-up fee of $118,000 plus overbid of $22,000)
c. Deposit: 6.5% of bid
d. Auction: The Auction will be conducted by counsel for the
Debtor by Zoom conference at a date and time to be determined, and
announced prior to the Bid Deadline but no later than May 21,
2021.
e. Bid Increments: $25,000
The Debtor submits that it is appropriate to offer the Cambridge
Avenue Property for sale free and clear of all claims, taxes,
liens, and non-permitted encumbrances, pursuant to Section 363(f)
of the Bankruptcy Code, with any such encumbrances attaching to the
net sale proceeds, as and to the extent applicable. At this
juncture, it is unaware of any potential encumbrances, and none
were reflected in the title report obtained by the Stalking Horse
Bidder.
The Debtor asks relief from the 14-day stay imposed by Rule 6004(h)
based on the need to close the sale with the Stalking Horse Bidder
prior to the June 3, 2021 deadline.
A copy of the Contract and Bid Procedures is available at
https://tinyurl.com/yjx3wb6u from PacerMonitor.com free of charge.
The Purchaser is represented by:
John A. Colonna, Esq.
73-15 Metropolitan Ave.
Middle Village, NY 11379
Telephone/Facsimile: (718) 894-4600 ext. 4/4604
E-mail: John@colonna—1aw.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 LLC: Seeks to Hire Gamberg & Abrams as Legal Counsel
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625 Fusion, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Gamberg & Abrams to
handle its Chapter 11 case.
Gamberg & Abrams will be paid at these rates:
Attorneys $500 per hour
Paralegals $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred. The retainer fee is $15,000.
Thomas Abrams, Esq., a partner at Gamberg & Abrams, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas L. Abrams, Esq.
Gamberg & Abrams
633 S. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 523-0900
Fax: (954) 915-9016
Email: tabrams@tabramslaw.com
About 625 Fusion
625 Fusion LLC owns Red Door Asian Bistro & Hibachi, an Asian
fusion restaurant, hibachi and sushi bar in Fort Lauderdale, Fla.
625 Fusion 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. Gamberg &
Abrams is the Debtor's legal counsel.
96 WYTHE: Wins Cash Collateral Access Thru May 6
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized 96 Wythe Acquisition LLC to use cash collateral on an
interim basis, in accordance with the approved budget, through May
6, 2021, with a 10% variance.
The Debtor is authorized to use cash collateral to pay the
ordinary, necessary and reasonable expenses of operating the
Williamsburg Hotel as they come due in the ordinary course of
business during the Interim Period, and without any prepayment or
acceleration of expenses.
As adequate protection, Benefit Street Partners Realty Operating
Partnership, L.P. is granted additional and replacement valid,
binding, enforceable, nonavoidable, and automatically perfected
postpetition security interests in and liens on, without the
necessity of the execution by the Debtor (or recordation or other
filing) of security agreements, control agreements, pledge
agreements, financing statements, mortgages, or other similar
documents, on all property.
The Adequate Protection Liens will be junior only to: (A) the
Lender's prepetition liens, and (B) other unavoidable liens, if
any, existing as of the Petition Date that are senior in priority
to the Lender's prepetition liens. The Adequate Protection Liens
will be subject to a $10,000 carve-out for Chapter 7 administration
expenses to the extent necessary for the Debtor's payment of fees
incurred under 28 U.S.C. section 1930 and statutory fees required
to be paid to the Clerk of the Court.
The Lender is also granted an allowed administrative expense claim
in the Case ahead of and senior to any and all other administrative
expense claims in the Case, with the exception of the Carve-Out, to
the extent of any diminution.
The Debtor is required to maintain all necessary insurance as
required under the Prepetition Loan Documents, naming the Lender as
a notice party and additional insured, and will promptly provide
the Lender with proofs of insurance for the Hotel and copies of
all documents related to any insurance premium financing
arrangement the Debtor may have.
The Debtor will deposit all cash it collects from the Petition Date
in excess of its expenditures into a segregated
debtor-in-possession bank account and will maintain such cash in
the DIP Bank Account until further order of the Court. For the
avoidance of doubt, the Lender's security interests in and liens on
the Cash Collateral will extend to the cash in the DIP Bank
Account.
The events constitute Events of Default:
(i) the Debtor's failure to comply with any of the terms of
the Interim Order (including compliance with the Budget);
(ii) the obtaining of credit or incurring of indebtedness
outside of the ordinary course of business that is either secured
by a security interest or lien that is equal or senior to any
security interest or lien of the Lender or entitled to priority
administrative status that is equal or senior to that granted to
the Lender; and
(iii) entry of an order by the Court granting relief from or
modifying the automatic stay under section 362 of the Bankruptcy
Code to allow a creditor to execute upon or enforce a lien or
security interest in any collateral that would have a material
adverse effect on the business, operations, property or assets of
the Debtor.
A final hearing to consider further approval of the use of Cash
Collateral on an interim basis is scheduled for May 6 at 10 a.m.
A copy of the Order is available at https://bit.ly/32IuSMj from
PacerMonitor.com.
About 96 Wythe Acquisition LLC
96 Wythe Acquisition LLC is a privately held company whose
principal property is located at 96 Wythe Ave, Brooklyn, NY 11249.
96 Wythe Acquisition sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on February 23,
2021. In the petition signed by David Goldwasser, chief
restructuring officer, the Debtor disclosed $0 in assets and
$79,990,206 in liabilities.
Judge Robert D. Drain oversees the case.
Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, is the
Debtor's counsel.
AEROCENTURY CORP: Hires B. Riley Securities as Investment Banker
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AeroCentury Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire B. Riley
Securities, Inc. as their investment banker.
The firm will render these services:
(a) assist the Debtors in the development and distribution of
selected information, documents and other materials, including, if
appropriate, advising the Debtors in the preparation of a
confidential information memorandum or materials used in connection
with any transactions;
(b) assist the Debtors in evaluating indications of interest
and proposals regarding any transactions from current or potential
lenders, equity investors, investors, acquirers, and strategic
partners;
(c) assist the Debtors in the negotiation of any transactions,
including participating in negotiations with creditors and other
potential parties involved in the transaction;
(d) provide expert advice and testimony regarding financial
matters related to any transactions, if necessary;
(e) attend meetings of the Debtors' board of directors,
creditor groups, official constituencies and other interested
parties;
(f) participate in negotiations regarding a transaction with
prospective interested parties; and
(g) provide other financial advisory and investment banking
services.
The firm will be paid as follows:
(a) A non-refundable initial fee in the amount of $50,000,
which the Debtors paid to B. Riley on March 10, 2021.
(b) A monthly fee in the amount of $50,000, which shall be
earned upon B. Riley's receipt thereof.
(c) A cash fee calculated according to the following schedule,
due and payable immediately upon the Debtors' emergence from
bankruptcy regardless of whether the party to such transaction was
identified by B. Riley, provided that the initial fee and monthly
fees shall be creditable against the success fee due to B. Riley:
i. For a sale transaction: $350,000
ii. For debt financing: 1.5% of the financing value.
iii. For equity financing: 3.0 of the financing value.
Adam Rosen, managing director at B. Riley, 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:
Adam Rosen
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
Phone: (212) 457-3300
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
AEROCENTURY CORP: Seeks to Hire BDO USA as Auditor
--------------------------------------------------
AeroCentury Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire BDO USA, LLP
as their auditor.
The firm will audit the Debtors' consolidated financial statements,
which are comprised of the consolidated balance sheet as of Dec.
31, 2020 and Dec. 31, 2021, statements of operations and
comprehensive loss or income, changes in equity, and cash flows.
BDO will be paid at these rates:
Partner $675 - $900 per hour
Director $600 - $675 per hour
Sr. Manager/Manager $450 - $550 per hour
Senior Associate $270 - $395 per hour
Associate $225 - $250 per hour
BDO received advance payments of $172,650 for the 2020 audit
services.
Bill Powell, a partner of BDO, disclosed in a court filing that the
firm is a "disinterested person" as defined by Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
William Bill Powell
BDO USA, LLP
515 South Flower Street, 47th Floor
Los Angeles, CA 90071
Phone: 310-557-0300
Fax: 310-557-1777
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
AEROCENTURY CORP: Seeks to Hire Kurtzman as Administrative Advisor
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AeroCentury Corp. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Kurtzman Carson
Consultants, LLC as its administrative advisor.
The firm's services include:
(a) assisting with, among other things, the preparation of the
Debtors' schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs;
(b) assisting with, among other things, solicitation,
balloting, tabulation and calculation of votes, as well as
preparing any appropriate reports required in furtherance of
confirmation of any Chapter 11 plan;
(c) generating an official ballot certification and
testifying, if necessary, in support of the ballot tabulation
results; and
(d) generating, providing and assisting with claims
objections, exhibits, claims reconciliation and related matters.
The retainer fee is $15,000.
Evan Gershbein, executive vice president of Kurtzman Carson,
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.
Kurtzman Carson can be reached at:
Evan Gershbein
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Phone: 310-823-9000
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
AEROCENTURY CORP: Seeks to Hire Morrison & Foerster as Legal Counsel
--------------------------------------------------------------------
AeroCentury Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Morrison &
Foerster LLP as their legal counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their business
and property;
b. attending meetings and negotiating with creditors and
parties in interest;
c. assisting the Debtors in connection with any potential
property dispositions, including the sale of substantially all of
the Debtors' assets;
d. advising the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements and related
transactions;
e. taking all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any actions commenced against the Debtors, and
representing the Debtors' interests in negotiations concerning all
significant litigation in which the Debtors are involved;
f. preparing legal papers;
g. acting on behalf of the Debtors to obtain approval of
solicitation procedures, disclosure statement and confirmation of a
Chapter 11 plan;
h. appearing before the bankruptcy court, any appellate
courts, and the United States Trustee for the District of
Delaware;
i. performing other necessary legal services for the Debtors
in connection with the cases, including (i) analyzing the Debtors'
leases and executory contracts and the assumption or assignment
thereof, (ii) analyzing the validity of liens against the Debtors,
and (iii) advising on corporate, litigation, and other legal
matters;
j. taking necessary steps to bring the cases to a conclusion;
and
k. advising the Debtors with respect to general corporate, SEC
reporting and SEC compliance matters.
Morrison & Foerster will be paid at these rates:
Partners $1,025 - $1,700 per hour
Of Counsel/Senior of counsel $750 - $1,650 per hour
Attorneys and Associates $585 - $1,000 per hour
Paraprofessionals $295 - $450 per hour
The Debtors made advance payments to Morrison & Foerster totaling
$195,100. They will also reimburse the firm for out-of-pocket
expenses incurred.
Lorenzo Marinuzzi, Esq., a partner at Morrison & Foerster,
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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Marinuzzi disclosed that:
-- Morrison & Foerster has not agreed to any variations from,
or alternatives to, its standard or customary billing arrangements
for this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Morrison & Foerster's billing rates and material financial
terms have not changed post-petition except that post-petition the
SEC reporting services will be billed at Morrison & Foerster's
standard hourly rates rather than on a fixed fee basis; and
-- The Debtors and Morrison & Foerster expect to develop a
prospective budget and staffing plan.
Morrison & Foerster may be reached at:
Lorenzo Marinuzzi, Esq.
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019
Phone: (212) 468-8045
Email: lmarinuzzi@mofo.com
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
AEROCENTURY CORP: Seeks to Hire Young Conaway as Co-Counsel
-----------------------------------------------------------
AeroCentury Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Young Conaway
Stargatt & Taylor, LLP to serve as co-counsel with Morrison &
Foerster, LLP, the other firm handling their Chapter 11 cases.
The firm's services include:
i. advising the Debtors regarding their powers and duties in
the continued operation of their business and management of their
property; advising the Debtors regarding local rules, practices and
procedures; and providing substantive and strategic advice on how
to accomplish the Debtors' goals in connection with the prosecution
of their Chapter 11 cases;
ii. pursuing the sale of the Debtors' assets and approval of
bid procedures;
iii. preparing legal papers;
iv. appearing in court; and
v. performing all other legal services necessary to administer
the cases.
The firm's hourly rates are as follows:
Joseph M. Barry, Partner $885
Ryan M. Bartley, Partner $735
Joseph M. Mulvihill, Associate $575
S. Alexander Faris, Associate $485
Heather Smillie, Law Clerk $400
Michelle Smith, Paralegal $310
Joseph Barry, Esq., a partner at Young Conaway, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Barry disclosed that:
-- Young Conaway has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Young Conaway was retained by the Debtors for restructuring
work pursuant to an engagement agreement dated July 14, 2020. The
billing rates and material terms of the pre-bankruptcy engagement
are the same as the rates post-petition, except that a customary
increase of hourly rates occurred on Jan. 1, 2021; and;
-- 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.
The firm can be reached through:
Joseph M. Barry, Esq.
Young Conaway Stargatt & Taylor, LLP
1000 N. King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Email: jbarry@ycst.com
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
AEROMEXICO: Intends to Slash $800 Mil. From Pre-Ch.11 Boeing Deal
-----------------------------------------------------------------
Law360 reports that Mexican airline Grupo Aeromexico SAB de CV
asked a New York bankruptcy court on Friday, April 23, 2021, for
permission to amend its pre-Chapter 11 petition agreement to
acquire Boeing planes in hopes of saving $800 million and staving
off potential lease rejection claims.
In a declaration, Aeromexico's restructuring adviser SkyWorks
Capital LLC said the revised agreement would reduce the number and
cost of aircraft purchases, paving the way for the airline to add
20 new Boeing 737 MAX airplanes with "attractive lease rates" to
the company's fleet. The Boeing deal, which was inked before the
COVID-19 pandemic all but grounded the airline industry.
About Grupo Aeromexico SAB
Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ --
is a holding company whose subsidiaries are engaged in commercial
aviation in Mexico and the promotion of passenger loyalty
programs.
Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as
counsel to the Debtors.
AESTHETIC FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Aesthetic Family Dentistry, LLC
1550 West Parks Highway
Wasilla, AK 99654
Business Description: Aesthetic Family Dentistry, LLC --
www.akdental.com -- operates a dental clinic
specializing in cosmetic dentistry, general
dentistry, invisalign, and emergency
dentistry.
Chapter 11 Petition Date: April 25, 2021
Court: United States Bankruptcy Court
District of Alaska
Case No.: 21-00083
Judge: Hon. Gary Spraker
Debtor's Counsel: David H. Bundy, Esq.
DAVID H. BUNDY, P.C.
721 Depot Drive
Anchorage, AK 99501
Tel: 907-248-8431
Fax: 907-248-8434
E-mail: dhb@alaska.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Allen Methven, the 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/FRW6PTY/Aesthetic_Family_Dentistry_LLC__akbke-21-00083__0001.0.pdf?mcid=tGE4TAMA
AIRWIRE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Airwire Technologies
9670 Gateway Drive
#250
Reno, NV 89521
Chapter 11 Petition Date: April 24, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-50314
Judge: Hon. Bruce T. Beesley
Debtor's Counsel: Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive
Suite 2100
Reno, NV 89511
Tel: 775-786-7600
Fax: 775-786-7764
E-mail: steve@harrislawreno.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Debashis Bagchi, president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YI62CFI/AIRWIRE_TECHNOLOGIES__nvbke-21-50314__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Amelio, A. Note $365,505
5955 Lake Geneva Drive
Reno, NV 89511
2. Berndt, R. Note $868,077
2250 Quarton Road
Bloomfield Hills, MI
48304
3. Cladianos, P. Note $135,923
50 Liberty Street
Ste. 950
Reno, NV 89501
4. Edelson, Harry Note $178,344
300 Tice Blvd.
Woodcliff Lake, NJ 07677
5. Geddes A. Note $102,695
227 Australian Ave.
Apt 4E
Palm Beach, FL 33480
6. Gonzalez, G. Wages $262,500
203 Parkhurst Lane
Allen, TX 75013
7. Google Inc. Dept. Goods/ $296,327
33654 Services
PO 3900
San Francisco, CA 94139
8. GSMA Goods/ $98,204
1000 Abernathy Road Services
Ste 450
Atlanta, GA 30328
9. IMB Corporation Goods/ $362,768
PO Box 676673 Services
Dallas, TX 75267
10. Law Office of Legal Services $318,853
Charles R. Zeh
50 W. Liberty Street
Ste 950
Reno, NV 89501
11. Matorell, J. Wages $946,130
9900 Wilbur May Parkway
Apt. 2704
Reno, NV 89521
12. Oberoi, A. Wages $311,000
330 Crescent
Village Circle
Suite 1345
San Jose, CA 95134
13. Sasken Comm Goods/ $438,659
Tech Fin Services
PO Box 29
Fin 69601
Kaustinen, Finland
14. Schroeder, M. Note $371,944
600 Fifth Avenue
South, Ste 210
Naples, FL 34102
15. Sequans Communications Goods/ $200,000
1-55 Blvd Services
Charles D Gaulle 927
Colombes, France
16. Smartcar, Inc. Goods/ $200,000
1001 N. Services
Rengstorff Ave
Ste 200
Mountain View, CA 94043
17. Subodh Saxena Goods/ $219,781
1305-6 Sevilla Services
Rahja Exoctica
Madh Island
Mumbai, 400061 India
18. Weatherfield, T. Note $82,872
1630 Lees Lane
Auburn, CA 95603
19. Wolf, F. Wages $262,500
7680 Soft Winds Drive
Reno, NV 89506
20. Woodman, D. Note $761,184
233 Mockingbird Trail
Palm Beach, FL 33480
ALLTRACON LLC: Wins Cash Collateral Access
------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, has authorized Alltracon LLC and Alltracon
Trucking, LLC to use cash collateral on a final basis to pay those
expenses enumerated in the Budget.
The Debtor asserts that without the use of Cash Collateral, it will
not have the funds necessary to pay expenses needed to manage and
preserve its assets during the initial stages of these bankruptcy
proceedings. The Debtor reserves all rights with respect to the
validity, extent, and priority of any security interests in and to
the Cash Collateral.
To ensure that The Huntington National Bank and Anchor Financial
Services, the Secured Lenders, are adequately protected against any
diminution in the value of the prepetition collateral as a result
of the Debtor's use of Cash Collateral, the Debtor will provide the
Secured Lenders with the payments of principal and interest as set
forth in its loan agreements as it was paying prior to the Petition
Date or as further set forth in the Order.
The Debtor will pay: (a) to AFS, the amount of $877.59, which
amount represents the principal and interest due under the AFS
prepetition loan agreement; and (b) to HNB, $500, which amount
includes $229.63, the interest and principal due under the HNB
prepetition loan agreement, plus an additional principal payment of
$270.37.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3nbIU2v from PacerMonitor.com.
The Debtor projects $72,000 total income for both the months of May
and June and total expenses of $52,619.59 for the month of May and
$52,620.59 for June.
About Alltracon
Alltracon LLC -- http://alltracon.com.-- is a structural steel
erector, steel fabricator, rigger and heavy machinery mover.
Alltracon and its affiliate, Alltracon Trucking LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case Nos. 21-50435 and 21-50436) on March 21, 2021. At the
time of filing, the Debtor had estimated assets of between $100,000
and $500,000 and liabilities of between $1 million and $10 million.
Judge Alan M. Koschik oversees the case.
Brouse McDowell, LPA is the Debtors' legal counsel.
ALLY FINANCIAL: Fitch Rates $1.35-Bil. Preferred Stock 'B+'
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to the $1.35 billion
4.7% preferred stock issued by Ally Financial Inc. (Ally). Ally has
a Long-Term Issuer Default Rating (IDR) of 'BBB-' with a Stable
Rating Outlook.
Proceeds from the issuance are expected to be used toward redeeming
a portion of the 8.125% Fixed Rate/Floating Rate Trust Preferred
Securities (TRUPs), Series 2 issued out of Ally's GMAC Capital
Trust I subsidiary. The preferred stock being issued is subordinate
to existing unsecured debt but senior to common shares.
Distributions, when and if declared by the board of directors, will
be payable quarterly at a fixed annual rate of 4.7%. Distributions
on the preferred shares are non-cumulative. The preferred shares
are perpetual in nature but may be redeemed at Ally's option on or
after May 15, 2026, subject to approval from the Federal Reserve.
KEY RATING DRIVERS
Ally's preferred stock issuance is 'B+', which is four notches
lower than Ally's Viability Rating (VR) of 'bbb-'. The preferred
stock rating reflects two notches for loss severity given the
securities' deep subordination in the capital structure, and two
notches for non-performance given that the coupon of the securities
is non-cumulative and fully discretionary.
RATING SENSITIVITIES
Ally's preferred stock rating is sensitive to changes in Ally's VR
and would be expected to move in tandem with any changes to the
VR.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A decline in Ally's stated CET1 ratio below 9% (reflecting the
regulatory deferral/phase-in of CECL effects) for several
quarters. An inability to maintain consistent operating
profitability, meaningful deterioration in asset quality
relative to peers, a sharp decline in Ally's deposit funding
mix, meaningfully weaker liquidity levels and an inability to
access the capital markets for funding on reasonable terms
could also yield negative rating actions.
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- Further diversification of Ally's revenue or a meaningful
improvement in core profitability, without significantly
altering Ally's risk profile, asset quality and/or earnings
volatility. Positive ratings momentum could also be driven by
Ally's ability to demonstrate stable credit performance
through a normal credit cycle given the meaningful shift in
its auto loan portfolio composition since the global financial
crisis.
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.
AUTO RECYCLERS: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: Auto Recyclers Holding Company I, LLC
1400 Sycamore Avenue
Buena Vista, VA 24416
Chapter 11 Petition Date: April 26, 2021
Court: United States Bankruptcy Court
Western District of Virginia
Case No.: 21-50226
Judge: Hon. Paul M. Black
Debtor's Counsel: Michael E. Hastings, Esq.
WOODS ROGERS PLC
10 S. Jefferson Street, Suite 1400
Roanoke, VA 24011
Tel: 540-983-7568
Fax: 540-322-3417
Email: mhastings@woodsrogers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul G. Palma, sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5UZVKDI/Auto_Recyclers_Holding_Company__vawbke-21-50226__0001.0.pdf?mcid=tGE4TAMA
AZURRX BIOPHARMA: Widens Net Loss to $32.7 Million in 2020
----------------------------------------------------------
Azurrx Biopharma, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$32.67 million for the year ended Dec. 31, 2020, compared to a net
loss of $15.18 million for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $12.92 million in total
assets, $15.56 million in total liabilities, and a total
stockholders' deficit of $2.64 million.
New York-based Mazars USA LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated March
31, 2021, citing that the Company has incurred significant
operating losses and negative cash flows from operations since
inception. The Company also had an accumulated deficit of
approximately $95.4 million at Dec. 31, 2020. The Company is
dependent on obtaining necessary funding from outside sources,
including obtaining additional funding from the sale of securities
in order to continue their operations. These conditions raise
substantial doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1604191/000165495421003659/azrx10k_dec312020.htm
About Azurrx
Headquartered in Delray Beach, Florida, Azurrx Biopharma, Inc. --
www.azurrx.com -- is engaged in the research and development of
targeted, non-systemic therapies for the treatment of patients with
gastrointestinal diseases. Non-systemic therapies are
non-absorbable drugs that act locally, i.e. in the intestinal
lumen, skin or mucosa, without reaching an individual's systemic
circulation.
BLESSINGS INC: Wins Cash Collateral Access Thru June 18
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
authorized Blessings, Inc. to use cash collateral on an interim
basis through June 18, 2021, in accordance with the budget.
The Debtor is authorized to use cash collateral to pay: (1) the
amounts expressly authorized by the Court as contained in the
Revised Budget; (2) the current and necessary expenses set forth in
the Revised Budget.
With respect to the secured loan from SMS Financial Strategic
Investments, LLC, the Debtor will pay to SMS Financial as adequate
protection payments the sum of $9,124 interest and $7,000 in tax
impound payments per month for the term of the Interim Order or up
on further order of the Court.
Without written consent of SMS Financial, the Debtor is prohibited
from paying any sum not set forth in the attached Budget, other
than amounts that are necessary in case of emergency.
During the pendency of the case, the Debtor will not engage in any
borrowings or use of Cash Collateral other than as permitted,
agreed to in writing between SMS Financial and the Debtor, or upon
approval of the Bankruptcy Court.
SMS Financial will retain its pre-petition liens on its collateral
without change to the scope of the lien or priority, thus
preserving SMS' lien position notwithstanding the bankruptcy
filing.
A copy of the order and the Debtor's three-month budget is
available for free at https://bit.ly/3xbZrb8 from
PacerMonitor.com.
The Debtor projects total expenses of $17,010 and total cash
receipts of $53,750 for May 2021, total expenses of $15,230 and
total cash receipts of $61,250 for June 2021, and total expenses of
$23,002 and total cash receipts of $88,750 for July 2021.
About Blessings Inc.
Blessings, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on
Sept. 24, 2020. The petition was signed by David Mayorquin,
president and chief executive officer. At the time of filing, the
Debtor disclosed $3,889,514 in assets and $6,770,256 in
liabilities.
Judge Scott H. Gan oversees the case.
When it filed for bankruptcy, the Debtor tapped Smith & Smith PLLC
and Burch & Cracchiolo, P.A. as its bankruptcy counsel. Lang &
Klain, P.C. serves as special counsel.
SMS Financial Strategic Investments, LLC, as creditor, is
represented by Robert L. Stewart, Jr., Esq. at ROBERT STEWART LAW,
P.C.
BOY SCOUTS OF AMERICA: Abuse Survivors Seek to Forge Ch. 11 Plan
----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that sexual abuse survivors seek
shot to forge the bankruptcy plan of the Boy Scouts of America.
The Boy Scouts of America’s sexual abuse claimants asked a judge
to remove the organization's right to steer its course out of
bankruptcy, accusing it of shortchanging victims and capitulating
to its insurance providers.
The Coalition of Abused Scouts for Justice -- a group of more than
11,000 men with sexual abuse claims against the Boy Scouts -- on
Thursday urged the U.S. Bankruptcy Court for the District of
Delaware to strip away the non-profit's exclusive right to propose
a Chapter 11 plan.
The Boy Scouts has spent over $100 million on professional fees
during its 14 months in bankruptcy.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
February 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRECKENRIDGE HILLS: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: Breckenridge Hills Fuel, LLC
2009 Agape St.
Arnold, MO 63010
Chapter 11 Petition Date: April 25, 2021
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 21-41572
Judge: Hon. Bonnie L. Clair
Debtor's Counsel: Angela Redden-Jansen, Esq.
ANGELA REDDEN-JANSEN
3350 Greenwood Blvd
Saint Louis, MO 63143
Tel: 314-645-5900
Fax: 314-754-8104
E-mail: amredden@swbell.net
Total Assets: $0
Total Liabilities: $1,472,413
The petition was signed by Milapkumar P. Patel, member/manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/2BVHOQY/Breckenridge_Hills_Fuel_LLC__moebke-21-41572__0001.0.pdf?mcid=tGE4TAMA
BROOKLYN IMMUNOTHERAPEUTICS: Dismisses Baker Tilly as Accountant
----------------------------------------------------------------
The audit committee of the board of directors of Brooklyn
Immunotherapeutics, Inc. dismissed Baker Tilly US, LLP as the
Company's independent registered public accounting firm. "Baker
Tilly" includes Squar Milner LLP prior to its combination with
Baker Tilly US, LLP effective Nov. 1, 2020.
The reports of Baker Tilly on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2020 and 2019 did
not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, except that each such report included an
explanatory paragraph relating to the Company's ability to continue
as a going concern.
The Company said that during the fiscal years ended Dec. 31, 2020
and 2019 and in the subsequent interim period through April 21,
2021, there were (a) no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) with
Baker Tilly on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
that, if not resolved to the satisfaction of Baker Tilly, would
have caused Baker Tilly to make reference thereto in its reports on
the consolidated financial statements for such fiscal years and (b)
no "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K).
About Brooklyn ImmunoTherapeutics
Brooklyn (formerly NTN Buzztime, Inc.) is focused on exploring the
role that cytokine-based therapy can have in treating patients with
cancer, both as a single agent and in combination with other
anti-cancer therapies. The company is also exploring opportunities
to advance therapies using leading edge gene editing/cell therapy
technology through its option agreement with Factor
Bioscience/Novellus. Brooklyn's most advanced program is studying
the safety and efficacy of IRX-2 in patients with head and neck
cancer. In a Phase 2A clinical trial in head and neck cancer,
IRX-2 demonstrated an overall survival benefit. Additional studies
are either underway or planned in other solid tumor cancer
indications.
NTN Buzztime reported a net loss of $4.41 million for the year
ended Dec. 31, 2020, compared to a net loss of $2.05 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$3.74 million in total assets, $2.89 million in total liabilities,
and $851,000 in total shareholders' equity.
San Diego, California-based Baker Tilly US, LLP, the Company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 11, 2021, citing that the Company incurred a
significant net loss for the year ended Dec. 31, 2020 and as of
Dec. 31, 2020 had a negative working capital balance, and does not
expect to have sufficient cash or working capital resources to fund
operations for the twelve-month period subsequent to the issuance
date of these financial statements. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
BYRNA TECHNOLOGIES: Incurs $12.6 Million Net Loss in Fiscal 2020
----------------------------------------------------------------
Byrna Technologies Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$12.55 million on $16.57 million of net revenue for the year ended
Nov. 30, 2020, compared to a net loss of $4.41 million on $924,419
of net revenue for the year ended Nov. 30, 2019.
As of Nov. 30, 2020, the Company had $21.22 million in total
assets, $12.81 million in total liabilities, and $8.41 million in
total stockholders' equity.
Cash and restricted cash as of Nov. 30, 2020 was approximately $9.7
million, an increase of approximately $8.5 million from the balance
as of Nov. 30, 2019 of $1.2 million. Approximately $6.4 million of
the cash on hand at year end was restricted due to holds placed on
its use by the Company's merchant services vendor pending
fulfillment of backorders prepaid by credit cards.
Despite a net loss of $12.6 million for the year ended Nov. 30,
2020, operating activities provided $2.5 million of net cash
because the loss was driven by $10.4 million of non-cash expenses
including $1.3 million stock-based compensation expense, $0.8
million accretion of debt discounts, $6.0 million loss on
extinguishment of debt, $0.8 million warrant inducement, $0.4
million issuance of stock for services and $0.2 million
depreciation and amortization expense. Moreover, restricted cash
increased due to the $4.9 million increase in deferred revenue.
The rapid growth of the Company's operations increased working
capital balances but increases in accounts receivable, prepaid
expenses and inventory were offset by increases in accounts payable
and other liabilities such that the net change in these working
capital balances added $0.3 million to cash.
The $2.6 million of cash provided by operating activities for the
year ended Nov. 30, 2020 was offset by use $2.0 invested in
business assets including $1.4 million for property and equipment,
$0.5 million for the acquisition of Roboro and $0.1 million for the
acquisition of patent rights.
Financing activities provided $7.8 million of the increase in cash
for the year ended Nov. 30, 2020. This included $7.2 million from
the exercise of warrants, $0.5 million reduction of the purchase
price of Roboro in exchange for common stock, $0.2 million proceeds
from the Paycheck Protection Program loan offset by $0.1 million
from repayment of notes payable. Management believes that
increasing cash provided by operations due to the significant
increases in revenue, and production levels, order fulfillment, and
reduction of material restrictions or limits on cash by its credit
card processors, together with the availability of a new $6.5
million credit facility consisting of a $5 million revolving line
of credit and a $1.5 million equipment line of credit closed
subsequent to the year-end will be adequate to provide for its
liquidity requirements.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1354866/000138713121002902/byrn-10k_113020.htm
About Byrna Technologies
Headquartered in Byrna Technologies Inc. -- www.byrna.com -- is a
less-lethal defense technology company, specializing in innovative
next generation solutions for security situations that do not
require the use of lethal force. Its primary focus is its Byrna
line of products, launched in 2019, which the Company sells
directly to U.S. consumers through its Byrna e-commerce site, as
well as to dealers and distributors primarily in the United States
and South Africa.
The Company reported a net loss of $2.15 million for the fiscal
year ended Nov. 30, 2018 following a net loss of $2.8 million for
the fiscal year ended Nov. 30, 2017.
BYRNA TECHNOLOGIES: Incurs $272K Net Loss in First Quarter
----------------------------------------------------------
Byrna Technologies Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $272,000 on $8.89 million of net revenue for the three months
ended Feb. 28, 2021, compared to a net loss of $2.28 million on
$149,000 of net revenue for the three months ended Feb. 29, 2020.
As of Feb. 28, 2021, the Company had $17.52 million in total
assets, $8.48 million in total liabilities, and $9.04 million in
total stockholders' equity.
Byrna said, "The full impact of the COVID-19 outbreak continues to
evolve as of the date of this report. As such, it is uncertain as
to the full magnitude that the pandemic may have on the Company's
financial condition, liquidity, and future results of operations.
Management is actively monitoring the impact of the global
situation on its financial condition, liquidity, operations,
suppliers, industry, and workforce. Given the daily evolution of
the COVID-19 outbreak and the global responses to curb its spread,
the Company is not able to estimate the effects of the COVID-19
outbreak on its results of operations, financial condition, or
liquidity for fiscal year 2021."
"The Company faces various risks related to COVID-19 outbreak. The
Company is dependent on its workforce to deliver its products. If
significant portions of the Company's workforce are unable to work
effectively, or if customers' operations are curtailed due to
illness, quarantines, government actions, facility closures, or
other restrictions in connection with the COVID-19 pandemic, the
Company's operations will likely be impacted. The Company may be
unable to perform fully on its contracts and costs may increase as
a result of the COVID-19 outbreak. These cost increases may not be
fully recoverable or adequately covered by insurance. Since the
COVID-19 outbreak began, no facilities have been fully shut down.
Certain of the Company's vendors may be unable to deliver materials
on time due to the COVID-19 outbreak. Such delays may negatively
impact the Company's production, and the Company plans to continue
to monitor these and its other vendors and, if necessary, seek
alternative suppliers."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1354866/000138713121004346/byrn-10q_022821.htm
About Byrna Technologies
Headquartered in Byrna Technologies Inc. -- www.byrna.com -- is a
less-lethal defense technology company, specializing in innovative
next generation solutions for security situations that do not
require the use of lethal force. Its primary focus is its Byrna
line of products, launched in 2019, which the Company sells
directly to U.S. consumers through its Byrna e-commerce site, as
well as to dealers and distributors primarily in the United States
and South Africa.
Byrna Technologies reported a net loss of $12.55 million for the
year ended Nov. 30, 2020, a net loss of $4.41 million for the year
ended Nov. 30, 2019, a net loss of $2.15 million for the fiscal
year ended Nov. 30, 2018, and a net loss of $2.8 million for the
fiscal year ended Nov. 30, 2017. As of Nov. 30, 2020, the Company
had $21.22 million in total assets, $12.81 million in total
liabilities, and $8.41 million in total stockholders' equity.
BYRNA TECHNOLOGIES: To Convert Preferred Shares to Common Shares
----------------------------------------------------------------
Effective April 15, 2021, Byrna Technologies, Inc. and the holders
of Series A Convertible Preferred Stock, par value $0.001 per
share, agreed to convert all outstanding shares of Series A Stock
into Common Stock of the Company in accordance with the Certificate
of Designation of the Series A Stock. The Series A Stock and all
accrued dividends thereon were converted into shares of Common
Stock of the Company at the conversion rate equal to the quotient
obtained by dividing the original issue price of each share of
Series A Stock ($5,000), plus an amount equal to all accrued but
unpaid dividends thereon, by $0.15. Following the conversion, the
Company expects to have issued and outstanding an aggregate of
approximately 205,311,885 shares of Common Stock and no shares of
Series A Stock.
About Byrna Technologies
Headquartered in Byrna Technologies Inc. -- www.byrna.com -- is a
less-lethal defense technology company, specializing in innovative
next generation solutions for security situations that do not
require the use of lethal force. Its primary focus is its Byrna
line of products, launched in 2019, which the Company sells
directly to U.S. consumers through its Byrna e-commerce site, as
well as to dealers and distributors primarily in the United States
and South Africa.
Byrna Technologies reported a net loss of $12.55 million for the
year ended Nov. 30, 2020, a net loss of $4.41 million for the year
ended Nov. 30, 2019, a net loss of $2.15 million for the fiscal
year ended Nov. 30, 2018, and a net loss of $2.8 million for the
fiscal year ended Nov. 30, 2017. As of Nov. 30, 2020, the Company
had $21.22 million in total assets, $12.81 million in total
liabilities, and $8.41 million in total stockholders' equity.
CANNTRUST HOLDINGS: Files Plan of Arrangement in CCAA Case
----------------------------------------------------------
CannTrust Holdings Inc., CannTrust Inc. and Elmcliffe Investments
Inc. filed a plan of compromise, arrangement and reorganization
under the Companies' Creditors Arrangement Act and obtained an
order directing them to conduct meetings of their creditors to vote
on the CCAA Plan.
The CCAA plan contemplates the compromise of all affected claims
and will effect a release and discharge of all affected claims and
released claims. The meetings have been scheduled on May 28,
2021:
-- Class of General unsecured Creditors of
CannTrust Holdings Inc. 11:00 a.m. ET
-- Class of General Unsecured Creditors of
Elmcliffe Investments Inc. 11:30 a.m.
ET
-- Class of General Unsecured Creditors of
CannTrust Inc. 12:00 p.m.
ET
-- Class of Securities Claimants 2:00 p.m.
ET
The Monitor will provide the videoconference details for the
applicable meeting to (i) each affected creditors that files a
proxy in accordance with the meeting order and their proxies, and
(ii) each affected creditor that otherwise notifies the monitor of
its intention to attend that meeting, in each case provided that
the affected creditor is entitled to attend that meeting.
If you have a securities claim and you do not want the CCAA
representatives to file a proof of claim on you behalf and act as
your proxy for voting purposes, you must complete the securities
claimant opt out election and deliver it to the monitor by no later
than 5:00 p.m. (Toronto Time) on May 12, 2021. You must also
complete certain other steps as set out in the notice to securities
claimants. Whether you complete these steps, or not, will not
affect any distributions that you may be entitled to pursuant to
the CCAA plan.
Any proxy, including the election notice, where applicable, must be
delivered to the monitor so that it is received by no later than
5:00 p.m. (Toronto Time) on May 25, 2021.
Copies of the CCAA Plan, the meeting order, the GUC meeting
materials and securities claimant meeting materials, including
proxies and other forms, and other information is available on the
monitor's website at https://www.ey.com/ca/canntrust or contact the
monitor at Tel: 416-943-2091 or 1-855-224-0800 or by email at
canntrust.monitor@ca.ey.com.
Further information, contact CCAA Canadian Representative Counsel,
CCAA U.S. Representative Counsel or the Monitor:
a) CCAA Canadian Representative Counsel:
A. Dimitri Lascaris Law Professional Corporation.
Henein Hustchinson LLP, Kalloghlian Myers LLP and
Strosberg Sasso Sutts LLP
Tel: 519-561-6296
E-mail: canntrust@strosbergco.com
b) CCAA U.S. Representative Counsel:
Weisz Fell Kour LLP
Tel: 416-613-8281
E-mail: sweisz@wfklaw.ca
Labaton Sucharow LLP
Tel: 212-907-0859
Email: jjohnson@labaton.com
c) Monitor:
Ernst & Young Inc.
Tel: 1-855-224-0800
Tel: 416-943-2091
Fax: 416-943-3300
E-mail: CannTrust.Monitor@ca.ey.com
The Ontario Superior Court of Justice has granted orders that,
amongst other things extended the Stay Period to April 30, 2021.
About CannTrust Holdings
CannTrust Holdings Inc. -- https://www.canntrust.ca/ -- operates as
a pharmaceutical company. The Company develops and produces medical
cannabis for health care sectors. CannTrust also supports ongoing
patient education. CannTrust serves patients in Canada.
CannTrust Holdings Inc. in April 2020 commenced with the Ontario
Superior Court of Justice (Commercial List) proceedings under the
Companies' Creditors Arrangement Act (Canada). CannTrust was
selected Ernst & Young Inc. as monitor in the CCAA proceedings.
The Ontario Court granted an order staying creditors of CannTrust,
CannTrust Inc., CTI Holdings (Osoyoos) Inc., and Elmcliffe
Investments Inc., as well as the plaintiffs in the putative class
actions and other litigation brought against the Companies, from
enforcing their claims.
CannTrust remains under CCAA protection.
CAPARRA HILLS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Caparra Hills, LLC's Long-Term Issuer
Default Rating (IDR) at 'B+' and senior secured debt at 'BB'/'RR2'.
The Rating Outlook is Stable.
The 'B+' IDR reflects Caparra Hills' limited property
diversification, small size, significant tenant concentration, and
contract maturity risk. Fitch expects net leverage to remain high
in fiscal 2021, as the company continues to replace gross leasable
area (GLA) vacated and downsized by key tenants. Caparra Hills'
notes have been notched up to 'BB' to reflect strong recovery
prospects in the event of a default. The company's loan-to-value
(LTV) ratio, based on Fitch's estimates, is estimated to be around
75%.
The Stable Rating Outlook reflects Fitch's expectation that Caparra
Hills will be able to renew a significant portion of upcoming
contracts due to expire over the next 12 months, and keep vacancy
relatively stable.
KEY RATING DRIVERS
Short Term Leverage to Remain High: Caparra's fiscal 2020 total net
debt/EBITDA and gross debt/EBITDA increased to 7.8x and 8.1x,
respectively, mainly due to increased vacancy, delays in rent
collections, and a slightly lower EBITDA margin. Leverage will
remain elevated fiscal 2021, but should gradually improve beginning
in fiscal 2022 on the back of revenues from new tenants, slightly
improved EBITDA margins and lower capex requirements.
Caparra had USD49.6 million of total debt as of Dec. 31, 2020,
which was composed entirely of secured bonds that require
approximately USD5.1 million of annual debt service (interest and
principal). Net Leverage was 8.5x as of LTM Dec. 31, 2020 as a
result of increasing vacancy rates and delays in some collections
during 2020. Fitch's net leverage calculation excludes cash held in
Caparra's debt service reserve, which holds USD9.3 million and
covers roughly 20 months of debt service.
High Tenant Concentration: Current levels of counterparty
concentration will continue to improve as the company continues to
renew or replace key tenants. As of Dec. 30, 2020, Caparra's total
occupancy rate was 86.3%, of which about 54% was occupied by 10
major tenants (down from a peak of over 60%). T-Mobile Center,
where Caparra offers net rentable space of 207,140 sf. has an
occupancy rate of 83%, of which 62% is occupied by key tenants that
lease over 10,000 sf. Tenant concentration has been slowly
improving as the company has been replacing GLA vacated by a few
large individual tenants with multiple tenants.
Good Track Record of Renewals: Our rating case incorporates
occupancy to remain stable around 85% over the medium term.
Contract maturity risk is viewed as high, as 35.5% of rents are set
to expire within 12 months of Dec. 31, 2020. Mitigating this risk
is Caparra's solid track record of renewals in Puerto Rico's
subdued business and economic environment. The company should be
able to renew a significant portion of these upcoming maturities
over the next year, as well as replace any vacated space. T-Mobile
Center's classification as a Class-A building in Puerto Rico,
highlighted by its solid location in Guaynabo, is viewed as a
positive by prospective tenants.
Secured Bond Enhances Recovery Prospects: The 'BB' rating on the
secured bonds positively incorporates the collateral support
included in the transaction structure. Bond payments are secured by
a first mortgage on the company's real estate properties and the
assignment of leases. The secured bonds are payable solely from
payments made to the Puerto Rico Industrial, Tourist, Educational,
Medical and Environmental Control Facilities Financing Authority
(AFICA) by Caparra.
AFICA serves solely as an issuing conduit for local qualified
borrowers for the purpose of issuing bonds pursuant to a trust
agreement between AFICA and the trustee. The secured bonds are not
guaranteed by AFICA, do not constitute a charge against the general
credit of AFICA, and do not constitute an indebtedness of the
Commonwealth of Puerto Rico or any of its political subdivisions.
Weak Operating Environment: Economic conditions in Puerto Rico
continue remain challenging. Caparra's small size and lack of
geographic diversification makes it highly exposed to Puerto Rico's
struggling economy, which has resulted in high unemployment rates
and increased migration from the island. Despite the company's
relatively stable performance in Puerto Rico, these factors have
the potential to erode appraisal values and negatively affect lease
rates and renewals. Solid property location within Guaynabo
partially mitigates this risk.
Recovery Rating Assumptions: Fitch's recovery analysis assumes that
Caparra Hills, LLC would be considered a going-concern in
bankruptcy, and that the company would be reorganized rather than
liquidated. A going-concern EBITDA of USD4.9 million has been used
in our analysis and an EV multiple of 8.0x. We calculate a recovery
for the senior secured debt to be in the 71%-90% range based on a
waterfall approach. As a result, Caparra's senior secured debt
rating is 'BB'/'RR2'.
DERIVATION SUMMARY
Caparra's 'B+' rating reflects its property portfolio, which is in
line with the 'B' rating category, due to the limited property
diversification and rental income risk profile. Expected occupancy
of 85% for fiscal 2021 is in line with the 'B' rating category of
85% on average for the sector. The company's business is exposed to
a riskier operating environment compared to U.S. peers, as Caparra
is dependent on the fragile Puerto Rican economy, and operates on a
relatively small scale. However, the company has shown resilience
in its performance with consistent EBITDA margins over 60%, which
is in line with 'BB' rated peers.
The company's high single asset concentration and small size is in
line with the 'B' rating category. When comparing property
portfolio and size to a higher rated peer, such as Mack-Cali Realty
Corporation
(BB-/Negative), Caparra's limited diversification and small size
compares unfavorably. Mack-Cali, which operates on a slightly
larger scale, owns a portfolio primarily comprised of metro and
suburban New Jersey office assets and, to a lesser extent,
multifamily properties. Caparra's consistently positive FCF over
the last few years and adequate liquidity justify its higher rating
compared to General Shopping e Outlets do Brasil S.A. (CCC-).
Caparra's notes have been notched up to 'BB' to reflect strong
recovery prospects in the event of a default. The company's LTV,
based on Fitch's estimates, is estimated at around 75%. The LTV is
consistent with peers rated in the 'B' category.
KEY ASSUMPTIONS
-- Fiscal 2021 revenues to decline by a mid-single digit
percentage due to increased vacancy;
-- Occupancy to remain stable around 85% over the medium term;
-- Slightly lower EBITDA margin in fiscal 2021 due to impact of
shutdowns and remote-working;
-- Average FCF of USD1 million over the medium term due to lower
capex requirements.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- Lower business risks in terms of contract maturity schedule,
concentration risk while improving cash flow generation
resulting in lower net leverage of about 6.5x and loan to
value of 60% could trigger a positive rating action.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A downgrade could be triggered due to a lack of a rapid
improvement of the company's vacancy rates, contract maturity
schedule coupled with declining cash flow generation, measured
as EBITDA, resulting in sustained net leverage above 8.5x.
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
Adequate Liquidity: Caparra's liquidity is supported by its USD2.9
million cash position and unused
USD1 million unsecured line of credit. The company also maintains a
debt service reserve fund of approximately USD9.3 million, held by
the trustee, covering approximately 20 months of debt service
(interest and principal). As of Dec. 31, 2020, Caparra's short-term
debt obligation was USD1.9 million. FCF as of fiscal 2020 was USD
579 million. FCF is expected to be relatively stable in fiscal
2021, backed by lower capex requirements and offset by minor delays
in rent collections.
ESG CONSIDERATIONS
Caparra Hills, LLC has an ESG Score of '4' for Exposure to
Environmental Impacts, owing to its presence in a hurricane-prone
region.
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.
CASTEX ENERGY: Fine-Tunes Plan; May 27 Plan Confirmation Hearing
----------------------------------------------------------------
Castex Energy 2005 Holdco, LLC, et al., submitted a Second Amended
Disclosure Statement in support of the Second Joint Chapter 11 Plan
dated April 22, 2021.
Under the terms of the Talos PSA and Talos Escrow Agreement, the
Escrowed Talos Shares are to be held in escrow for a period of at
least twelve months after the August 5, 2020 closing date of the
Talos Sale (the "Closing Date")—i.e., until at least August 5,
2021 (the "Escrow Period"); provided, however, that if the
Retained Dispute has not reached the Final Retained Dispute
Resolution at least 15 days prior to August 5, 2021, then the
Escrow Period is automatically extended until the earlier of: (x)
fifteen days following the occurrence of the Final Retained Dispute
Resolution and (y) the date that is eighteen months after the
Closing Date i.e., February 5, 2022.
Upon expiration of the Escrow Period, the Escrow Agent is required
to retain in escrow a portion of the Escrowed Talos Shares with a
value equal to the aggregate amount of all unsatisfied and/or
unresolved claims (including indemnification claims), disputed
amounts, or Damages asserted by Talos under the Talos PSA before
expiration of the Escrow Period, until such matters are finally
resolved. To date, the Debtors are not aware of any demands from
Talos for indemnification under the Talos PSA.
Talos Production Inc. and Talos Energy, Inc. assert that it is
unlikely the Escrowed Talos Shares could become available to the
Debtors, if at all, until sometime after February 5, 2022.
The Second Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Each Holder of an Allowed General Unsecured Claims will
receive, in full and final satisfaction of such Allowed General
Unsecured Claim, a Pro Rata Share of interests in the Liquidating
Trust; provided, that solely in the event Class 4 votes to accept
the Plan, then the Pro Rata Share of the Liquidating Trust
interests allocable to the Deficiency Claims shall not be
distributed to the Prepetition Lenders but shall instead be
re-allocated to all Holders of Allowed General Unsecured Claims
other than the Prepetition Lenders.
* Existing Interests will be cancelled, released, and
extinguished and will be of no further force or effect, whether
surrendered for cancellation or otherwise, and each Holder of an
Existing Interest will receive no recovery.
Plan Distributions of Cash shall be funded solely from the Debtors'
Cash on hand as of the Effective Date and not from other sources,
including, for the avoidance of doubt, any Talos Shares, proceeds
of, or recoveries on account of, the Apache Claims, or Cash
constituting the Secured Cash Amount transferred to Lender NewCo.
The Bankruptcy Court has scheduled a Confirmation Hearing to
consider Confirmation of the Plan for May 27, 2021 at 9:30 a.m., at
the courtroom of the Honorable Marvin Isgur, United States
Bankruptcy Court, 515 Rusk, Courtroom No. 404, Houston, Texas
77002.
Any objection to Confirmation of the Plan must be filed and served
in accordance with the Bankruptcy Rules and Bankruptcy Local Rules
for the Southern District of Texas no later than May 20, 2021. In
order to be counted, Ballots must be duly completed, executed and
received no later than May 20, 2021.
Attorneys for the Debtors:
Matthew S. Okin
David L. Curry, Jr.
Ryan A. O'Connor
Johnie A. Maraist
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: mokin@okinadams.com
E-mail: dcurry@okinadams.com
E-mail: roconnor@okinadams.com
E-mail: jmaraist@okinadams.com
About Castex Energy 2005 Holdco
Castex Energy Partners, L.P., and its affiliates are engaged in the
exploration, development, production and acquisition of oil and
natural gas properties located in the Gulf of Mexico, state waters
of Louisiana, onshore Louisiana, and onshore Texas.
Castex owns interests in approximately 182 oil, gas, and related
wells, and have estimated proven reserves of 2.3 MMBO (oil and gas
condensate) and 4 BCFE (natural gas). It is also a party to
numerous joint operating agreements, joint development agreements,
exploration agreements, and area of mutual interest agreements, and
own interests in certain fee lands.
Castex Energy Partners, L.P., along with 5 affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in
Houston, on Oct. 16, 2017, after reaching terms with lenders of a
restructuring plan that would convert debt into equity. The Plan,
which granted 100% of the equity to holders of RBL secured claims
totaling $400 million, was confirmed Feb. 28, 2018, and Castex
emerged from bankruptcy in March 2018.
On Feb. 26, 2021, Castex Energy Partners, LLC, along with three
affiliates, including Castex Offshore, Inc., returned to Chapter 11
bankruptcy. The lead case is In re Castex Energy 2005 Holdco, LLC
(Bankr. S.D. Tex. Case No. 21-30710).
Castex Energy Partners estimated assets and debt of $100 million to
$500 million as of the bankruptcy filing.
The Hon. David R. Jones oversees the present case.
In the prior case, the Debtors tapped Kelly Hart & Pitre, as
counsel; Paul Hastings LLP, as special counsel; and Alvarez &
Marsal North America, LLC, as restructuring advisor.
In the recent case, the Debtors tapped OKIN ADAMS LLP as general
bankruptcy counsel; and THE CLARO GROUP, LLC, as financial advisor.
THOMPSON & KNIGHT LLP is the special counsel & conflicts counsel.
DONLIN, RECANO & COMPANY, INC., is the claims agent.
CHINA FISHERY: Burlingon and Monarch Soliciting Votes on Plan
-------------------------------------------------------------
Creditor plan proponents Burlington Loan Management DAC and Monarch
Alternative Capital LP filed a solicitation version of their
proposed Plan of Reorganization and Disclosure Statement for CFG
Peru Investments PTE. LTD. (Singapore), and Smart Group Limited
(Cayman) and China Fishery Group Limited (Cayman).
The deadline to vote on the Plan is May 28, 2021, at 4:00 p.m.
(prevailing Eastern time). The deadline to object to the Plan is
May 28, 2021, at 4:00 p.m. (prevailing Eastern time).
Class 3 Senior Notes Claims, Class 4 General Unsecured Claims,
Class 5 BANA-CFG Peru Claims (against BANA-CFG Peru), and Class 6
Club Facility Subordination Claims (against Smart Group) are
entitled to vote on the Plan.
The Confirmation Hearing shall commence at 11:00 a.m., prevailing
Eastern Time, on June 9, 2021; provided, however, if, prior to
12:00 p.m., prevailing Eastern Time, on June 2, 2021, the Chapter
11 Trustee provides Houlihan Lokey, Inc., with copies of
non-binding indications of interest (if any) on the sale of the
CFGI equity interests and any related materials submitted by
potentially interested parties (including, to the extent submitted
by such interested parties, anticipated timing to closing,
transaction structure, key terms and conditions, and outstanding
authorization/approvals), the Confirmation Hearing shall commence
at 11:00 a.m., prevailing Eastern Time, on June 29, 2021. The
Confirmation Hearing may be adjourned from time to time without
further notice.
In December 2020, the Ad Hoc Group presented a proposed
restructuring support agreement to the Chapter 11 Trustee that
contemplated the provision of a new money financing facility to the
CF Group and an exchange of the Club Facility and Senior Notes for
new notes and equity in CFGI. This proposal also was not accepted
by the Chapter 11 Trustee.
Over the past several months, the Creditor Plan Proponents and
their advisors have engaged in extensive diligence and negotiation
regarding a potential restructuring transaction. The Creditor Plan
Proponents' efforts have borne fruit. 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 (as defined
in the Restructuring Support Agreement) 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.
The material terms of the Plan are as follows:
* Each Allowed Administrative Claim, Secured Claim, and Other
Priority Claim will be paid in full in Cash or receive such other
treatment that renders such Claim Unimpaired;
* Each Allowed Priority Tax Claim shall be treated in accordance
with the terms set forth in Section 1129(a)(9)(C) of the Bankruptcy
Code;
* Chapter 11 Trustee Fee Claims shall be paid in the amount
Allowed by the Bankruptcy Court;
* Each Allowed Superpriority Loan Claim shall be set off,
capitalized, forgiven, or such other similar or equivalent
mechanisms as required in a specific jurisdiction pursuant to the
Superpriority Loan Settlement Order; provided that the Plan
Administrator is authorized to cause SFR to transfer proceeds from
the sale of non-core assets listed in the First and Second Non-Core
Asset Sales Procedures Motions either directly or indirectly to CFG
Peru to effectuate the SFR Distributions contemplated under the
Plan promptly following the Confirmation Date;
* Each Holder of an Allowed Senior Notes Claim shall receive the
distributions to such Holder pursuant to the UK Proceeding and/or
Singapore Scheme. Except as provided in Article IV.S of the Plan,
on the Effective Date, all of the Senior Notes will be canceled 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;
* Unless otherwise provided for under the Plan, each Holder of
an Allowed General Unsecured Claim shall receive its pro-rata share
of the Wind-Down Trust Interests;
* Each Holder of the BANA-CFG Peru Claim shall receive its
pro-rata share of $30,998,084 in cash, which cash shall be remitted
by NewCo or the Peruvian OpCos;
* Each Holder of an Allowed Club Facility Subordination Claim
shall receive the distributions to such Holder pursuant to the UK
Proceeding and/or Singapore Scheme;
* Each Section 510(b) Claim will be deemed canceled and released
without any distribution;
* Interests in CFG Peru will be reinstated as of the Effective
Date or, at the Creditor Plan Proponents' option, shall be
canceled. No distribution will be made on account of any Interests
in CFG Peru;
* Interests in Smart Group will be reinstated as of the
Effective Date or, at the Creditor Plan Proponents' option, shall
be canceled. No distribution will be made on account of any
Interests in Smart Group; and
* The Consenting Creditors and certain other parties will grant
full, mutual releases as set forth in the Plan.
The Plan contemplates the following additional transactions (the
"Transaction") will occur pursuant to the UK Proceeding and/or
Singapore Scheme in accordance with the terms of the Restructuring
Support Agreement:
* a change in ownership of the Peruvian OpCos through a transfer
of the equity in CFGI to NewCo;
* the recapitalization of the Peruvian OpCos through the
provision of the committed $150 million New Money Facility (as
defined in the Restructuring Support Agreement) to fund working
capital and transaction costs. The New Money Facility will accrue
cash interest at the rate of LIBOR plus 9% per annum and mature 10
years from the date of the drawdown of the New Money Facility
(which is anticipated to occur on or around the Effective Date);
* the New Money Facility will be backstopped by certain
Consenting Creditors that commit to backstop the New Money Facility
on the terms and deadlines set forth in the Restructuring Support
Agreement (collectively, the "Backstop Parties"). The Backstop
Parties are entitled to a backstop commitment fee equal to 5% of
their respective backstop commitments on the New Money Facility,
payable in cash at the closing of the Transaction;
* the Club Facility and Senior Notes will be exchanged for $300
million of New Notes (as defined in the Restructuring Support
Agreement) to be issued in a jurisdiction selected in accordance
with the Restructuring Support Agreement. The New Notes will accrue
cash interest at the rate of LIBOR plus 9% per annum and mature 10
years from the date of the closing of the Transaction;
* the debt structure of NewCo shall only include the New Money
Facility and the New Notes;
* interests in the equity of NewCo and the New Notes shall be
apportioned between Holders of Senior Notes Claims and Club
Facility Lenders in accordance with the Agreed Participation; and
* the New Money Facility will rank senior as to right of payment
and proceeds of enforcement of security to the New Notes, provided
that payments in accordance with the terms of the New Notes will be
permitted for so long as there are no defaults outstanding under
the New Money Facility and otherwise in accordance with a customary
intercreditor agreement between lenders of the New Money Facility
and holders of the New Notes.
While the Plan and the Restructuring Support Agreement are key
steps in the Plan Debtors' restructuring, it is important to note
that the Consenting Creditors have agreed to accept less than
payment in full (in Cash or otherwise) to facilitate the Plan and
Transaction. The Plan contemplates a comprehensive restructuring
of Claims against and Interests in the Plan Debtors that the
Creditor Plan Proponents believe will preserve the going-concern
value of the Peruvian OpCos, maximize recoveries available to all
constituents, provide for an equitable distribution to the Plan
Debtors' stakeholders, and facilitate a conclusion to the Chapter
11 cases. The Plan also facilitates the steps necessary to
effectuate the UK Proceeding and/or Singapore Scheme, including
through cooperation with the Peruvian OpCos. The Creditor Plan
Proponents believe the Plan and Restructuring Support Agreement are
significant achievements for the Plan Debtors and will maximize
value for stakeholders. The Creditor Plan Proponents strongly
believe that the Plan is in the best interests of the Plan Debtors'
Estates and represents the best available alternative at this time.
The Creditor Plan Proponents are confident they can implement the
restructuring embodied by the Plan and ensure the Plan Debtors'
long-term viability. For these reasons, the Creditor Plan
Proponents strongly recommend that the Holders of Claims entitled
to vote accept the Plan. The Chapter 11 Trustee intends to run a
final formal bidding process for the sale of the CFGI equity
interests. If a qualified bidder comes forward at a price
sufficient to satisfy, inter alia, the Senior Notes Claims and Club
Facility Lenders, the Creditor Plan Proponents will no longer seek
confirmation of this Plan by the Bankruptcy Court. In such
circumstances, Senior Notes Claims and Club Facility Lenders, as
well as certain other Claims, would be paid in full in cash at
closing.
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
A copy of the Disclosure Statement is available at
https://bit.ly/3gy8bCB from PacerMonitor.com.
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.
CLEAN ENERGY: Incurs $3.4 Million Net Loss in 2020
--------------------------------------------------
Clean Energy Technologies, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $3.44 million on $1.41 million of sales for the year ended
Dec. 31, 2020, compared to a net loss of $2.56 million on $1.61
million of sales for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $4.12 million in total assets,
$11.36 million in total liabilities, and a total stockholders'
deficit of $7.24 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2015, issued a "going concern"
qualification in its report dated April 15, 2021, citing that the
Company has an accumulated deficit, net losses, negative working
capital, and has utilized significant net cash in operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1329606/000149315221008856/form10-k.htm
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.
COTTAGE CAR: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Cottage Car Wash, LLC
36 Pine Street
Norfolk, MA 02056
Business Description: Cottage Car Wash, LLC is a privately held
company in the car wash business.
Chapter 11 Petition Date: April 26, 2021
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 21-10596
Debtor's Counsel: David B. Madoff, Esq.
MADOFF & KHOURY LLP
124 Washington Street, Suite 202
Foborough, MA 02035
Tel: 508-543-0040
Fax: 508-543-0020
E-mail: alston@mandkllp.com
Total Assets: $916,000
Total Liabilities: $1,481,676
The petition was signed by Michael Brabants, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/55FYEEY/Cottage_Car_Wash_LLC__mabke-21-10596__0001.0.pdf?mcid=tGE4TAMA
DEA BROTHERS: Seeks to Hire Douglass & Associates as Appraiser
--------------------------------------------------------------
DEA Brothers Sisters, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Douglass &
Associates to appraise its real property located at 16502 S. Main
St., Carson, Calif.
The firm will be paid $5,500 for its services.
Roger Douglass, a partner at Douglass & Associates, 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:
Roger Douglass
Douglass & Associates
3140 Armourdale Avenue
Long Beach, CA 90808
Tel: (562) 430-6803
Fax: (562) 430-5902
About DEA Brothers Sisters
DEA Brothers Sisters, LLC is a Laguna Hills, Calif.-based company
that owns a strip shopping center located at 16502 S. Main St.,
Carson, Calif.
DEA Brothers Sisters sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Calif. Case No. 21-10608) on March 10,
2021. In the petition signed by Enayat Ali Jiwani, the sole
managing member, the Debtor disclosed between $1 million and $10
million in both assets and liabilities. Judge Erithe A. Smith
oversees the case. Financial
Relief Legal Advocates, Inc. and Osborn & Plasse serve as the
Debtor's legal counsel.
DELTA MATERIALS: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Delta Materials, LLC and Delta Aggregate, LLC ask the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division, for authority to use cash collateral and schedule a
final hearing.
The Debtors require the use of cash collateral to fund necessary
operating expenses of their business in accordance with the budget,
with a 10% variance.
The Debtors are in the business of mining a particulate material
called aggregate, which typically includes sand, gravel and crushed
stone and is used in construction. Delta Aggregate owns an
aggregate quarry located at 9025 and 9775 Church Road, Felda,
Hendry County, Florida, while Delta Materials owns or leases
various pieces of quarrying equipment.
During much of these cases, the Debtors lacked liquidity to conduct
operations at the Quarry. However, in June 2020 a creditor of the
estates, MSFL Leasing, LLC acquired the Debtors' membership
interests and appointed itself the manager. Under new management
the Debtors reached an agreement to obtain at least $200,000 in
financing from MSFL, with additional amounts authorized upon the
consent of the parties. This financing has been sufficient to begin
resuming operations at the Quarry.
Since Court approval of the financing, the Debtors have primarily
relied on loans from MSFL to operate their business. Recently,
however, the Debtors have begun to generate revenues from the
Quarry itself.
The Debtors have identified various persons who may hold interests
in the revenues. First and most obviously the Quarry is encumbered
by mortgages in favor of creditors, Stone Hammer Holding, LLC and
Legion Select Venture Fund, LLC.
In addition to Stone Hammer and Legion, the Debtors have identified
persons who may hold interests in oil, gas and mineral rights under
the Quarry. For example, the warranty deeds conveying the Quarry to
a prior owner, Lake Trafford Independent Baptist Church, Inc.,
reference several oil, gas and mineral leases and reservations in
favor of, inter alia, Red Cattle Company and Sun Oil Company.
The Debtors do not believe the Claimants possess any interest in
the aggregate that is the subject of the Debtors' business
operations or the cash collateral at issue.
The Debtors submit that creditors are adequately protected for
several reasons. First, there appears to be equity in the Quarry.
The Debtors' schedules value the Quarry at approximately $22
million. By contrast, the Debtors estimate that: (a) the Quarry is
encumbered by approximately $225,000 in ad valorem taxes, and (b)
pursuant to a settlement agreement with Stone Hammer and Legion,
those creditors hold secured claims on the Quarry in the
approximate amounts of $4.7 million and $4.5 million,
respectively.
Second, the continued operation of the Debtors' business will
preserve their going concern value, enable them to capitalize on
that value through a reorganization strategy, and ultimately
facilitate their ability to confirm a chapter 11 plan. However, the
Debtors cannot borrow from MSFL indefinitely. Absent cash
collateral use, they will be unable to operate.
Third, pursuant to the approved settlement with Stone Hammer and
Legion, the Debtors are to pay each creditor $50,000 per month,
with a balloon payment due in December 2022. In the event of a
default, which is not cured, Stone Hammer may proceed with a state
court foreclosure case in which the Debtors and Legion have
stipulated that they will not contest the setting of a foreclosure
sale regarding the Quarry. Given this default remedy, Stone Hammer
possesses additional adequate protection of it security interest.
A copy of the motion and the Debtors' 2021 budget is available for
free at https://bit.ly/2QOgEa7 from PacerMonitor.com.
The Debtors incurred net losses the three months:
$-102,572 - January 2021
$-103,159 - February 2021
$ -12,863 - March 2021
The Debtors expect to post net losses through December:
$-49,418 - April 2021
$-22,428 - May 2021
$-16,126 - June 2021
$-14,573 - July 2021
$-28,373 - August 2021
$-37,573 - September 2021
$-31,373 - October 2021
$-37,573 - November 2021
$-37,573 - December 2021
About Delta Materials, LLC
Delta Materials, LLC and Delta Aggregate, LLC filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
Bankr. S.D. Fla. Lead Case No. 19-13191) on March 12, 2019. Delta
Aggregate owns a property located at 9025 Church Road, Felda, Fla.,
having an appraised value of $22 million.
At the time of filing, Delta Materials' assets totaled $22,006,491
and liabilities totaled $10,377,363. Delta Aggregate had total
assets of $22,006,491 and total liabilities of $10,377,363.
Judge Erik P. Kimball oversees the cases.
The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg
Landau & Page, PA, in Boca Raton, Fla.
DEMETRIOS ESTIATORIO: Hires Hill Law Firm as Special Counsel
------------------------------------------------------------
The Demetrios Estiatorio, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Hill
Law Firm & Associates, PLLC as its special counsel.
The Debtor needs the firm's assistance to prosecute legal actions
against its landlord in state court.
Hill Law Firm & Associates will charge $350 per hour for its
services. The firm received a $1,000 post-petition retainer.
As disclosed in court filings, Hill Law Firm & Associates is
disinterested as required by Section 327(a) of the Bankruptcy
Code.
The firm can be reached through:
Raymond Hill, Esq.
Hill Law Firm & Associates, PLLC
P.O. Box 441146
Jacksonville, FL 32222
Phone: 904-229-0995
Fax: 904-229-0995
Email: rayhillesq@gmail.com
About The Demetrios Estiatorio
The Demetrios Estiatorio, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 20-03677) on Dec. 30, 2020. Sophia Tratsas, manager,
signed the petition. At the time of the filing, the Debtor was
estimated to have assets of less than $50,000 and liabilities of
between $100,001 and $500,000.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Jason A. Burgess, Esq., as bankruptcy counsel,
Hill Law Firm & Associates, PLLC as special counsel, and Carolyn
Hall of Hall Accounting & Tax Services, LLC as accountant.
DIAMOND SPORTS: Sinclair Evaluates Debt Plan
--------------------------------------------
Allison McNeely and Katherine Doherty of Bloomberg News report that
Sinclair Broadcast Group Inc. is evaluating investor proposals on
how to rework the debt load of its regional sports network unit as
it also prepares to ink new deals with sports betting companies,
according to people with knowledge of the matter.
The unit, Diamond Sports Group LLC, has received offers from debt
investors seeking to provide new financing in exchange for
enhancing creditor protections, said the people, who asked not to
be identified discussing confidential talks. The company is having
active discussions with representatives for those groups, the
people added.
Diamond has also received interest from outside firms.
About Diamond Sports Group
Headquartered in Hunt Valley, MD, Diamond Sports Group, LLC was
formed on March 11, 2019 and is the entity through which Sinclair
Broadcast Group, Inc. ("SBGI") executed the acquisition of the
RSNs. Diamond owns and operates 22 RSNs that broadcast NBA, NHL
and MLB games on pay-TV platforms.
DUNTOV MOTOR: Seeks Permission to Use Cash Collateral
-----------------------------------------------------
Duntov Motor Company, LLC asked the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the use of cash collateral
in which UPS Capital Business Credit asserts an interest.
The Debtor says it has a need to utilize cash, accounts receivables
and inventory in the operation of its business, as well as to
resolve any adequate protection claim of UPSCBC related to UPSCBC
asserted non-cash collateral liens on the Debtor's equipment and
other tangible property. The Debtor held a negative cash balance,
on the Petition Date, in its bank account and had a single
receivable that it has yet to collect.
As adequate protection, the Debtor proposed to:
* grant UPSCBC a valid and automatically perfected
first-priority replacement liens and security interests to the same
extent, validity and priority of UPSCBC's pre-petition interest in
the cash collateral and other collateral,
* grant UPSCBC a super-priority administrative expense claim as
provided by Sections 503(b) and 507(b) of the Bankruptcy Code to
the extent of any diminution in value of the cash collateral and
other collateral resulting from the Debtor's use of such cash
collateral and other collateral, assuming arguendo that UPSCBC is
under-secured,
* make adequate protection payment of $3,000 to UPSCBC on the
first day of the month following the entry of a related Court order
continuing until the earlier of: (1) the confirmation of a Chapter
11 Plan, (2) effectivity of a stipulation agreed to by the parties,
or (3) the date of entry of a Court order ruling otherwise.
UPSCBC asserts a security interest in the Debtor's cash collateral
by virtue of a pre-petition Security Agreement with the Debtor.
UPSCBC also asserts a blanket lien on the remainder of the Debtor's
assets, including its equipment, and has filed a UCC financing
statement on its claim.
A copy of the motion is available for free at
https://bit.ly/3xghFrY from PacerMonitor.com.
About Duntov Motor Company
Duntov Motor Company, LLC sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 21-40348) on Feb. 20, 2021, listing under $1 million
in both assets and liabilities. Judge Mark X. Mullin oversees the
case. The Debtor tapped Quilling, Selander, Lownds, Winslett &
Moser, PC as legal counsel and Andy D. Plagens, LLC as accountant.
Behrooz Vida has been appointed as the Subchapter V Trustee in the
Debtor's case.
Counsel for the Debtor:
John Paul Stanford, Esq.
QUILLING, SELANDER, LOWNDS,
WINSLETT & MOSER, P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Telephone: (214) 871-2100
Facsimile: (214) 871-2111
Email: jstanford@qslwm.com
DURRANI M.D.: Seeks Approval to Hire John Coggin as Accountant
--------------------------------------------------------------
Durrani, M.D., & Associates, P.A. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ an
accountant.
The Debtor has selected John F. Coggin, CPA, to assimilate the data
necessary to prepare the corporate and personal tax returns,
prepare Monthly Operating Reports, any other business services
directly related to these proceedings.
Mr. Coggin charges a flat fee of $750 for preparing the personal
tax return; a flat fee of $1,250 for preparing the corporate tax
return; a monthly fee of $350 for preparing Monthly Operating
Reports; and $200 per hour for consulting, which includes all
expenses relative to the completion of the service or document.
Mr. Coggin assures the court that he represents no interest adverse
to the Debtor or its estate in the matters upon which he will be
engaged, and is a "disinterested person" within the meaning of 11
U.S.C. 101(14).
Mr. Coggin can be reached at:
John F. Coggin, CPA
John F. Coggin, CPA PLLC
1200 Smith St Ste 1600
Houston, TX 77002
Phone: +1 713-408-1318
Appointments: jcoggincpa.com
About Durrani, M.D. & Associates
Durrani, M.D., & Associates, P.A. offers comprehensive treatment
for disorders of the kidneys, bladder and male reproductive system
as well as a focus on male and female sexual health. Visit
https://www.durranimd.com for more information.
Durrani, M.D., & Associates filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
19-35543) on Nov. 13, 2020. The case is jointly administered with
that of Omar H. Durrani, M.D., president of Durrani, M.D., &
Associates.
At the time of the filing, Durrani, M.D., & Associates had
estimated assets of between $100,000 and $500,000 and liabilities
of between $1 million and $10 million.
Judge Christopher M. Lopez oversees the cases.
Durrani, M.D., & Associates and Mr. Durrani are both represented by
the Law Office of Margaret M. McClure. The Debtor tapped John F.
Coggin, CPA, as CPA.
FINGER OIL: May 26 Plan Confirmation Hearing Set
------------------------------------------------
The Bankruptcy Court has entered an order that a hearing on
confirmation of the Finger Oil & Gas, Inc.'s Plan of Liquidation
shall be held on May 26, 2021 at 9:30 a.m. before Honorable Ronald
B. King United States Bankruptcy Judge Western District of Texas,
via Telephone Conference.
The Debtor will file its ballot summary no later than May 21, 2021.
May 17 is fixed as the last day for receipt of acceptances or
rejections of the Plan Reorganization. The last date to object to
confirmation shall be May 17, 2021.
Plan and Disclosure Statement
On July 11, 2019, the well in question blew out at approximately
7:00 a.m. Finger contacted R.W. Dirks and Cudd Pressure Control,
among others, to address issues with regard to blow-out. Finger
also contacted Desiree Scrimger prior to commencing any work on the
well, who was a commercial lines account manager with March
Wortham, Finger insurance agent. Ms. Scrimger advised Finger, and
others, that blowout and cratering were included within the limit
of insurance of $1,000,000, per underwriter Karen Olivia.
Under the Plan, claims will be paid from net proceeds of the
insurance litigation against Mid-Continent Casualty and Marsh USA,
Inc., currently pending in court.
The Plan will treat claims as follows:
* Class 2 Secured Claim of TX Energy Services, LLC, totaling
$29,253. The claim will be paid within 60 days after the debtor
receives that net proceeds from the insurance litigation against
Mid-Continent Casualty and Marsh USA. Otherwise, it will be
treated as a class 3 unsecured claims. Class 2 is impaired.
* Class 3 General Unsecured Claims. The allowed claims in this
class will be paid a pro- rata share of all remaining cash
generated from proceeds of litigation against Mid-Continent
Casualty Company et al. Class 3 is impaired.
Counsel for the Debtor:
Dean W. Greer
Law Offices of Dean W. Greer
2929 Mossrock, Suite 117
San Antonio, Texas 78230
Telephone No. 210.342.7100
Telecopier No. 210.342.3633
A copy of the Order is available at https://bit.ly/32Mitak from
PacerMonitor.com.
A copy of the Disclosure Statement is available at
https://bit.ly/3gC0oUv from PacerMonitor.com.
About Finger Oil & Gas
Finger Oil & Gas, Inc., an oil and gas producer in Castroville,
Texas, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Tex. Case No. 20-51742) on Oct. 13, 2020. Joseph M.
Finger, Jr., president of Finger Oil & Gas, signed the petition.
At the time of the filing, the Debtor had total assets of
$1,001,500 and total liabilities of $624,756. The Law Offices of
Dean W. Greer is the Debtor's legal counsel.
FIRST FLORIDA: Taps Fudge Broadwater as Legal Counsel in Cobb Suit
------------------------------------------------------------------
First Florida Living Options, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Fudge
Broadwater, PA as special counsel.
The Debtor needs the firm's legal assistance in a state court case
pending in the Fifth Judicial Circuit in and for Marion County
titled Thesda Cobb, as Executor de Son Tort of Mary Cobb, deceased
vs. First Florida Living Options, LLC (Case No. 21-CA-526).
Fudge Broadwater had previously represented the Debtor in a state
court case filed by The Estate of Shiny A. Yandle in the Fifth
Judicial Circuit. The Yandle litigation had already been
resolved.
Fudge Broadwater will be paid by Hudson Insurance Group, the
Debtor's insurance carrier.
Donna Fudge, Esq., a shareholder and litigation attorney at Fudge
Broadwater, disclosed in court filings that she and her firm are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Donna Fudge, Esq.
Fudge Broadwater, PA
650 1 6th Street North
St. Petersburg, FL 33705
Telephone: (727) 490-3100 / (727) 490-3080
Facsimile: (727) 490-3101
Email: dfudge@fudgebroadwater.com
About First Florida Living Options
First Florida Living Options LLC, formerly known as Surrey Place of
Ocala, conducts its business under the names Hawthorne Health and
Rehab of Ocala, Hawthorne Village of Ocala, and Hawthorne Inn of
Ocala. The company is based in Ocala, Fla.
First Florida Living Options filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 19-02764) on July 22, 2019. John M. Crock, vice
president, signed the petition. The Debtor had between $1 million
and $10 million in both assets and liabilities at the time of the
filing.
Judge Jerry A. Funk oversees the case.
The Debtor tapped Johnson Pope Bokor Ruppel & Burns, LLP as its
bankruptcy counsel. Shawn Harrison Associates, PLLC and Fudge
Broadwater, PA serve as special counsel.
FREEDOM CAPITAL: WS Votes Yes; Court Confirms Plan
--------------------------------------------------
Judge Paul Baisier has entered an order approving the Disclosure
Statement of Freedom Capital Ventures LLC and confirming the
Debtor's Plan.
Wilmington Savings filed a ballot accepting the Plan on April 15,
2021. No class of creditors voted to reject the Plan.
Holders of claims in each impaired class have accepted the Plan or
will receive an amount under the Plan that is not less than such
claimant would receive in a Chapter 7 liquidation; further
creditors will receive at least as much as they would receive in a
Chapter 7 case, and, likely will receive more under the Plan than
in a Chapter 7 case, given administrative expense savings.
About Freedom Capital Ventures
Freedom Capital Ventures LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-63430) on Feb. 27,
2020, listing under $1 million in both assets and liabilities.
Judge Paul Baisier oversees the case. Kenneth Mitchell, Esq., at
Giddens, Mitchell & Associates P.C., serves as Debtor's counsel.
FRESH ACQUISITIONS: B. Riley Advisory Serves as CRO in Co.'s Ch. 11
-------------------------------------------------------------------
ABL Advisor reports that Fresh Acquisitions which operates Furr's
Fresh Buffet, and several of its affiliates including Buffets LLC
and its subsidiaries, which operate Ryan's, Old Country Buffet,
Tahoe Joes Famous Steakhouse, and Hometown Buffet, filed for
Chapter 11 bankruptcy protection to strengthen their operations and
recapitalize their businesses. The companies will have access to
additional liquidity through a post-petition debtor in possession
loan being extended by VitaNova Brands.
B. Riley Advisory Services is serving as Chief Restructuring
Officer and Financial Advisor. Gray Reed is acting as legal
counsel.
"As with almost every one of our peers, buffet restaurants took the
brunt of the loss of sales during the pandemic and as such, the
path to success requires hard choices to be made, including the
rationalization of our overall footprint," said Jason Kemp,
co-founder and CEO of VitaNova Brands. Kemp continued, "The
precipitous decline in sales at the restaurants resulting from
occupancy restrictions and the banning of family-style buffet
dining forced the companies to take extraordinary steps, including
the closing of multiple locations."
The companies expect to continue operating in the normal course
during their chapter 11 cases and believe that a number of the
brands -- including Furr's Buffet and Tahoe Joe's -- can take
advantage of the expected post-COVID recovery.
Kemp concluded, "We are looking forward to emerging from bankruptcy
as a stronger operator with a focus on the Tahoe Joe's and Furr's
AYCE Marketplace® banners. These great brands serving great food
will create a platform for future growth."
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.
FRONTIER COMMUNICATIONS: Expects to Exit Chapter 11 by End of April
-------------------------------------------------------------------
Frontier Communications Corporation (OTC: FTRCQ) on April 23, 2021,
provided an update on the Company's strategic transformation as it
accelerates its journey to become a leading technology company. As
previously announced, Frontier has received all necessary
regulatory approvals and now expects to emerge from Chapter 11 on
April 30, 2021.
"Frontier is ready to set a new course as a revitalized public
company. Through the restructuring process, the Company has
stabilized its business and recapitalized its balance sheet, while
making significant progress on the early stages of implementing our
initial fiber expansion plan," said John Stratton, incoming
Executive Chairman of the Board. "Frontier's success with the
Fiber-to-the-Home pilot program, which upgraded more than 60,000
locations from copper to fiber optic service in 2020, is just one
example of the important work already underway. Frontier's future
is bright. I'm eager to work closely with our new Board, our CEO
Nick Jeffery, and the rest of the leadership team to build the new
Frontier."
"The future of Frontier is an innovative, modern technology
company, poised to deliver next-generation fiber-rich
infrastructure for our customers and communities," said Nick
Jeffery, President and Chief Executive Officer. "Upon emergence,
we will have the capital structure and resources to establish
Frontier as a digital leader with top-tier talent and an
entrepreneurial, high-performance culture. I want to express my
appreciation to all our stakeholders who have enabled this process.
Our team looks forward to beginning our next phase of long-term
growth and value creation across the business."
New Board of Directors
In connection with the completion of its financial restructuring,
Frontier Communications will form a new eight-member Board of
Directors, effective upon emergence from bankruptcy, comprised of
John Stratton as Executive Chairman of the Board, CEO Nick Jeffery
and six highly-qualified, independent directors.
Mr. Stratton continued, "Establishing a new Board is a critical
component of Frontier's path forward. This group of executives has
extensive telecommunications, digital technology, infrastructure,
finance, human capital management, and regulatory experience, as
well as strong records of driving top-tier results. As a new
Board, we will harness our collective expertise, backgrounds and
oversight to realize the significant value-enhancing opportunities
ahead of Frontier. Importantly, I would also like to express my
appreciation to our retiring Board members for their service."
The members of the new Board are:
* John Stratton, Executive Chairman: Former Executive Vice
President and President of Global Operations of Verizon
Communications.
* Kevin Beebe, Independent Director: Founding Partner of Astra
Capital Management and President and Chief Executive Officer of 2B
Partners, LLC.
* Lisa Chang, Independent Director: Senior Vice President and
Global Chief People Officer of The Coca-Cola Company.
* Pamela Coe, Independent Director: Former Senior Vice
President, Deputy General Counsel and Corporate Secretary of
Liberty Media Corporation.
* Nick Jeffery, Director: President and Chief Executive Officer
of Frontier Communications.
* Stephen Pusey, Independent Director: Senior Advisor to Bridge
Growth Partners and former Chief Technology Officer of Vodafone.
* Maryann Turcke, Independent Director: Senior Advisor to the
Infrastructure Division for Brookfield Asset Management and former
Chief Operating Officer of the National Football League.
* Pratabkumar "Prat" Vemana, Independent Director: Senior Vice
President and Chief Digital Officer of Kaiser Foundation Health
Plans and Hospitals (Kaiser Permanente).
Additional information regarding Frontier's new Board of Directors
is available in the Company’s Court filings and will be available
on the Company’s Investor Relations website upon its emergence
from Chapter 11.
Nasdaq Trading and Upcoming Investor Call
Frontier's new common stock is expected to commence trading on the
NASDAQ stock exchange on May 4, 2021 under the ticker FYBR.
Frontier plans to hold an investor call on April 30 at 10 AM
Eastern Time. Executive Chairman John Stratton, CEO Nick Jeffery,
and CFO Sheldon Bruha will lead the call, discuss Frontier’s
compelling path forward, and present first quarter results. The
conference call will be webcast and may be accessed in the Webcasts
& Events section of Frontier’s Investor Relations website. A
question and answer session with analysts will follow the formal
presentation.
Additional Information
Additional information regarding Frontier's financial restructuring
is available at www.frontierrestructuring.com. Court filings and
information about the claims process are available at
https://cases.primeclerk.com/ftr, by calling the Company’s claims
agent, Prime Clerk, toll-free at (877)-433-8020 or sending an email
to ftrinfo@primeclerk.com.
About Frontier Communications
Frontier Communications Corporation (OTC: FTRCQ) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 25 states, including video,
high-speed internet, advanced voice, and Frontier Secure® digital
protection solutions. Frontier Business offers communications
solutions to small, medium, and enterprise businesses.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee
tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez
& Marsal North America, LLC, as financial advisor; and UBS
Securities LLC as an investment banker.
GARRETT MOTION: Court Okays Chapter 11 Honeywell Deal
-----------------------------------------------------
Law360 reports that bankrupt vehicle parts manufacturer Garrett
Motion Inc. received court approval in New York on Friday, April
23, 2021, for its Chapter 11 plan centered around a $1 billion deal
with former parent Honeywell Inc. that addresses legacy asbestos
liabilities and gives existing shareholders a significant portion
of new equity.
During a virtual confirmation hearing, debtor attorney Andrew G.
Dietderich of Sullivan & Cromwell LLP said the plan enjoyed the
overwhelming support of its creditors and was only possible through
the participation of all parties, including secured lenders, equity
holders and Honeywell.
About Garrett Motion
Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures, and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers and the global vehicle and
independent aftermarket.
Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett
disclosed $2.066 billion in assets and $4.169 billion in
liabilities as of June 30, 2020.
The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn
Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg
Partners, and Morgan Stanley & Co. LLC as investment bankers, and
AlixPartners LP as restructuring advisor. Kurtzman Carson
Consultants LLC is the claims agent.
On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Debtors' Chapter
11 cases. White & Case LLP and Conway MacKenzie, LLC, serve as the
creditors' committee's legal counsel and financial advisor,
respectively.
The U.S. Trustee also appointed an official committee to represent
equity security holders in the Debtors' cases. The equity
committee tapped Glenn Agre Bergman & Fuentes LLP as its legal
counsel, MAEVA Group LLC as a financial advisor, and Cowen and
Company, LLC as an investment banker.
Centerbridge Partners, L.P., and Oaktree Capital Management, L.P.,
as Plan Sponsors are represented in the case by Milbank as legal
counsel and Houlihan Lokey, Inc., as financial advisor.
Kirkland & Ellis is legal counsel to Honeywell, and TRS Advisors
LLC and Centerview Partners LLC are its financial advisors.
Jones Day is s legal counsel to each Additional Investor, and
Rothschild & Co. is their financial advisor.
Fried, Frank, Harris, Shriver & Jacobson LLP, is the legal counsel
and Ducera Partners LLC, is the financial advisor to The Baupost
Group, LLC.
Ropes & Gray LLP is the legal counsel, and Moelis & Co., the
financial advisor to the Consenting Noteholders.
Gibson, Dunn & Crutcher LLP, is the legal counsel and PJT Partners
LP the financial advisor to the Consenting Lenders.
About Honeywell Inc.
Honeywell International Inc. -- http://www51.honeywell.com/-- is a
diversified technology and manufacturing company, serving customers
globally with aerospace products and services,
control, sensing and security technologies for buildings, homes and
industry, turbochargers, automotive products, specialty chemicals,
electronic and advanced materials, and process
technology for refining and petrochemicals and energy-efficient
products and solutions for homes, business and transportation. The
company operates in four business segments: aerospace, automation
and control solutions, specialty materials, and transportation
systems.
GATEWAY RADIOLOGY: Philips Healthcare Proposes Liquidating Plan
---------------------------------------------------------------
Gateway Radiology Consultants P.A. has a proposed Chapter 11 Plan
from Philips Healthcare, a division of Philips Of North America,
the largest creditor of the Debtors.
Philips currently holds an unpaid final judgment entered by the
United States District Court for the Eastern District of
Pennsylvania against the Gateway, Mangat and Patel in the amount of
$6,652,624.35 and against PM in the amount of $7,312,987
(collectively, the "Philips Judgment"), without accrued interest,
which will be set-off in the unlikely event of a recovery obtained
by the Debtors.
The Plan and the proposed treatment of allowed claims are entirely
dependent upon the Plan Support, all of which will be contributed
by Philips in exchange for the releases and injunction provided
herein. Without the Plan Support, the Plan cannot be confirmed.
The Plan Support will allow for and provide the following:
* Payment in full of Allowed Administrative Expenses up to
$200,000.
* Assignment of the Achieva Secured Claim to Philips.
* Waiver of any distribution to the Holder of the Allowed Achieva
Secured Claim.
* Waiver of any distribution to the Holder of the Allowed Philips
Secured Claim.
* Waiver of any distribution to the Holder of the Allowed Philips
Unsecured Claim.
* Contribution of the Achieva Collateral (which includes cash,
accounts receivable, and equipment) and the Philips Collateral
(which includes equipment) for the benefit of holders of Allowed
Claims.
* The Plan Support is contingent upon the approval of the
releases and injunction provisions as proposed by Philips.
* If the Plan as proposed is not confirmed, or if the Debtors'
cases are converted to a case under Chapter 7, Philips will not
contribute the Plan Support.
Under the terms of the Plan, Holders of Claims and Interests will
receive the following treatment in full and final satisfaction,
compromise, settlement, release, and in exchange for, such Holders'
Claims and Interests:
* The ultimate Holder of the Achieva Secured Claim shall waive
the right to receive any distribution and shall also surrender the
Achieva Collateral for the benefit of Holders of Allowed General
Unsecured Claims.
* The Holder of the TIAA Commercial Finance Secured Claim will
receive: (a) the collateral securing the TIAA Commercial Finance
Secured Claim, or (b) such other treatment rendering TIAA
Commercial Finance Secured Claim unimpaired.
* The Holder of the Philips Secured Claim shall waive the right
to receive any distribution and surrender the Philips Collateral
for the benefit of Holders of Allowed Claims.
* Each Holder of an Allowed Priority Claim shall receive payment
in Cash, according to the priority scheme established by section
507(a) of the Bankruptcy Code, to the extent sufficient Cash is
available. Philips currently anticipates that Allowed Priority
Claims will be paid in full, but there is no guaranty and the final
result will depend on the final, total of Allowed Priority Claims,
the expenses of the wind-down and other factors.
* In full and final satisfaction, compromise, settlement, and
release of and in exchange for each Allowed General Unsecured
Claim, each Holder of an Allowed General Unsecured Claim shall
receive its pro rata share of the net liquidation value of the
Achieva Collateral, the Philips Collateral and the Avoidance
Actions until paid in full.
* Each allowed interest in the Debtors shall be canceled,
released, and extinguished, and will be of no further force or
effect, and no holder of interests in the Debtors shall be entitled
to any recovery or distribution under the Plan on account of such
Interests.
In order to fund the Plan, Philips is providing the Plan Support
for the benefit of the Debtors' creditors:
-- Cash to satisfy Allowed Administrative Expense Claims up to
$200,000.
-- Contribution of the Philips Collateral with an estimated
liquidation value of $250,000 and the Achieva Collateral with an
estimate liquidation value to be provided which the Plan
Administrator will liquidate for the benefit of Allowed Claims.
-- Philips' waiver of the rights to receive any distribution on
account the Philips Secured Claim which is equal to the Philips
Judgment of at least $6,250,401.51.
-- Philips satisfaction of the Achieva Final Judgment and then
waiver of any distribution on account of the Achieva Secured Claim
in the amount of $3,025,118.56.
-- Philips waiver of the Allowed Philips Unsecured Claims which
is equal to $459,865.18.
-- In addition, cash from all Causes of Action, including
Avoidance Actions.
Counsel to Philips North America LLC:
GRAY ROBINSON, P.A.
Steven J. Solomon
Florida Bar No. 931969
333 S.E. 2nd Avenue, Suite 3200
Miami, Florida 33131
Tel: (305) 416-6880
Fax: (305) 416-6887
E-mail: StevenSolomon@Gray-Robinson.com
A copy of the Disclosure Statement is available at
https://bit.ly/3sPmWU7 from PacerMonitor.com.
About Gateway Radiology Consultants
Saint Petersburg, Fla.-based Gateway Radiology Consultants P.A.
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04971) on
May 28, 2019. In the petition signed by Gateway Radiology
President Gagandeep Manget M.D., the Debtor disclosed $1.2 million
in assets and $14.9 million in liabilities.
Judge Michael G. Williamson oversees the case.
Joel M. Aresty, P.A., serves as the Debtor's bankruptcy counsel.
The Debtor also tapped Beighley Myrick Udell + Lynne, PA, Paul C.
Jensen Attorney-At-Law, and Netherlands-based Marxman Advocaten as
special counsel.
GDC TECHNICS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: GDC Technics, LLC
2060 Easgle Pkwy
Attn: Brad Foreman
Forth Worth, TX 76177
Business Description: GDC Technics, LLC --
https://www.gdctechnics.com/ --
is a global aerospace company with expertise
in engineering & technical services,
modifications, electronic systems, R&D, and
MRO services.
Chapter 11 Petition Date: April 26, 2021
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 21-50484
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Jason M. Rudd, Esq.
WICK PHILLIPS GOULD & MARTIN, LLP
3131 McKinney Ave Suite 500
Dallas, TX 75204
Tel: (214) 692-6200
E-mail: jason.rudd@wickphillips.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brad Foreman, CEO.
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/YLIL6MA/GDC_Technics_LLC__txwbke-21-50484__0001.0.pdf?mcid=tGE4TAMA
GI CONSILIO: Moody's Assigns B3 CFR Amid eDiscovery Combination
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to GI Consilio Parent LLC
("Consilio", initially, Skopima Merger Sub Inc.) following the
announcement of a business combination between two eDiscovery
providers. At the same time, Moody's assigned a B2 rating to the
company's proposed $1,085 million first lien senior secured credit
facility (including $1,010 million term loan and $75 million
revolver) and a Caa2 rating to the proposed $300 million second
lien senior secured term loan. The outlook is stable.
The proceeds from the proposed debt financing along with new equity
will be used to fund a leveraged buyout of Consilio by Stone Point
Capital LLC ("Stone Point") and its affiliates from GI Partners.
The proceeds will also be used to buy Xact Data Discovery ("Xact"
or "XDD"), which is concurrently being acquired by Aquiline Capital
Partners ("Aquiline"). Upon close of the transaction, Consilio will
be combined with Xact, creating the largest pure-play (by revenue)
global eDiscovery data provider. Aquiline will roll its equity into
the combined company, which will operate under the Consilio brand.
Consilio will be majority owned by Stone Point, with Aquiline and
management retaining a minority stake.
The business combination between Consilio and Xact, two
complementary businesses, creates the market leader in the highly
fragmented and competitive global eDiscovery and legal services
market with more than $650 million in combined pro forma annual
revenue as of December 31, 2020. The merger is expected to provide
Consilio with long-term strategic benefits including, greater
access to mid-market corporate clients and law firms, more revenue
stability by diversifying away from larger engagements, lower
customer concentration, and opportunities for acquisition
synergies. Despite management's past integration challenges related
to the 2018 purchase of Advanced Discovery and DiscoverReady,
Moody's does not anticipate significant integration issues since
there is very little customer overlap, similar corporate cultures,
and management expects to take a measurable approach integrating
acquired sales teams.
At the same time, the transaction involves a very high level of
debt and leverage and Moody's expects that Consilio will continue
to find value in new opportunities to expand its customer base,
diversify revenue and add additional technological capabilities,
which may be funded with incremental debt, As such, Consilio has
high governance risk associated with private equity ownership,
tolerance for high leverage and the potential for a more aggressive
growth strategy or shareholder distributions. Additionally, Moody's
believes that tech-enabled data providers, especially ones that
host critical and sensitive information, will remain prime targets
for cyber criminals, creating various degree of cyber reputational
risk for these firms.
Assignments:
Issuer: GI Consilio Parent LLC
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2
(LGD6)
Outlook Actions:
Issuer: GI Consilio Parent LLC
Outlook, Assigned Stable
The assigned ratings remain subject to Moody's review of the final
terms and conditions of the proposed financing and merger
transaction that is expected to close in Q2 2021.
RATINGS RATIONALE
Consilio's B3 CFR reflects the company's high pro forma
debt-to-EBITDA leverage, estimated at 7.4 times (Moody's adjusted
and excluding acquisition synergies) at December 31, 2020,
integration risk associated with the business combination,
operations in an intensely competitive and fragmented eDiscovery
market with some customer concentration, and its acquisitive growth
strategy. The event driven nature of Consilio's business segments
create short term earnings and working capital volatility that
limits visibility. Despite its relatively modest scale, Consilio
will be the industry's largest pure-play global provider of
eDiscovery. Although closing leverage is high, Moody's estimates
that the company will be able to improve on this measure over the
next 12-18 months, with debt-to-EBITDA expected to moderate to
below 6.0x by end of 2022 based on earnings growth and realization
of acquisition synergies. The company is also exposed to event
risks under private equity ownership including debt-funded
acquisitions and shareholder distributions.
The rating favorably considers Consilio's enhanced scale and
competitive position in the global eDiscovery and legal services
market, diversified revenue by customer and matters with combined
more than 4,000 upper and middle market customers, good
profitability, and continued to ability to win new clients across
various industry verticals. Consilio's long-term relationships with
blue-chip corporate and law firm clients, augmented by a track
record of high revenue retention provide support for the rating. In
addition, favorable macro industry dynamics for the eDiscovery
market driven by exponential growth of data created and stored, the
potential for regulatory changes in the US and the pandemic related
litigation support Moody's expectation for stable organic topline
growth in the low-to-mid single digit percentages over the next two
years.
The stable outlook reflects Moody's expectations that management
will successfully integrate both businesses and achieve synergy
benefits with limited business disruptions. Moody's projects
Consilio will generate low-to-mid-single digit organic revenue
growth, some expansion of the EBITDA margin from realization of
synergies and operating leverage, steady deleveraging to below 6.0
times and maintenance of good liquidity.
Consilio's good liquidity will be supported by a pro forma cash
balance of approximately $20 million at closing and full
availability under a new $75 million revolving credit facility due
2026 (undrawn at closing). Moody's expects that Consilio will
generate normalized annual free cash flow (excluding anticipated
earnout of around $50 million due in April 2022) above 5% of total
debt over the next 12-18 months. These cash sources provide good
coverage for required annual term loan amortization of
approximately $10 million, paid quarterly. There are no financial
maintenance covenants under the new credit facility (revolver and
term loan), but the revolver is subject to a springing maximum
first lien leverage ratio of 7.5x, tested quarterly, if the amount
drawn exceeds more than 35% ($26.25 million ) of the revolving
credit facility. The company is expected to maintain covenant
compliance over the next 12-15 months even if the covenant
utilization threshold is triggered.
The B2 rating assigned to Consilio's first lien credit facility
(revolver and term loan), one notch above the company's B3 CFR,
reflects their senior position in the capital structure relative to
the second lien term loan and other unsecured claims. The first
lien credit facility is secured by first priority perfected lien on
substantially all of the present and future acquired assets of the
borrower and the guarantors (including all fee-owned property, with
some exclusions). The Caa2 rating on the second lien term loan, two
notches below the company's B3 CFR, reflects lien subordination to
the first lien credit facility. The second lien term loan is
secured by a second priority perfected lien on collateral securing
the first lien credit facility. The senior secured credit facility
and second lien term loan are unconditionally guaranteed jointly
and on a senior secured basis by holdings, each existing and
subsequently acquired direct or indirect wholly-owned U.S.
restricted subsidiary of the borrower.
As proposed, the first lien revolver, first lien term loan and
second lien term loan are expected to provide covenant flexibility
that if utilized could negatively impact creditors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Consilio's ratings if profitable revenue
growth leads to a material reduction in leverage such that
debt-to-EBITDA (Moody's adjusted) leverage is sustained below 6.0
times, free cash flow to debt is sustained above 5%, while
maintaining balanced financial policies and at least good
liquidity.
Moody's could downgrade Consilio's ratings if the company cannot
translate planned synergy benefits into higher EBITDA, weak topline
growth or margin compression, or if the company fails to generate
positive free cash flow. Quantitatively, the rating could also be
downgraded if the company's debt-to-EBITDA (Moody's adjusted) is
sustained above 7.5 times or liquidity deteriorates for any other
reason.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Washington, D.C., Consilio provides electronic
discovery, document review and consulting services to corporations
and law firms globally. Moody's expects pro forma revenue of more
than $650 million in 2020. Following the business combination,
Consilio will be majority owned by Stone Point Capital LLC, with a
minority stake held by Aquiline Capital Partners and management.
GILBERT MH LLC: Seeks Approval to Hire West USA Realty as Realtor
-----------------------------------------------------------------
Gilbert MH, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to employ Phoenix, Ariz.-based real estate
firm, West USA Realty Inc.
The Debtor needs the services of the firm to market and sell its
real property located at 3315 South Val Vista Drive, City of
Gilbert, Ariz.
The firm will be paid a commission of 6 percent of the purchase
price.
Glen Adams, an agent at West USA Realty, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Glen Adams
West USA Realty Inc.
4505 E. Chandler Blvd., Suite 170
Phoenix, AZ 85048
Tel: (480) 893-0600
Fax: (480) 893-2555
About Gilbert MH, LLC
Gilbert MH, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
21-01948) on March 19, 2021. At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities. The Debtor is represented by Lawrence D. Hirsch,
Esq., at Parker Schwartz, PLLC.
GILBERT MH: Gets OK to Hire Pywowarczuk Law as Special Counsel
--------------------------------------------------------------
Gilbert MH, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Pywowarczuk Law, PLLC as
special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 2:18-cv-04046-SPL) filed in the U.S. District Court
for the District of Arizona.
The firm will be paid on a contingency fee basis. If there is a
recovery, the fee will be 15 percent of the amount received by
settlement, verdict or judgment. In the event an appeal is taken
by either party after entry of judgment in the case, attorney's fee
will be 20 percent of the amount ultimately recovered.
Suzette Doody, Esq., a partner at Pywowarczuk Law, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Suzette S. Doody, Esq.
Pywowarczuk Law, PLLC
4801 S Lakeshore Dr. Unit 102
Tempe, AZ 85282
Tel: (602) 773-1966
About Gilbert MH
Gilbert MH, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
21-01948) on March 19, 2021. At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities. Judge Eddward P. Ballinger Jr. oversees the case.
The Debtor is represented by Lawrence D. Hirsch, Esq., at Parker
Schwartz, PLLC.
HASTINGS AND HOLLOWELL: Hires Oliver & Cheek as Legal Counsel
-------------------------------------------------------------
Hastings and Hollowell, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to hire
Clayton W. Cheek and The Law Offices of Oliver & Cheek, PLLC, as
its attorney.
The firm will represent the Debtor's estate generally throughout
the administration of this Chapter 11 proceeding.
The firm received a retainer in the amount of $25,000 from The
Border Station, Inc., a related entity of the Debtor, on April 8,
2021.
Oliver & Cheek neither holds nor represents an interest adverse to
Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
Clayton W. Cheek, Esq.
The Law Offices of Oliver & Cheek, PLLC
P.O. Box 1548
New Bern, NC 28563
Phone: 252-633-1930
Fax: 252-633-1950
Email: clayton@olivercheek.com
About Hastings and Hollowell
Hastings and Hollowell, Inc. filed a Chapter 11 petition (Bankr.
E.D.N.C Case No. 21-00806) on April 8, 2021. The Hon. David M.
Warren oversees the case. At the time of filing, the Debtor was
estimated to have $1 million to $10 million assets and liabilities.
Judge David M. Warren presides over the case. THE LAW OFFICES OF
OLIVER & CHEEK, PLLC, led by Clayton W. Cheek, is the Debtor's
counsel.
HERTZ CORP: Unsecureds to Get 100% in Beefed-Up Centerbridge Bid
----------------------------------------------------------------
The Hertz Corporation, et al., submitted a Fourth Modified Second
Amended Joint Chapter 11 Plan of Reorganization and a Disclosure
Statement.
After the Debtors filed their initial plan, a group led by
Centerbridge Partners, L.P., Warburg Pincus LLC, and Dundon Capital
Partners, LLC (the "PE Sponsors") made an enhanced proposal that
was competitive with the initial plan proposal of Certares
Opportunities LLC and its affiliates and Knighthead Capital
Management, LLC and its affiliates (the "Initial Plan Sponsors").
On April 3, 2021, the Debtors concluded that the PE Sponsors with
the support of bondholders (collectively, the "Plan Sponsors")
offered the best-proposed transaction. Accordingly, that same day,
the Debtors filed the Second Amended Plan and associated disclosure
statement reflecting the Plan Sponsors' proposal.
Early in the morning on April 16, 2021, on the eve of the hearing
to consider approval of the disclosure statement for the Third
Modified Second Amended Plan, the Debtors received an unsolicited
proposal from the Initial Plan Sponsors (the "April 15 Initial Plan
Sponsor Proposal") that the Initial Plan Sponsors asserted was
superior to the restructuring embodied in the Second Modified
Second Amended Plan supported by the Plan Sponsors. Based upon
this development, on April 16, 2021, the Bankruptcy Court continued
the hearing to consider approval of the disclosure statement and
the Stock Purchase Agreement (as defined below) until April 21,
2021 to give the Debtors and other parties in interest time to
consider the implications of the April 15 Initial Plan Sponsor
Proposal. In the intervening time, the Debtors received a further
revised proposal from the Initial Plan Sponsors on April 20, 2021
(the "Revised Initial Plan Sponsor Proposal") and reviewed the
April 15 Initial Plan Sponsor Proposal and the Revised Initial Plan
Sponsor Proposal with their advisors.
The Boards of Directors of Hertz Parent and Hertz Corp. ultimately
concluded in good faith and after considering the advice of their
outside counsel and independent financial advisor, that each of the
April 15 Initial Plan Sponsor Proposal and the Revised Initial Plan
Sponsor Proposal was a bona fide proposal or expression of interest
that could reasonably be expected to result in a Superior
Transaction within the meaning of such term in the Plan Support
Agreement and the Stock Purchase Agreement, and that failure of the
Boards of Directors of Hertz Parent and Hertz Corp. to pursue such
alternative transaction proposals would reasonably be expected to
result in a breach of such Boards' fiduciary duties under
applicable law. The Board also concluded that neither the April 15
Initial Plan Sponsor Proposal nor the Revised Initial Plan Sponsor
Proposal constituted a Superior Transaction. Consequently, the
Debtors engaged with the Initial Plan Sponsors concerning the terms
of their proposals. In addition, the Debtors further negotiated
with the Plan Sponsors. Through this process, the Plan Sponsors
agreed to certain enhancements to their proposal embodied in the
Third Modified Second Amended Plan that was filed April 14. Those
modifications, which include an increase in the General Unsecured
Recovery Cash Pool Amount that will result in an estimated 100%
recovery on account of Allowed General Unsecured Claims (provided
that Allowed General Unsecured Claims do not exceed $550 million
plus the proceeds from the Specified Causes of Action) and New
Warrants to be distributed on account of Existing Hertz Parent
Interests, are reflected in the Plan and are supported by the
Committee.
On April 21, 2021, the Boards of Directors of Hertz Parent and
Hertz Corp. concluded that the Plan Sponsors' proposal (proposal by
Centerbridge group) embodied in the Plan represents the highest and
best proposal available to the Debtors as of the date of this
Disclosure Statement. In light of the foregoing and given the
imperatives of, among other things, emerging from chapter 11
protection as expeditiously as possible, preserving the value
provided by the fully committed proposal embodied in the Plan, and
obtaining urgently needed liquidity for the Debtors' European
business pursuant to the HIL Facility to be provided by the Plan
Sponsors, the Debtors proceeded to seek Bankruptcy Court approval
of this Disclosure Statement for the purposes of soliciting votes
on the Plan.
Overview of the Plan
The Plan is premised on an implied total enterprise value of
approximately $5.5 billion. Taking into account $1.3 billion of new
first lien debt and the sale of $385 million of new preferred
stock, and adding back excess cash (assumed to be about $700
million net of minimum cash at exit), results in an implied Plan
value for the common stock of Hertz Global Holdings, Inc., the
parent corporation of the Debtors ("Hertz Parent"), of
approximately $4.525 billion ("Plan Equity Value").
The new preferred stock of Hertz Parent is referred to in the Plan
as the Preferred Stock and the new common stock of Hertz Parent is
referred to in the Plan as the Reorganized Hertz Parent Common
Interests. The warrants of Hertz Parent are referred to in the
Plan as the New Warrants. Under the Plan, (i) each Holder of the
existing equity of Hertz Parent, which is currently trading
over-the-counter (OTC) under the symbol HTZGQ, will receive its Pro
Rata share of the New Warrants and (ii) the existing equity of
Hertz Parent will be extinguished and cancelled and will entitle
Holders of such Interests to no rights whatsoever other than the
treatment afforded Holders of such Allowed Interests under the
Plan.
The Plan contemplates a recapitalization of the Debtors through a
combination of the issuance of new debt and equity capital. Under
the Plan, the Reorganized Debtors will issue new Reorganized Hertz
Parent Common Interests, as follows (subject to dilution from the
Preferred Stock, the issuance of additional shares resulting from
increases in ALOC Facility Claims as described in the Rights
Offering Procedures and equity reserved or granted under the
Management Equity Incentive Plan and issuable upon exercise of New
Warrants):
(i) approximately 48.2% to the Holders of Unsecured Funded Debt
Claims, Pro Rata in exchange for such Claims;
(ii) approximately 9.5% to be sold to Dundon for $400 million;
(iii) approximately 2.0% to be sold to Centerbridge for $82.5
million;
(iv) approximately 2.0% to be sold to Warburg Pincus for $82.5
million; and
(v) the remaining approximately 38.4% of Reorganized Hertz
Parent Common Interests will be offered pursuant to the Rights
Offering to all Holders of Unsecured Funded Debt Claims, Pro Rata,
without regard to whether any such Holder is an "accredited
investor" within the meaning of Rule 501 Regulation D under the
Securities Act, or (ii) a "qualified institutional buyer" within
the meaning of Rule 144A of the securities Act. As part of their
agreement to sponsor the Plan, the members of the Ad Hoc Group of
Unsecured Noteholders have agreed to exercise the subscription
rights provided pursuant to the Plan to purchase Reorganized Hertz
Parent Common Interests. The members of the Ad Hoc Group of
Unsecured Noteholders have also agreed to purchase any Unsubscribed
Shares not purchased by the other Unsecured Funded Debt Holders.
The Plan also provides for the issuance of $385 million of
Preferred Stock that will be sold in equal amounts to each of
Centerbridge and Warburg Pincus. The Preferred Stock is
convertible to Reorganized Hertz Parent Common Interests under the
circumstances and subject to the conditions described in the term
sheet attached hereto as Exhibit M. The Preferred Stock will
accrue dividends in the amount of 4% per annum, compounded
quarterly, for the first three years (unless converted earlier),
payable in the form of additional liquidation preference for the
Preferred Stock. The Plan also provides for the Reorganized
Debtors to obtain a $1.3 billion senior secured term loan to fund
Plan distributions and a $1.5 billion revolving credit facility to
fund their working capital needs.
The transactions set forth in the Plan will raise approximately
$3.873 billion in Cash proceeds:
* $565 million from the purchase of Reorganized Hertz Parent
Common Interests by the Plan Sponsors;
* $1,623 million from the purchase of stock pursuant to the
Rights Offering, which the Plan Sponsors have committed to ensure
is fully funded pursuant to the terms of the EPCA;
* $385 million from the purchase of Preferred Stock by
Centerbridge and Warburg Pincus; and
* $1,300 million in proceeds from the Exit Term Loan Facility.
The funds generated by these transactions will be used, in part, to
provide the following distributions to creditors:
-- Payment in full of Administrative Claims, including all
amounts due in respect of the Debtors' DIP Financing, cure costs
arising from the assumption of Executory Contracts and Unexpired
Leases, Section 503(b)(9) Claims, and accrued and unpaid
professional fees;
-- Payment in full of Claims arising from the Debtors'
prepetition first lien facilities;
-- Payment in full of Claims arising under the Debtors'
prepetition second lien notes;
-- Payment in full of Other Secured Claims and Claims entitled
to priority under section 507(a) of the Bankruptcy Code;
-- Payment in full of Claims on account of the Debtors'
guarantee of the HHN Notes; and
-- Cash distributions to Holders of General Unsecured Claims in
the estimated amount of 100% of the Allowed amount of such Claims.
As noted above, the Holders of Unsecured Funded Debt Claims will
receive 48.2% of the Reorganized Hertz Parent Common Interests, as
well as certain Subscription Rights. Based on the valuation
performed by Moelis & Company LLC, which indicates the midpoint
equity value of the Reorganized Debtors at $4.421 billion,
Unsecured Funded Debt Holders will receive a recovery of
approximately 75% on account of such Claims. The Subscription
Rights permit Holders to purchase Pro Rata shares of Reorganized
Hertz Parent Common Interests pursuant to the Rights Offering at a
per share price based on a 6.7% discount to Plan Equity Value. The
PE Sponsors' commitment to purchase Reorganized Hertz Parent Common
Interests is at the same per share price offered to Holders of
Unsecured Funded Debt Claims pursuant to the Rights Offering (i.e.
a 6.7% discount to Plan Equity Value). Further, Holders of Allowed
Existing Hertz Parent Interests shall receive on account of such
Interests their Pro Rata share of the New Warrants, exercisable on
the terms of and subject to the conditions of the term sheet
attached as Exhibit A to the Plan.
The Debtors will emerge from Chapter 11 protection with
approximately $2.2 billion in global liquidity (inclusive of
capacity under the Exit Revolving Credit Facility) and only $1.3
billion in corporate debt (exclusive of ABS facilities and letters
of credit). The Debtors believe that such liquidity is sufficient
to fund their operations after emergence and will provide them with
the financial strength and flexibility required to successfully
execute their business plan.
Attorneys for the Debtors:
Thomas E Lauria
Matthew C. Brown
WHITE & CASE LLP
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131
Telephone: (305) 371-2700
J. Christopher Shore
David M. Turetsky
Andrew T. Zatz
Andrea Amulic
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Jason N. Zakia
111 South Wacker Drive
Chicago, IL 60606
Telephone: (312) 881-5400
Roberto J. Kampfner
Ronald K. Gorsich
Aaron Colodny
Andrew Mackintosh
Doah Kim
555 South Flower Street, Suite 2700
Los Angeles, CA 90071
Telephone: (213) 620-7700
Mark D. Collins
John H. Knight
Brett M. Haywood
Christopher M. De Lillo
J. Zach Noble
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
910 N. King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
A copy of the Disclosure Statement is available at
https://bit.ly/3aG9KdQ from Prime Clerk, the claims agent.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HOOD LANDSCAPING: Selling 49 Acres of Cook County Land for $190K
----------------------------------------------------------------
Hood Landscaping Products, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Georgia a notice of its proposed
sale of its 48.56 acres, more or less, Parcel Numbers 0036 040 and
0036 083 in Cook County, Georgia, free and clear of liens and
claims, to Cook County Land Ventures, L.L.C., for $190,000.
A hearing on the Motion is set for May 25, 2021, at 10:30 a.m.
The Debtor owns the real estate. The real estate is property of
the bankruptcy estate.
The real estate is subject to the following liens, listed in the
order of priority:
1. Farmers and Merchants Bank ("FMB") security deed recorded
in the Cook County Clerk's Office securing a debt of approximately
$5,387,382.
2. Cook County Tax Commissioner claim for real estate taxes
estimated to be $6,550.77.
3. American Zurich Insurance Co. claim by a Fi. Fa issued by
the Superior Court of Cook County, Georgia in case no. 2015-CV-025
recorded in Lien Docket 45, Page 243 on 6-15-17 in the amount
of$180,636.12.
4. Georgia Department of Labor claim by an Unemployment
Contribution Fi. Fa, 201808946 dated 2-16-18 and recorded in Lien
Book 48, Page 301 on 3-28-18 in the amount of $1726.36.
5. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa. 201823940 recorded in Lien Book 50, Page 229
on 7-16-18 in the amount of $1,726.36.
6. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa. 201840807 recorded in Lien Book 5 Page 235 on
10-15-18 in the amount of $818.02.
7. Trinity Packaging Corp. by a Fi. Fa. issued by the
Superior Court of Cook County Georgia in case no. 2018-CV-F008
against Hood Landscaping Products Inc. recorded in Lien Book 52,
Page 48 on 12-11-18 in the amount of $27,935.51.
8. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa.201858142 recorded in Lien Book 52, Page 116 on
1-25-19 in the amount of $818.02.
9. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa 201912507 recorded in Lien Docket 52, Page 276
on 4/15/2019 in the amount of $848.25.
10. House-Hasson Hardware Co., Inc. claim by a Writ of Fi.
Fa. Issued by the Superior Court of Cook County, Georgia in case no
2020CV046 recorded in Lien Book 58, Page 6 on May 6, 2020 in the
amount of $10,304.24.
The Debtor proposes to sell the real estate free and clear of liens
and claims to the Buyer for a gross sale price of $190,000. There
will be no realtor commission will be paid as part of the sale. The
terms of sale are contained in their Sales Contract dated April 2,
2021.
The Debtor proposes to pay the following at closing from the sale
proceeds: Closing costs for which the Debtor is responsible under
the sale contract including attorney fees to closing attorney
Pearce Scott, real estate taxes owed to Cook County Tax
Commissioner and to pay the balance of the sale proceeds to Farmers
and Merchants Bank. Since Farmers and Merchants Bank's secured
claim exceeds the value of the real estate, there will be no sale
proceeds available to pay to subordinate lienholders shown or to
any other subordinate lien or claim.
A copy of the Contract is available at https://tinyurl.com/2p3bff8v
from PacerMonitor.com free of charge.
The Purchaser:
COOK COUNTY LAND VENTURES, L.L.C.
P.O. Box 68
Adel, GA 31620
About Hood Landscaping
Hood Landscaping Products, Inc., a wholesaler of landscaping
equipment and supplies in Adel, Georgia., filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case No. 19-70644) on June 3, 2019. In the petition signed by CFO
Leon Hood, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities. Judge John T. Laney III
oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the
Debtor's counsel.
INTELLIPHARMACEUTICS INT'L: Closes C$3.85M Private Placement
------------------------------------------------------------
Intellipharmaceutics International Inc. has completed a
non-brokered private placement of 9,414,560 common shares of the
Company at a price of CAD$0.41 per Common Share for total gross
proceeds of CAD$3,859,969.
The proceeds of the Private Placement are expected to be used to
maintain the Company's existing operations and for general working
capital purposes and to fund research and development activities.
The Common Shares will be subject to a four-month hold period
expiring on Aug. 22, 2021 in accordance with applicable securities
legislation and the policies of the Toronto Stock Exchange. The
Private Placement remains subject to the final acceptance by the
TSX.
The Common Shares were sold only to non-U.S. persons outside of the
United States pursuant to Regulation S under the United States
Securities Act of 1933. The Common Shares issued in the Private
Placement were not registered under the 1933 Act or the securities
laws of any state in the United States and may not be offered or
sold in the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the 1933 Act) or
persons in the United States absent registration or an applicable
exemption from such registration requirements.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the
Company's abuse-deterrent oxycodone hydrochloride extended release
formulation ("Oxycodone ER") based on its proprietary nPODDDS novel
Point Of Divergence Drug Delivery System (for which an NDA has been
filed with the FDA), and Regabatin XR (pregabalin extended-release
capsules).
Intellipharmaceutics reported a net loss and comprehensive loss of
$3.39 million for the year ended Nov. 30, 2020, compared to a net
loss and comprehensive loss of $8.08 million for the year ended
November 30, 2019. As of Nov. 30, 2020, the Company had $3.38
million in total assets, $9.70 million in total liabilities, and a
shareholders' deficiency of $6.31 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Feb. 28,
2021, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
JCV GROUP: Seeks Court Approval to Hire Valuation Expert
--------------------------------------------------------
JCV Group, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Newburgh, N.Y.-based
valuation expert, Advent Valuation Advisors, LLC.
The firm's services include:
a. reviewing the Debtor's financial data and operations in
connection with the valuation of the equity interest of the
business for the Debtor's plan of reorganization and forecasts;
b. providing testimony in connection with the valuation.
The firm's customary hourly rates range from $170 to $295.
As disclosed in court filings, Advent Valuation Advisors is a
"disinterested" person as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David Maleh
Advent Valuation Advisors, LLC
11 Racquet Road, Suite C
Newburgh, NY 12550
Phone: +1 845 567 0900
Fax: +1 845 790 0660
About JCV Group LLC
JCV Group LLC -- http://jcvbrands.com-- is a wholesale domestics,
baby and pet company established and based in New York.
JCV Group filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13563) on Nov. 6,
2019. In the petition signed by David Maleh, chief executive
officer, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. Eric S. Medina, Esq., at Medina Law Firm,
LLC is the Debtor's legal counsel.
KIWA BIO-TECH: Taps JLKZ CPA as Accountant
------------------------------------------
The Board of Directors of Kiwa Bio-Tech Products Group Corporation
has tapped JLKZ CPA LLP as the independent principal accountant and
auditor to report on the Company's financial statements for the
fiscal year ended Dec. 31, 2020, including performing the required
quarterly reviews. During the Company's two most recent fiscal
years and the subsequent interim period through Dec. 31, 2019, the
Company did not consult JLKZ with respect to any of the matters or
events listed in Regulation S-K Item 304(a)(2).
About Kiwa Bio-Tech
Headquartered in Ontario, California, Kiwa Bio-Tech Products Group
Corporation -- develops, manufactures, distributes and markets
innovative, cost-effective and environmentally safe
bio-technological products for agriculture use. The Company's
products are designed to enhance the quality of human life by
increasing the value, quality and productivity of crops and
decreasing the negative environmental impact of chemicals and other
wastes.
New York-based Friedman LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated May 29,
2020, citing that the Company had an accumulated deficit of
$21,158,508 and $14,803,530 as at Dec. 31, 2019 and 2018,
respectively, the Company incurred a net loss of $6,635,296 for the
year ended Dec. 31, 2019. These factors raise substantial doubt
about its ability to continue as a going concern.
L&L WINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: L&L Wings, Inc.
DBA Wings
666 Broadway
8th Floor
New York, NY 10012
Business Description: L&L Wings, Inc. is a retailer of beachwear
and beach sundry items. The Debtor
currently operates 26 stores throughout
North Carolina, South Carolina, Florida,
Texas, and California.
Chapter 11 Petition Date: April 24, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10795
Debtor's Counsel: Robert L. Rattet, Esq.
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212-286-1884
E-mail: rlr@dhclegal.com
jsp@dhclegal.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Ariel Levy, president.
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 is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MWXO4SI/LL_Wings_Inc__nysbke-21-10795__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Bank of America Guaranty $2,672,863
Attn: Jose Diaz
101 E. Kenneday
Dr. Ste. 500
Tampa, FL 33602
2. BeachMart, Inc. Judgment $15,868,068
c/o Womble Bond
Dickinson LLP
Attn: S.F. Shaw and
C.A. Burke, Esqs.
300 N. Greene Street
Ste. 1900
Greensboro, NC 27401
3. Hilldun Corporation $180,260
225 West 35th St.,
10th Fl.
New York, NY 10001
4. Island World $159,979
Apparell Corp.
3620 Briggeman Drive
Los Alamitos, CA 90720
5. Morgan Lewis & $266,202
Bockius, LLP
Attn: Richard Taffet, Esq.
101 Park Avenue
New York, NY 10178
6. Rosenthal & $248,293
Rosenthal Inc.
Attn: Deborah Jones/
Elliot Levy
1370 Broadway
New York, NY 10018
7. TD Bank, N.A. Guaranty $7,921,066
Attn: Charles Flint
9715 Gate Pkwy. North
Jacksonville, FL 32246
8. TD Bank, N.A. Guaranty $5,125,147
Attn: Charles Flint
9715 Gate Pkwy. North
Jacksonville, FL
32246
9. TD Bank, N.A. Guaranty $4,792,082
Attn: Charles Flint
9715 Gate Pkwy. North
Jacksonville, FL 32246
10. TD Bank, N.A. PPP Loan $2,600,860
Attn: Charles Flint
9715 Gate Pkwy. North
Jacksonville, FL 32246
11. TD Bank, N.A. Guaranty $961,333
Attn: Charles Flint
9715 Gate Pkwy. North
Jacksonville, FL 32246
12. The CIT Group $392,111
Attn: Corey Lehr, VP
Commercial Services, Inc.
11 West 42nd Street,
11th Fl.
New York, NY 10036
13. Truist Bank Guaranty $549,848
401 E. Jackson St.,
20th Fl.
Tampa, FL 33602
14. Truist Bank Guaranty $764,175
Attn: Martha Hernandez
401 E. Jackson St.,
20th Fl.
Tampa, FL 33602
15. Truist Bank Guaranty $2,927,958
Attn: Martha Hernandez
401 E. Jackson St.
20th Fl.
Tampa, FL 33602
16. United Community Bank Guaranty $1,334,843
11916 Plaza Drive
Murrells Inlet, SC
29576
17. United Community Bank Guaranty $628,892
11916 Plaza Drive
Murrells Inlet, SC 29576
18. United Community Bank Guaranty $469,667
11916 Plaza Drive
Murrells Inlet, SC 29576
19. United Community Bank Guaranty $462,553
1701 North Oak Street
Banking Dept.
Myrtle Beach, SC 29577
20. Wells Fargo Bank, N.A. $551,074
Attn: Christine Hocker
14241 Dallas Parkway
Ste. 900
Dallas, TX
75254-2936
L. BRANDS: Victoria's Secret Aims Bigger Valuation in Sale Talks
----------------------------------------------------------------
Eliza Ronalds-Hannon and Crystal Tse of Bloomberg News report L.
Brands Inc.'s Victoria's Secret has restarted talks with buyers
about a potential sale, and is seeking more than double the $1.1
billion value it had last year in a failed deal, according to
people familiar with the matter.
After strong recent sales, the company could now target a valuation
of at least $2 billion to $3 billion in a potential sale, said the
people, who asked not to be identified discussing private
negotiations. L Brands agreed last 2020 to cancel a deal giving
private equity firm Sycamore Partners 55% control of the lingerie
chain for around $525 million.
About L. Brands Inc.
L Brands, Inc. sells women's apparel and beauty products. The
Company offers various products including women's apparel, women's
lingerie, beauty and personal care products, home fragrances, and
other related products and accessories. L Brands serves customers
in the United States, Canada, and the United Kingdom through
specialty retail stores, websites, and catalogues. The company is
based in Columbus, Ohio.
About Victoria's Secret
Victoria's Secret is an Ohio corporation with its principal place
of business located in Columbus, Ohio and is a developer, operator
and retailer of clothing and apparel. The company's website
provides consumers with access to an array of goods and services
including accessories, swimwear, loungewear, sport apparel,
streetwear, sleepwear, footwear, under garments, intimates,
lingerie, store locator, store offers and events, sale items, bags,
backpacks, wallets, wristlets, sunglasses, beauty bags, lip gloss,
fragrance, bath and body products available online and in retail
stores for purchase.[BN]
LAKEVIEW VILLAGE: Fitch Affirms BB+ Ratings on 2017A/2018A Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating assigned to the
following City of Lenexa, Kansas Health Care Facility revenue bonds
issued on behalf of Lakeview Village, Inc. (Lakeview):
-- $16.3 million series 2017A;
-- $52 million series 2018A.
Fitch has also assigned Lakeview an Issuer Default Rating (IDR) of
'BB+'.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of unrestricted receivables, a
leasehold interest on the existing facility and a debt service
reserve fund (DSRF).
ANALYTICAL CONCLUSION
The 'BB+' rating reflects Fitch's expectation that Lakeview Village
will continue to demonstrate balance sheet and profitability
metrics that are consistent with historical performance, in the
context of weaker revenue defensibility, owing to a fairly
competitive market environment, which has historically dampened
demand. Despite operating disruptions caused by the pandemic,
Lakeview has remained stable throughout fiscal 2020 (year-end Dec.
31).
Like many life plan communities (LPCs) in the sector, Lakeview
experienced a slowdown in sales and marketing for its independent
living units (ILUs), as well as lower census levels in assisted
living (AL) and its skilled nursing facility (SNF). However,
management notes that there has been some recent moderate recovery
in demand for all service lines as the rate of infection has slowed
within and outside the community, and vaccines have been
administered to both staff and residents. The combination of
increased expenses and lower revenues as a result of the pandemic
depressed margins in 2020, but higher costs were offset by
government stimulus payments.
KEY RATING DRIVERS
Revenue Defensibility: 'bb'
Demand Remains Consistent Despite Competition
Occupancy at Lakeview aligns with a weak assessment but has stayed
at consistent levels over recent years. The community operates in a
fairly competitive environment, which has historically dampened
demand for its services, but even with the pandemic's challenges,
ILU occupancy was not meaningfully lower in 2020. Additionally,
management has implemented affordable, consistent rate increases
across all service lines.
Operating Risk: 'bbb'
Solid Cost Management and Adequate Capital Spending
Lakeview is a solid operator for its rating level. In terms of core
expense management and profitability, the community continues to
post results that are consistent with a 'bbb' assessment of its
operating risk. Margins were down somewhat because of pandemic
stresses but are still adequate relative to historical
performance.
Capex plans have recently focused on renovating and repositioning
the community to meet rising market demands for larger ILUs and
apartments resembling neighborhood living. Presales velocity for
newer units has been very good. Lakeview's capital-related metrics
indicate that its long-term liabilities are supportable based on
its consistent operating performance.
Financial Profile: 'bb'
Steady Margins Drive Incremental Cash Growth
In the context of the assessments of its business profile
attributes, Fitch expects Lakeview to maintain leverage metrics
that are consistent with a 'bb' assessment of its financial profile
throughout Fitch's forward-looking scenario analysis. Over time,
Fitch expects Lakeview to moderately improve entrance fee cash
flows as demand for ILUs gradually recovers to pre-pandemic
levels.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
There are no asymmetric risk factors affecting this rating
determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improved ILU occupancy that is consistently around 90%;
-- Net operating margin adjusted (NOMA) that stays around 28%
30%, leading to commensurate growth in liquidity.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Recent gains in marketing and sales efforts reverse, causing
ILU occupancy to decline to 80%-82%;
-- Core operations deteriorate, resulting in net operating margin
(NOM) and operating ratio diminishing to around 12%-15% and
103%-105%, respectively.
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
Lakeview's roughly 96-acre campus consists of 534 ILUs, 26 ALUs, a
120-bed SNF and 38 short-term rehab beds. The corporation currently
considers 45 ILUs and three ALUs to be unmarketable, and all
occupancy statistics are calculated on a marketable unit basis.
Lakeview has three affiliated entities outside the obligated group
(OG), including a foundation and two independent living HUD
properties. Fitch uses OG financials for its analysis and all
figures cited in this press release. Lakeview had approximately $47
million in total revenues in 2020.
REVENUE DEFENSIBILITY
Over the last five fiscal years, ILU, ALU and SNF occupancy have
averaged 84%, 93% and 88%, respectively. As of unaudited fiscal
2020, ILU occupancy averaged 84%, which is on par with historical
performance, whereas AL and SNF census levels fell to 90% and 77%.
The weaker AL and SNF occupancy statistics reflect pandemic-related
stresses, notably campus access restrictions and deferred elective
procedures at hospitals. Fitch expects Lakeview to improve AL and
SNF censuses as the campus reopens and nearby hospitals continue to
normalize their operations. IL occupancy should stay at roughly its
current level with possible incremental increases as newer, larger
units come online and are filled.
There is some notable competition within Lakeview's primary market
area (PMA), which Fitch believes has limited its ability to achieve
higher IL occupancy. There are three other full-service retirement
communities within the PMA, including two newer communities that
opened in 2007, as well as other for-profit retirement population
care providers. However, Lakeview is one of only two traditional
Type A LPC's in the PMA, which, in Fitch's view, gives it a unique
market presence.
Lakeview has applied consistent rate increases for both entrance
fees and monthly fees of approximately 3.5% each year. The Kansas
City housing market has also shown strong growth as home sales have
been robust and houses are typically sold quickly. According to
management, the average resident derives about 65% of their funds
to pay for entrance fees from selling their houses, so the solid
growth in real estate bodes well for Lakeview's near-to-medium term
demand and affordability. Weighted average entrance fees amount to
about $252,000 which are affordable relative to residents' average
net worth of about $2.8 million.
OPERATING RISK
Lakeview Village is a predominantly type-A community currently
offering fully amortizing contracts, 75% refundable contracts and
rental contracts.
The community's operational performance is on par with a midrange
assessment. Lakeview's five-year averages for operating ratio, NOM
and NOMA are 99.3%, 8.5% and 22.1%, respectively. Given Lakeview's
rating level and that it's a Type A community, Fitch views its core
operating profitability as very good, reflecting solid cost
management. These key metrics deteriorated somewhat in 2020 due to
the pandemic but were bolstered by $1.9 million in government
stimulus, offsetting almost all of the pandemic-related supply
costs and labor expenses. While 2020 performance is down, it is not
far off from historical performance over the last few years.
Capex-to-depreciation has averaged 100.0% over the last five years
and particularly ramped up in 2019 to 119.2% when Lakeview made
some notable capital investments in its campus to remain
competitive. However, Lakeview's average age of plant is 15.7 years
as of 2020, which, despite recent capex plans, is elevated for its
rating level and aligns with a weak assessment.
To enhance the appeal of its ILUs, management has undertaken
projects to reposition older four-plex cottages with more modern
single-family and duplex buildings and combining smaller apartment
units. These initiatives have helped Lakeview meet current market
demands for unit size and amenities and right-size the campus by
reducing the number of ILUs. Lakeview has also built and filled all
eight of the new villas completed in 2020, and presold six of the
seven new villas that started construction in early 2021.
Management anticipates continuing these practices over the longer
term.
FINANCIAL PROFILE
Lakeview's unrestricted cash and investments totaled about $37
million as of fiscal 2020, representing an adequate 62.3% of
adjusted debt and sufficient 330 days cash on hand (DCOH). MADS
coverage including entrance fees shows a solid five-year average of
1.9x, which is comfortably in excess of its covenant requirement of
1.2x.
Fitch believes that Lakeview will continue to improve marketing and
sales of its ILUs as they address the challenges of the pandemic.
Newly-constructed villas show signs of solid desirability given
current occupancy levels and presales numbers, which should further
boost demand indicators and allow it to compete with nearby LPCs.
Because Lakeview has good relationships with neighboring acute care
providers and campus access restrictions have started to subside,
Fitch expects the upward trend in AL and SNF census to continue.
As a result of these anticipated improvements, Fitch expects
Lakeview's balance sheet metrics to incrementally improve over
time, as cash flows from entrance fees accrue from existing and new
ILUs. Fitch expects the community to sustain cash-to-adjusted debt
of about 60% to 65% and MADS coverage at levels consistent with
current performance throughout the base case scenario, which
factors in Fitch's standard portfolio stress. Fitch also expects
Lakeview to continue to grow its cash position and maintain
adequate DCOH of roughly 300, throughout the base case scenario,
which is neutral to the rating.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric additional risk considerations were relevant to the
rating determination. All of Lakeview's outstanding debt is fixed
rate and fully-amortizing.
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.
LAROCHE CARRIER: June 9 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Robert E. Grant will hold a hearing on June 9, 2021, at 10:40
a.m. in Room 2127, Federal Building, 1300 South Harrison Street,
Fort Wayne, Indiana, to consider the approval of the amended
Disclosure Statement Laroche Carrier LLC.
Any objection to the Amended Disclosure Statement shall be filed
with the Clerk of the Bankruptcy Court no later than seven days
prior to the hearing.
About LaRoche Carrier
LaRoche Carrier, LLC, was engaged in using multiple vehicles and
multiple trailers. The company was paying drivers by the miles and
ran into difficulty keeping drivers and also having mechanical
failures for both the tractors and the trailers.
Laroche Carrier LLC sought Chapter 11 protection (Bankr. N.D. Ind.
Case No. 19-10532) on April 1, 2019. Frederick W. Wehrwein, Esq.,
at FRED WEHRWEIN, P.C., is the Debtor's counsel.
LATHAM POOL: Moody's Puts B2 CFR Under Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Latham Pool
Products, Inc. on review for upgrade, including the B2 Corporate
Family Rating, the B2-PD Probability of Default Rating, and the B2
rating on the company's senior secured first lien credit
facilities. This follows Latham Group, Inc.'s (Latham Group the
indirect parent company of Latham) amendment to its registration
statement for its planned initial public offering (IPO) of shares
of its common stock that Moody's views as credit positive because
the company plans to use some of the proceeds to repay outstanding
debt.
Latham Group intends to offer 20 million shares of its common stock
and expects the offering price to be between $19-$21 per share.
Latham Group estimates net cash proceeds from the public offering
will be approximately $365.7 million, assuming the midpoint of the
expected price per share range (or $421.5 million if the
underwriters exercise their option to purchase additional shares in
full). The company plans to use $152.7 million of the net proceeds
to partially repay its first lien term loan, $16 million to fully
repay borrowing outstanding on its revolving credit facility, $172
million to repurchase shares of common stock from existing common
equity holders, and $25 million for general corporate purposes,
including funds for working capital.
Pro forma for the IPO transaction and anticipated debt reduction,
Latham's debt/EBITDA leverage will meaningfully decline by almost
two turns to 2.8x as of fiscal year end December 31, 2020, down
from 4.5x pre-IPO and pro forma for the February 2021 incremental
term loan.
The rating review will focus on Latham's actual financial leverage
following the initial public offering transaction, financial
policies as a public company, debt mix, and operating strategy. In
addition, Moody's will assess the sustainability of the significant
improvement in earnings experienced in recent quarters because of
strong consumer demand for new pools amidst the pandemic, and the
potential for demand and earnings to fall when a broader array of
entertainment options and capacity are available as the coronavirus
eases. The planned IPO's ultimate impact on Latham's financial
profile remains uncertain and will depend on future earnings, the
actual proceeds of the planned equity offering and the allocation
of proceeds. Governance considerations include that the company
will remain majority owned and controlled by its existing private
equity sponsors, the anticipated lower financial leverage, and the
company's financial policies following the IPO including the
potential for acquisitions. Moody's expects to conclude the review
process shortly after the completion of the proposed IPO.
On Review for Upgrade:
Issuer: Latham Pool Products, Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured First Lien Bank Credit Facility, Placed on Review
for Upgrade, currently B2 (LGD3)
Outlook Actions:
Issuer: Latham Pool Products, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Notwithstanding the rating review, Latham's B2 CFR broadly reflects
its relatively small scale with revenue under $500 million and its
customer concentration. The company has narrow product focus in the
highly discretionary swimming pool and pool equipment categories,
and it is exposed to the inherent cyclicality and high seasonality
of the residential pool industry due to reliance on discretionary
consumer spending and weather. Latham's financial leverage is high
with debt/EBIDTA at around 4.5x as of fiscal year end December 31,
2020, and pro forma for recent acquisitions and the incremental
first lien term loan that was issued to fund a dividend to the
private equity sponsors. Governance factors primarily consider the
company's aggressive financial policies under private equity
ownership, including high financial leverage, and debt financed
acquisitions and shareholder distributions.
Latham's credit profile also reflects its solid market position in
its core pool product segments, particularly in the company's
biggest and high margin fiberglass segment, which continues to grow
its share of the US market. Demand for pools has been very strong
in 2020 as consumers are spending more time at home, and
discretionary expenditures in summer activities such as travel have
been canceled. Moody's expects good consumer demand will continue
through the summer of fiscal 2021, supported by a solid US housing
market, and continued focus on stay-at-home, social distancing, and
outdoor activities. Latham's good liquidity reflects its good cash
flow generated on an annual basis, cash balance of about $59.3
million, access to an undrawn $30 million revolver as of December
31, 2020, and lack of meaningful debt maturities until the revolver
expires in fiscal 2023.
The coronavirus outbreak, the government measures put in place to
contain it, and the global economic outlook continue to disrupt
economies and credit markets across sectors and regions. Although
an economic recovery is underway, it is tenuous and its
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around Moody's forecasts is
unusually high. Moody's regard the coronavirus outbreak as a social
risk under its ESG framework, given the substantial implications
for public health and safety. Social risk factors also consider the
company is exposed to changes in consumer discretionary spending
power, as well as shifts in consumer spending trends such as home
improvement and outdoor recreational activities like swimming
pools.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company meaningfully increases
its revenue scale, demonstrates consistent organic revenue growth
and operating margin expansion, while debt/EBITDA is sustained
below 3.5x. A ratings upgrade would also require the company to
maintain at least good liquidity, including good free cash flows
and revolver availability, as well as financial policies that
support credit metrics at the above levels.
The ratings could be downgraded if the company's operating profit
deteriorates such that Moody's expects the company will maintain
debt/EBITDA above 4.5x. Ratings could also be downgraded if
liquidity weakens, including weak or negative free cash flows on an
annual basis, or if the company completes a large debt-financed
acquisition or shareholder distribution.
Headquartered in Latham, New York, Latham Pool Products, Inc. is a
manufacturer of in-ground residential swimming pools and components
in North America, Australia, and New Zealand. Pamplona Capital
Management owns the majority of Latham, with Wynnchurch Capital LLC
owning a minority stake. Latham reported revenue of $403 million
for the fiscal year ending December 31, 2020.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru May 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Lewisberry Partners, LLC to use cash collateral in
which Loan Funder LLC asserts an interest on an interim basis in
accordance with the budget through May 14, 2021, with a 10%
variance.
The Debtor requires the immediate authority to use Cash Collateral
in order to continue its business operations without interruption
toward the objective of formulating an effective plan of
reorganization.
The Debtor is authorized to use Cash Collateral to meet its
ordinary cash needs for the payment of actual expenses necessary to
(a) maintain and preserve their assets, (b) continue operation of
its businesses, including the payment of expenses as reflected in
the Budget, and (c) pay United States Trustee fees.
The Debtor's banks are authorized and directed to receive, process,
honor, and pay upon any draft drawn on Loan Funder or any
assignee's collateral for purposes of making the payments
authorized under the Cash Collateral Order.
As adequate protection for use of Loan Funder or any assignee's
Cash Collateral from the Petition Date forward, Loan Funder or any
assignee is granted Replacement Liens to the same extent and
priority existing on the Petition Date.
A further hearing on the matter is scheduled for May 6 at 10 a.m.
A copy of the order and the Debtor's 30-day projected cash budget
is available at https://bit.ly/3tOfud2 from PacerMonitor.com.
The Debtor projects total expenses/debits of $26,129 for the
one-month period through May 12.
About Lewisberry Partners, LLC
Lewisberry Partners, LLC is primarily engaged in renting and
leasing real estate properties. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on February 9, 2021. In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Eric L. Frank oversees the case.
Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP
is the Debtor's counsel.
M GROUP HOTELS: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: M Group Hotels, Inc.
6945 Abbott Avenue
Miami Beach, FL 33141
Business Description: M Group Hotels is an affiliate of The Alpha
House, Inc., owner of the M Boutique Hotel
in Miami, Fla. Alpha House filed for
Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 21-12338) on March 11, 2021.
Chapter 11 Petition Date: April 26, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 21-13977
Judge: Hon. Laurel M. Isicoff
Debtor's Counsel: Robert C. Meyer, Esq.
ROBERT C. MEYER, PA
2223 Coral Way
Miami, FL 33145-3508
Tel: 305-285-8838
Fax: 305-285-8919
Email: meyerrobertc@cs.com
Total Assets: $10,820
Total Liabilities: $2,643,737
The petition was signed by Matthieu Mamoudi, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RDDLTXQ/M_Group_Hotels_Inc__flsbke-21-13977__0001.0.pdf?mcid=tGE4TAMA
MAPLE LEAF: Court OKs Deal on Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin has
approved the Amended Stipulation filed by Maple Leaf Cheese
Cooperative and Bank of New Glarus regarding Maple Leaf's use of
cash collateral.
Among other things, the Amended Stipulation involves an agreement
allowing (i) the Debtor's use of cash collateral, (ii) cash
payments to New Glarus for adequate protection, and (iii) payment
of the section 503(b)(9) Claims. The Amended Stipulation requires a
14-day objection period under Bankruptcy Rule 4001(d)(2), and no
objections have been filed.
Bank of New Glarus provided various loans to the Debtor, as
documented by various notes, mortgages, security instruments, and
related documents. The loans are secured by mortgages and security
interests against the Debtor's cheese facility and other business
assets, including cash collateral.
As adequate protection to New Glarus, the Debtor grants New Glarus
replacement liens in an amount equal to and in the same priority as
they had as of the Petition Date to the extent that New Glarus had
a properly perfected security interest in cash collateral as of the
Petition Date.
The Debtor is also authorized to make $8,621.30 in monthly cash
payments to New Glarus.
The Debtor may pay an aggregate amount equal to $84,202.68 to the
Debtor's patron members, or as they may otherwise direct, from the
Debtor's debtor-in-possession account, consistent with the Amended
Stipulation.
All valid liens and security interests on or in the Collateral
granted to New Glarus by the Order will be deemed duly perfected
and recorded under all applicable federal or state or other laws as
of the date hereof, and no notice, filing, mortgage recordation,
possession, further order, landlord or warehousemen lien waivers or
other act, will be required to effect such perfection.
A copy of the order is available for free at https://bit.ly/2QTkbUq
from PacerMonitor.com.
About Maple Leaf Cheese Cooperative
Maple Leaf Cheese Cooperative, a dairy product manufacturing
business based in Monroe, Wis., sought Chapter 11 protection
(Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition
was signed by Jeremy Mayer, president of the Company.
At the time of filing, the Debtor disclosed $1 million to $10
million in both assets and liabilities.
Judge Catherine J. Furay oversees the case.
The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy
counsel, Peters & Peters, CPA as accountant, and WPower L.L.C. as
consultant.
MCGEHEE PARK: Wins Cash Collateral Access Thru May 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama,
Northern Division, has authorized McGehee Park Apartments, LLC to
use cash collateral on an interim basis and provide adequate
protection through May 15, 2021, with a 10% variance.
The Debtor requires the use of Cash Collateral to continue to
operate its business in the ordinary course.
The Debtor is indebted to Fannie Mae pursuant to a Multifamily Note
dated as of June 7, 2016, evidencing a loan in the original
principal amount of $5,687,500, payable to the order of Arbor
Commercial Funding, LLC, the Lender, and subsequently assigned to
Fannie Mae.
The Loan is governed by the Multifamily Loan and Security Agreement
dated as of June 7, 2016, executed by and between the Debtor and
the Lender, as assigned to Fannie Mae.
Pursuant to the Multifamily Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated as of June 7,
2016, and recorded in Book RLPY 04835, Page 0595, in the Office of
the Judge of Probate for Montgomery County, Alabama, the Note is
secured by a first lien on certain real property commonly known as
the "McGehee Park Apartments" located in Montgomery, Alabama.
To further secure payment of the indebtedness evidenced by the
Note, the Debtor granted to the Lender a security interest in its
personal property assets including all rents and leases.
The Lender assigned, negotiated and transferred its interest in the
Loan Documents to Fannie Mae, as more fully set out in the
Assignment of Multifamily Mortgage dated as of June 7, 2016, and
recorded in the Recording Office at Book RLPY 04835, Page 0617.
Fannie Mae, by virtue of assignment, negotiation and transfer, as
appropriate, now owns the Note, the Loan Agreement, the Mortgage,
and all other documents evidencing, securing, or relating to the
Loan, which assignments, negotiations and transfers have been
properly documented, recorded and acknowledged, and Arbor
Commercial Funding I, LLC is the current servicer of the Loan for
Fannie Mae.
Fannie Mae has agreed to and consents to the Debtor's use of the
Cash Collateral and the entry of the Fifth Interim Order subject to
provisions.
As a form of adequate protection, the Debtor will make payments to
Fannie Mae beginning February 1, 2021, and the first day of every
month thereafter until the expiration or termination of the Fifth
Interim Order:
April May June
----- --- ----
(Escrow) 2020 Taxes $4,778.39 $4,778.39 $4,778.39
(Escrow) Insurance
Premium $5,966.65 $5,966.65 $5,966.65
(Escrow) Replacement
Reserve $6,023.00 $6,023.00 $6,023.00
Interest 4.35% $20,365.75 $20,365.75 $20,365.75
Total: $37,133.79 $37,133.79 $37,133.79
As further adequate protection to Fannie Mae from any diminution in
value caused by the Debtor's use of Cash Collateral or the
imposition of the automatic stay, Fannie Mae is granted valid,
continuing, and automatically perfected first priority security
interests and replacement liens in and upon all of the Debtor's
assets.
The Adequate Protection Liens are subject only to existing valid,
enforceable, non-avoidable liens that were, as a matter of law,
senior to the lien of Fannie Mae as of the Petition Date and the
quarterly fees payable to the Bankruptcy Administrator and Clerk of
the Court pursuant to 28 U.S.C. Sec. 1930. The Adequate Protection
Liens will otherwise be senior to all other liens, claims, or
interests in or to the Collateral.
The Debtor is directed to maintain appropriate insurance coverage
on the Collateral with the same coverage amount that existed prior
to the Petition Date and naming Fannie Mae as an additional
insured.
The Debtor is also authorized and directed to pay all ad valorem
property taxes, sales taxes, if any, and other taxes or assessments
when due to the appropriate governmental entity during the pendency
of this Bankruptcy Case, including, without limitation, the ad
valorem taxes currently due for 2020. The Debtor estimates that its
liability for the 2020 ad valorem taxes is approximately $45,000.
Fannie Mae has agreed to allow the Debtor to utilize $29,452 in
insurance proceeds representing the final payment on claim
G10044385 to pay a portion of the 2019 ad valorem taxes, and the
guarantor, Michael Gray King, has agreed to pay the remaining
balance. Upon request, the Debtor will provide Fannie Mae with
notice of the payment of all such taxes and/or assessments.
The events constitute Events of Default:
(a) The Debtor's violation or breach of the Fifth Interim
Order which is not cured within five business days after receipt of
written notice to the Debtor of such default;
(b) Conversion of the Bankruptcy Case to a case under chapter
7 of the Bankruptcy Code;
(c) The appointment of a trustee in this Bankruptcy Case;
(d) The dismissal of the Bankruptcy Case;
(e) The entry of any order modifying, reversing, revoking,
rescinding, vacating or amending the Fifth Interim Order without
the prior written consent of Fannie Mae.
The final hearing to consider entry of a Final Order on the
Debtor's continued use of cash collateral is scheduled for May 13
at 10 a.m.
A copy of the order and the Debtor's monthly operating budget is
available for free at https://bit.ly/32Fqde6 from PacerMonitor.com.
The Debtor projects $95,283.79 in monthly expenses.
About McGehee Park Apartments
McGehee Park Apartments is a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)).
McGehee Park Apartments filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No.
20-32590) on Dec. 29, 2020. Michael King, sole member, signed the
petition. In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge William R. Sawyer oversees the case.
Memory Memory & Causby, LLP is the Debtor's legal counsel.
Fannie Mae is represented by:
Matthew M. Cahill, Esq.
Rita L. Hullett, Esq.
BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, PC
420 20th Street North, Suite 1400
Birmingham, AL 35203
Tel: (205) 328-0480
Fax: (205) 322-8007
E-mail: mcahill@bakerdonelson.com
@bakerdonelson.com
MEDLEY LLC: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Medley,
LLC.
The committee members are:
1. U.S. Bank, National Association
Indenture Trustee
Attn: Ian Bell
69 Livingston Ave.
Saint Paul, MN 55107
Phone: 651-464-5860
Email: ian.bell@usbank.com
2. Mr. Glenn Gardipee
3. Mr. James MacAyeal
4. Mr. Carl Wegerer, III
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About 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
MERIDIAN 3D: Seeks Voluntary Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Trajan Warren of Triad Business Journal reports that
Greensboro-based graphic design company Meridian 3D files for
voluntary Chapter 7 bankruptcy.
Meridian 3D, Inc., a Greensboro-based graphic design company, has
filed for voluntary Chapter 7 bankruptcy through the U.S Bankruptcy
Court Middle District of North Carolina.
Meridian filed for April 19, 2021, and was represented by Wendy H.
James of the Law Office of Wendy H. James in Kernersville. Brian
Richard Anderson of Fox Rothschild LLP was listed as the bankruptcy
trustee before resigning from the case. A replacement trustee has
not yet been named.
According to the filing, Meridian had total assets of $387,889 and
liabilities of $1,032,650. Of the liabilities, $521,391 was to
priority unsecured claims and $511,258 to nonpriority unsecured
claims.
The filing lists 30 creditors, five of which have claims secured by
property. That includes two claims from Pinnacle Bank for $201,443
and $228,818, as well as two claims from GreatAmerica Financial
Service Corp. for $17,154 and $10,441.
The remaining creditors have unsecured claims and include claims
from BB&T for $17,800, two claims from First Citizens Bank for
$43,057 and 52,175, Schell Bray PLLC for $13,750. The filing also
listed a dispute on a $141,000 claim from Ricardo Artiga, a minor
shareholder to the corporation and managing principal at Meridian.
The dispute states there is no documentation of these loans.
Artiga is the registered agent on Meridian's professional
corporation listing on the N.C. Secretary of State Web site.
Attempts to reach Meridian 3D representatives and attorney Wendy
James by Triad Business Journal were unsuccessful.
About Meridian 3D
Meridian 3D Inc. is a graphic design company based in Greensboro,
North Carolina.
Meridian sought voluntary Chapter 7 protection (Bankr. M.D.N.C.
Case No. 21-10214) on April 19, 2021. The Debtor disclosed total
assets of $387,889 and total assets of $387,889, as of April 19,
2021. The Law Office of Wendy H. James, led by Wendy H. James, is
serving as the Debtor's counsel. Brian Richard Anderson of Fox
Rothschild LLP was listed as the bankruptcy trustee before
resigning from the case. A replacement trustee has not yet been
named.
MIAMI INTERNATIONAL: Trustee Hires Kamm, CCIS as Consulting Experts
-------------------------------------------------------------------
Clifford Zucker, the Liquidating Trustee of Miami International
Medical Center, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to retain Kamm Consulting,
Inc. and CCIS Construction Consultants, Inc. as its non-testifying
consulting expert.
On November 21, 2018, the Committee initiated an adversary
proceeding styled Official Committee of Unsecured Creditors of
Miami International Medical Center, LLC v. The R.C. Group, Inc.
a/k/the RC Group, et. al., Adversary Case Number 18-01457-LMI,
against The R.C. Group Inc. a/k/a The RC Group, RC Group, LLC, and
Reinerio P. Cruz for damages relating to professional electrical
engineering malpractice at the premises of the Debtor. On that same
date, the Committee issued a Demand for Arbitration and Demand for
Mediation to Harvard Jolly Architecture, Inc., which were filed
with the American Arbitration Association and also relate to the
above-referenced professional electrical engineering malpractice at
the premises of the Debtor (the "HJ Arbitration," together with the
RC Group Litigation, the "HJ/RC Litigation").
The firms will assist the Liquidating Trustee in preparing for
trial and prosecuting certain litigation claims, including claims
in the HJ/RC Litigation. Specifically, Kamm Consulting will review
plans, specifications, and/or other materials requested, and make
visits to the location to observe and investigate engineering
related issues. Additionally, CCIS will review project documents,
and provide opinion on the reasonableness and standard of care
exercised by architects.
Kamm Consulting will be paid as follows:
(i) $225 per hour for engineering consulting services, with a
10 hour minimum, and
(ii) $350 per hour for expert testimony, with a 2 hour minimum
Kamm received a retainer in the amount of $2,250.
CCIS will be paid as follows:
(i) $265 per hour for the senior manager, and
(ii) $180 per hour for associates
CCIS received a retainer in the amount of $2,500.
The firms can be reached through:
Art Kamm
Kamm Consulting, Inc.
1407 West Newport Center Drive
Deerfield Beach, FL 33442
Phone: (954) 949-2200
Fax: (954) 949-2201
Martin Todd Woolery
CCIS Construction Consultants, Inc.
212 W Matthews St #107
Matthews, NC 28105
Phone: +1 704-847-0377
About Miami International Medical Center
Miami International Medical Center, LLC, which does business under
the name The Miami Medical Center --
http://www.miamimedicalcenter.com/-- is a 67-bed hospital located
at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily
suspended all health care services effective Oct. 30, 2017.
Miami International Medical Center sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on
March 9, 2018. In the petition signed by Jeffrey Mason, chief
administrative officer, the Debtor disclosed $21.39 million in
assets and $67.27 million in liabilities.
Judge Laurel M. Isicoff oversees the case.
The Debtor tapped Meland Russin & Budwick, P.A. as bankruptcy
counsel; the Law Offices of Karl David Acuff as special regulatory
counsel; KapilaMukamal and BKD, LLP as accountants; and Bayshore
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee tapped Agentis PLLC and Porzio,
Bromberg & Newman, P.C. as its legal counsel.
MIDWEST BRICKPAVING: Seeks to Hire Laner Muchin as Special Counsel
------------------------------------------------------------------
Midwest Brickpaving, Inc. seeks approval from the U.S. bankruptcy
Court for the Northern District of Illinois to hire the law firm of
Laner Muchin Ltd. as its special counsel.
The Debtor has selected Laner as its special counsel because of the
firm's extensive experience and knowledge in defending employment
litigation matters. Additionally, Laner has represented and if
permitted, will continue to represent the Debtor in the District
Court Case. By entry of the Stay Relief Order, the Court has
essentially required the Debtor to employ Laner in connection with
producing discovery on behalf of its President. On account of the
Stay Relief Order, equities favor approving Laner as special nunc
pro tunc to the Retention Date.
Laner's billing rates for attorneys expected to work on this case
range from $300 to $350 per hour.
The principal attorney currently designated to represent the Debtor
and his current standard hourly rate is Brian K. Jackson
(Partner)/$350 per hour.
Mr. Jackson assures the Court that his firm does not hold or
represent any interest adverse to the Debtor or its estate.
The firm can be reached at:
Brian K. Jackson, Esq.
Laner Muchin Ltd.
515 N State St.
Chicago, IL 60654
Phone: +1 312-467-9800
About Midwest Brickpaving
Midwest Brickpaving, Inc. is a paving contractors based in
Illinois.
Midwest Brickpaving, Inc.filed its voluntary petition for relief
under Chapter 11 of the Bankurptcy Code (Bankr. N.D. Ill. Case No.
20-21435) on Dec. 13, 2020. The petition was signed by Joel
Elfering, president. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Jason J. Ben, Esq. at FREEBORN & PETERS LLP is the
Debtor's counsel.
MILLENNIUM PROPERTIES: Lender Seeks to Bar Cash Collateral Use
--------------------------------------------------------------
Southern Bank of Tennessee asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to prohibit Millennium Properties Inc.
of Middle Tennessee from using, selling or leasing property of the
Estate subject to the interest of Bank's secured claims.
The Bank is the holder of a secured claim in the Debtor's case by
virtue of a Deed of Trust which grants Bank a security interest in
and to the Debtor's real property as well as rents from tenants on
property located at 4130 Lebanon Pike, Hermitage, Tennessee and
perfected by the filing of a Deed of Trust in the Register's Office
for Davidson County, Tennessee.
The Bank believes, and the Debtor's petition and schedules
indicate, that the Debtor has used, taken, transferred or disposed
of collateral subject to the security interest of Bank and has used
such proceeds without the consent of Bank as required by 11 U.S.C.
section 363(c)(2).
The Bank alleges it has at no time consented to the use by the
Debtor of "cash collateral" as that term is used in 11 U.S.C.
section 363. Further, the Bank has not been made aware of any
proceedings or Orders of the Court permitting the use of "cash
collateral."
The Banks asserts that absent providing adequate protection as
contemplated and required by 11 U.S.C. section 361, the Debtor may
not use "cash collateral' without the consent of the Bank.
The Bank further alleges that Joseph David Martin, an officer and
insider of the Debtor, did use and convert rental payments from
tenants of the property subject to the lien of Bank during his
prior, now dismissed, Chapter 13 case without paying on-going
property taxes or receiving Court authorization to use and/or
convert those rental payments.
A copy of the Motion is available for free at
https://bit.ly/2RYCGHJ from PacerMonitor.com.
About Millennium Properties Inc. of Middle Tennessee
Millennium Properties Inc. of Middle Tennessee sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn.
Case No. 3:21-bk-01236) on April 19, 2021. In the petition signed
by Joseph D. Martin, partner, the Debtor disclosed up to $1 million
in both assets and liabilities.
Steven L. Lefkovitz at LEFKOVITZ & LEFKOVITZ is the Debtor's
counsel.
Southern Bank of Tennessee, as lender, is represented by:
Thomas W. Lawless, Esq.
Lawless & Associates, P.C.
Suite 403, The Customs House
701 Broadway
Nashville, TN 37203
Tel: 615-351-7839
E-mail: tomlawless@comcast.net
NATIONAL RIFLE ASSOCIATION: If Dissolved, Assets in NY Court Hands
------------------------------------------------------------------
Maria Chutchian of Reuters reports that, according to a lawyer for
New York state's top legal officer, the New York Attorney General
does not have a plan in place for what to do with the National
Rifle Association's assets if the gun rights organization is
dissolved.
Assistant New York Attorney General William Wang made the statement
in a deposition that was read aloud on Thursday during the ongoing
trial in Dallas, Texas over the legitimacy of the NRA's bankruptcy.
New York Attorney General Letitia James has asked U.S. Bankruptcy
Judge Harlin Hale to dismiss the Chapter 11 case, saying it was
filed for improper purposes under bankruptcy law.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. 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.
NATIONAL RIFLE: Board Meeting Raises Chapter 11 Trial Red Flag
--------------------------------------------------------------
Law360 reports that the attorneys for a National Rifle Association
director who says he was blindsided by the group's bankruptcy
filing told a Texas judge Friday, April 23, 2021, they don't trust
board members not to talk about their testimony in the case when
they convene in the last week of April 2021.
During the ninth day of a trial on dismissal motions in the
bankruptcy case, lawyers for NRA board member Phillip Journey --
who is seeking the appointment of a Chapter 11 examiner -- told the
court that the NRA board is scheduled to begin meeting Thursday,
April 22, 2021.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US,
LLP, and AlixPartners, LLP, serve as the committee's legal counsel
and financial advisor, respectively.
NINE POINT: Auction of Substantially All Assets Set for June 15
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized the proposed bidding procedures proposed by
Nine Point Energy Holdings, Inc., and affiliates in connection with
one or more sales or dispositions of all or substantially all of
their assets to Meadowlark Resources LLC, an entity designated by
the DIP Agent and the Prepetition Agent, subject to overbid.
The aggregate consideration for the Purchased Assets will consist
of: (i) a credit bid, on a dollar-for-dollar basis, pursuant to
section 363(k) of the Bankruptcy Code, in an initial aggregate
amount of $250 million, comprised of (A) the full amount of the DIP
Obligations outstanding as of the Closing Date, and (B) the
Prepetition Obligations as and to the extent necessary; (ii)
assumption of the Assumed Liabilities; (iii) any Encumbrances or
claims granted by the Sellers to the DIP Lenders as adequate
protection for any diminution in value of the interests of the DIP
Lenders in their collateral resulting from the use of cash
collateral or otherwise; and (iv) Excluded Cash; provided, that the
Buyer reserves the right, by notice to the Sellers, to increase the
Credit Bid Amount (and therefore increase the Purchase Price) up to
the full amount of the Prepetition Obligations and the DIP
Obligations.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June 11, 2021, at 5:00 p.m. (ET)
b. Initial Bid: Stalking Horse Bid plus $1 million
c. Deposit: 10% of the aggregate cash Purchase Price of the
Bid
d. Auction: The Auction, if any, will be held on June 15,
2021, at 10:00 a.m. (ET). The Auction will be conducted via a
virtual meeting (either telephonic or via videoconference).
e. Bid Increments: $1 million
f. Sale Hearing: June 17, 2021, at 11:30 a.m. (ET)
g. Sale Objection Deadline: April 30, 2021 at 4:00 p.m. (ET)
The Debtors are authorized to enter into the Stalking Horse
Agreement, subject to better offers at the Auction. The Stalking
Horse Bidder will be deemed a Qualified Bidder, and the bid of the
Stalking Horse Bidder contemplated by the Stalking Horse Agreement
will be deemed a Qualified Bid.
The Sale Notice is approved. As soon as reasonably practicable
following the entry of the Bidding Procedures Order, the Debtors
will cause the Sale Notice to be served upon the Sale Notice
Parties. In addition, as soon as reasonably practicable, after
entry of the Bidding Procedures Order, the Debtors will publish the
Sale Notice, with any modification necessary for ease of
publication, on the website maintained by their claims and noticing
agent and once in The Wall Street Journal and The Bismarck Tribune
to provide notice to any other potentially interested parties.
The procedures regarding the assumption and assignment of the
executory contracts proposed to be assumed by the Debtors pursuant
to section 365(b) of the Bankruptcy Code and assigned to the
Stalking Horse Bidder or otherwise Successful Bidder(s), as
applicable, pursuant to section 365(f) of the Bankruptcy Code in
connection with the Sale, are approved. The Contract Objection
Deadline is 14 days after service of the Cure Notice or
Supplemental Cure Notice, as applicable.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7052, 9014, or otherwise, the terms and
conditions of this Bidding Procedures Order will be immediately
effective and enforceable upon its entry.
A copy of the Stalking Horse APA and the Bidding Procedures is
available at https://tinyurl.com/cd33xcuu from PacerMonitor.com
free of charge.
About Nine Point Energy Holdings, Inc.
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings, Inc. sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15,
2021. The three affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code are:
Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot
Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf
Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are
assigned to Judge Mary F. Walrath.
The Debtors tapped as counsel the following: Michael R. Nestor,
Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D.
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A.
Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq.,
at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse,
Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum,
Esq., at Latham & Watkins LLP.
The Debtors retained AlixPartners LLP as their Financial Advisor,
Perella Weinberg Partners L.P. as their InvestmentBanker, and
Lyons, Benenson & Co., Inc. as their Compensation Consultant.
The Debtors estimated assets and liabilities (on a consolidated
basis) in the range $100 million to $500 million.
The petitions were signed by Dominic Spencer, authorized
signatory.
NINE POINT: Files Notice of June 15 Auction Sale of All Assets
--------------------------------------------------------------
Nine Point Energy Holdings, Inc., and affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
sale, bidding procedures, potential auction, and sale hearing in
connection with one or more sales or dispositions of all or
substantially all of their assets to Meadowlark Resources LLC, an
entity designated by the DIP Agent and the Prepetition Agent,
subject to overbid.
The aggregate consideration for the Purchased Assets will consist
of: (i) a credit bid, on a dollar-for-dollar basis, pursuant to
section 363(k) of the Bankruptcy Code, in an initial aggregate
amount of $250 million, comprised of (A) the full amount of the DIP
Obligations outstanding as of the Closing Date, and (B) the
Prepetition Obligations as and to the extent necessary; (ii)
assumption of the Assumed Liabilities; (iii) any Encumbrances or
claims granted by the Sellers to the DIP Lenders as adequate
protection for any diminution in value of the interests of the DIP
Lenders in their collateral resulting from the use of cash
collateral or otherwise; and (iv) Excluded Cash; provided, that the
Buyer reserves the right, by notice to the Sellers, to increase the
Credit Bid Amount (and therefore increase the Purchase Price) up to
the full amount of the Prepetition Obligations and the DIP
Obligations.
On the Petition Date, the Debtors filed their Bidding Procedures
Motion, seeking entry of (a) the Bidding Procedures Order, (i)
authorizing them to enter into and perform under a Stalking Horse
Agreement, (ii) authorizing and approving bidding procedure in
connection with one or more sales or dispositions of all or
substantially all of their Assets, (iii) establishing certain dates
and deadlines for the sale process, including scheduling an auction
of the Assets, if applicable, in accordance with the Bidding
Procedures, and the Sale Hearing, (iv) approving the form and
manner of notice of the Auction, if any, the Sale and the Sale
Hearing, (v) approving procedures for the assumption and assignment
of certain executory contracts and unexpired leases in connection
with the Sale and approving the form and manner of notice thereof,
and (vi) granting related relief; and (b) one or more Sale Orders,
as applicable, (i) authorizing and approving: (a) the Sale of the
Assets to the Stalking Horse Bidder or otherwise Successful
Bidder(s), as applicable, free and clear of all liens, claims,
interests, and encumbrances to the extent set forth in the Stalking
Horse Agreement or asset purchase agreement(s) with the otherwise
Successful Bidder(s), as applicable, and (b) the assumption and
assignment of the Selected Assigned Contracts as set forth in the
Asset Purchase Agreement, and (ii) granting related relief.
On April 12, 2021, the Court entered the Bidding Procedures Order,
approving, among other things, the Bidding Procedures, which
establish key dates and times relating to the Sale and the Auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June 11, 2021, at 5:00 p.m. (ET)
b. Initial Bid: Stalking Horse Bid plus $1 million
c. Deposit: 10% of the aggregate cash Purchase Price of the
Bid
d. Auction: The Auction, if any, will be held on June 15,
2021, at 10:00 a.m. (ET). The Auction will be conducted via a
virtual meeting (either telephonic or via videoconference).
e. Bid Increments: $1 million
f. Sale Hearing: June 17, 2021, at 11:30 a.m. (ET)
g. Sale Objection Deadline: April 30, 2021 at 4:00 p.m. (ET)
Copies of the Bidding Procedures Motion, the Bidding Procedures,
the Bidding Procedures Order, the Stalking Horse Agreement and all
other documents filed with the Court, are available free of charge
on the Debtors' case information website, located at
cases.stretto.com/NinePointEnergy, or can be requested by calling
the Debtors' claims and noticing agent, Stretto, at 855.464.9872
(Toll-Free) or 949.336.3520 (Local).
About Nine Point Energy Holdings, Inc.
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings, Inc. sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15,
2021. The three affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code are:
Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot
Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf
Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are
assigned to Judge Mary F. Walrath.
The Debtors tapped as counsel the following: Michael R. Nestor,
Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D.
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A.
Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq.,
at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse,
Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum,
Esq., at Latham & Watkins LLP.
The Debtors retained AlixPartners LLP as their Financial Advisor,
Perella Weinberg Partners L.P. as their InvestmentBanker, and
Lyons, Benenson & Co., Inc. as their Compensation Consultant.
The Debtors estimated assets and liabilities (on a consolidated
basis) in the range $100 million to $500 million.
The petitions were signed by Dominic Spencer, authorized
signatory.
NINE POINT: Seeks Approval to Hire Young Conaway as Co-Counsel
--------------------------------------------------------------
Nine Point Energy Holdings, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
Young Conaway Stargatt & Taylor, LLP to serve as co-counsel with
Latham & Watkins, LLP, the other firm handling their Chapter 11
cases.
The firm's services include:
a. providing legal advice regarding local rules, practices and
procedures and providing substantive and strategic advice on how to
accomplish the Debtors' goals in connection with the prosecution of
their Chapter 11 cases;
b. reviewing and preparing documents to be filed with the
court;
c. appearing in court and at any meeting with the United
States Trustee for the District of Delaware and creditors; and
d. performing various services in connection with the
administration of the cases.
The firm will be paid at these rates:
Michael R. Nestor $1,025 per hour
Kara Hammond Coyle $765 per hour
Ashley E. Jacobs $645 per hour
Jacob D. Morton $425 per hour
Heather Smillie $400 per hour
Troy Bollman (paralegal) $310 per hour
Young Conaway received a retainer in the amount of $231,868.
Kara Hammond Coyle, Esq., a partner at Young Conaway, disclosed in
a court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Coyle disclosed that:
-- Young Conaway has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated Feb. 25, 2021. The billing rates and
material terms of the pre-bankruptcy engagement are the same as the
rates and terms post-petition.
-- The Debtors have approved a prospective budget and staffing
plan for Young Conaway's engagement for the post-petition period.
The firm can be reached through:
Kara Hammond Coyle, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: kcoyle@ycst.com
About Nine Point Energy
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com/ --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10570) on March 15,
2021. In the petitions signed by Dominic Spencer, authorized
signatory, the Debtors disclosed $100 million to $500 million in
both assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins LLP as legal counsel; AlixPartners, LLP as financial
advisor; Perella Weinberg Partners, LP as investment banker; and
Lyons, Benenson & Co., Inc. as compensation consultant. Stretto is
the claims and noticing agent and administrative advisor.
NINE POINT: Seeks to Hire Latham & Watkins as Bankruptcy Counsel
----------------------------------------------------------------
Nine Point Energy Holdings, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
Latham & Watkins, LLP as their bankruptcy counsel.
The firm will render these services:
a. advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
b. advise the Debtors on the conduct of their Chapter 11
cases, including all of the legal and administrative requirements
of operating in Chapter 11;
c. advise the Debtors and take all necessary action to protect
and preserve their estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors' interests in negotiations
concerning litigation in which the Debtors are involved;
d. analyze proofs of claim filed against the Debtors;
e. represent the Debtors in connection with cash collateral
and post-petition financing matters;
f. attend meetings and negotiate with representatives of
creditors, interest holders, and other parties in interest;
g. analyze executory contracts and unexpired leases, and
potential assumption, assignment or rejection of such contracts and
leases;
h. prepare pleadings;
i. advise the Debtors in connection with their asset sale
process;
j. take necessary action on behalf of the Debtors to obtain
approval of a disclosure statement and confirmation of a Chapter 11
plan;
k. appear before the bankruptcy court or any appellate
courts;
l. advise on corporate, litigation, environmental, finance,
tax, employee benefits, and other legal matters; and
m. perform all other necessary legal services for the Debtors
in connection with the Debtors' Chapter 11 cases.
The firm will be paid at these rates:
Partners $1,180 to $1,810 per hour
Counsel $1,150 to $1,580 per hour
Associates $615 to $1,195 per hour
Professional Staff $180 to $930 per hour
Paralegals $240 to $560 per hour
Caroline Reckler, Esq., a partner at Latham & Watkins, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Reckler disclosed that:
-- Latham & Watkins has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- during the prior calendar year, Latham & Watkins used the
following rates for services rendered on behalf of the Debtors:
$1,120 to $1,680 for partners; $1,085 to $1,560 for counsel; $590
to $1,105 for associates; $250 to $850 for professional staff; and
$250 to $540 for paralegals; and
-- the budget and staffing plan cover the period from March 15
to July 8, 2021.
The firm can be reached through:
Caroline A. Reckler, Esq.
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Phone: +1 312-876-7663
Email: caroline.reckler@lw.com
About Nine Point Energy
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com/ --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10570) on March 15,
2021. In the petitions signed by Dominic Spencer, authorized
signatory, the Debtors disclosed $100 million to $500 million in
both assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins LLP as legal counsel; AlixPartners, LLP as financial
advisor; Perella Weinberg Partners, LP as investment banker; and
Lyons, Benenson & Co., Inc. as compensation consultant. Stretto is
the claims and noticing agent and administrative advisor.
OER SERVICES: Gets Access to CIBC Bank's Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has authorized OER Services LLC to, among other
things, use the cash collateral of CIBC Bank USA as Secured Lender,
on an interim basis.
The Debtor requires the use cash collateral to finance its
operations and complete a successful chapter 11 reorganization.
The Debtor has stipulated and agreed to these terms:
i. First Lien Secured Loan Documents. Pursuant to: (1) a Loan
and Security Agreement dated February 27, 2018; (2) a Term Note
dated February 27, 2018; (3) a Revolving Note dated February 28,
2018; and (4) ancillary agreements, instruments, and documents
related thereto, each by and between the Debtor and the Senior
Lender, the Debtor agreed to incur certain loans and enter into
certain revolving credit facilities, as well as other financial
accommodations, with the Secured Lender.
ii. Guaranty. In connection with the Secured Loan Documents,
certain United States Small Business Administration Unconditional
Guarantees were executed, namely: (1) Unconditional Guaranty of
April Zaimi, the Debtor's member-owner, dated February 28, 2018;
(2) Unconditional Guaranty of April Zaimi, the Debtor's
member-owner, dated February 28, 2018; (3) Unconditional Guaranty
of Ali Zaimi, the Debtor's president, dated February 28, 2018; and
(4) Unconditional Guaranty of Ali Zaimi, the Debtor's president,
dated February 28, 2018, to guaranty the obligations and debts of
the Debtor owed to Secured Lender and incurred by the Debtor under
the Secured Loan Documents.
iii. Junior Lien Mortgage. A certain Mortgage, Assignment of
Leases and Rents and Security Agreement-Fixture Filing dated
February 27, 2018, was executed by and between the Secured Lender
and guarantors related to the real property located at 615 E.
Appletree Lane, Arlington Heights, Illinois 60004, as security for
the obligations and debts of the Debtor owed to the Secured Lender
and incurred by the Debtor under the Secured Loan Documents.
iv. First Lien Secured Lender Document Obligations. As of the
Petition Date, the Debtor is indebted and liable to the Secured
Lender under the Secured Lender Documents in the aggregate
principal amount of not less than $3,723,854, plus any other
"Obligations," as defined in the Loan Agreement, provided for in
the Secured Lender Documents, all of which Obligations are secured
by the Pre-petition First Lien Collateral provided under the
Secured Lender Documents. As of the Petition Date, the Debtor
remains liable to the Secured Lender under the Secured Lender
Documents for the Prepetition First Lien Secured Loan Document
Obligations.
The Court's order provides that CIBC is entitled to receive
adequate protection to the extent of any diminution in value of its
interests in the Pre-petition First Lien Collateral (including the
cash collateral) from and after the Petition Date, resulting from
(i) the use of cash collateral (including the use of cash
collateral pursuant to the Budget), (ii) the use, sale, lease,
consumption, or disposition of Pre-petition First Lien Collateral,
as applicable, (iii) the subordination of the Pre-petition First
Priority Liens, as applicable, or (iv) the imposition of the
automatic stay pursuant to sections 361, 362, and 363 of the
Bankruptcy Code, pursuant to the Interim Order.
As adequate protection for any use or diminution in the value of
the Secured Lender's interest in the Debtor's pre-petition assets
and Pre-petition First Lien Collateral, including the cash
collateral subject to the Motion, the Secured Lender is granted,
retroactive to the Petition Date and without the necessity of any
additional documentation or filings, valid, enforceable,
non-avoidable, and fully perfected liens of the highest available
priority upon (i) any property that the Debtor acquires after the
Petition Date including, without limitation, any accounts
receivable generated by the Debtor's post-petition operations, but
excluding any avoidance actions under chapter 5 of the Bankruptcy
Code, and (ii) any proceeds generated from such property.
The liens granted are (i) limited to the extent of the aggregate
diminution subsequent to the Petition Date in the value of the
Secured Lender's interest in the Prepetition First Lien Collateral
(including the cash collateral subject to the Motion), whether by
depreciation, use, sale, loss, or otherwise, and (ii) subject to
only prior perfected and unavoidable liens in property of the
Debtor's estate as of the Petition Date. The grant of adequate
protection is without prejudice to the Secured Lender's right to
seek additional adequate protection of its interests in the
Debtor's property.
A third interim hearing on the matter is scheduled for June 30,
2021 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3aAF8ud from
PacerMonitor.com. The Debtor's 14-week budget through July 2,
2021, provides that:
Total
Total Operating
Week Cash Receipts Expenses
---- ------------- ----------
4/24/2021 - 4/30/2021 $27,896.34 $49,254
5/01/2021 - 5/07/2021 $114,471.44 $10,650
5/08/2021 - 5/14/2021 $57,235.72 $33,159
5/15/2021 - 5/21/2021 $50,081.26 $6,055
5/22/2021 - 5/28/2021 $35,772.33 $37,254
5/29/2021 - 6/04/2021 $28,617.86 $3,880
6/05/2021 - 6/11/2021 $134,752.75 $39,929
6/12/2021 - 6/18/2021 $53,901.10 $3,405
6/19/2021 - 6/25/2021 $47,163.46 $39,904
6/26/2021 - 7/02/2021 $33,688.19 $2,630
About OER Services LLC
OER Services LLC is a small business certified operator whose
business caters to the rental, leasing, and sale of construction
equipment in connection with municipal, state and local government
agencies' construction projects. OER Services' principal place of
business is located at 1650 Carmen Drive, Elk Grove, Illinois
60007.
OER Services sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03981 on March 26,
2021. In the petition signed by AliR. Zaimi, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Janet S. Baer oversees the case.
Steve Jakubowski, Esq., at Robbins, Salomon & Patt, Ltd. represents
the Debtor as counsel.
OMEGA SPORTS: Seeks to Hire Finley Group as Financial Advisor
-------------------------------------------------------------
Omega Sports, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of North Carolina to employ The Finley
Group as its financial advisor.
The Debtor requires a financial advisor to:
-- review and revise existing cash forecasts and cash flows;
-- assist the "working group" professionals to improve the level
of coordination of their individual work products, and ensure that
such work is consistent with the Debtor's overall strategic goals
and restructuring alternatives;
-- assist in negotiations with the Debtor's lenders related to
the continued extension of existing credit facilities through the
use of cash collateral to provide the Debtor adequate liquidity
during and after its restructuring;
-- provide court testimony during the pendency of the Chapter 11
proceeding as deemed appropriate by the Debtor's insolvency
counsel;
-- assist the Debtor and its other professionals in negotiations
with lenders, creditors, and other parties in interest as required
to seek a consensual Chapter 11 plan and timely exit from the
Chapter 11 proceeding;
-- assist the Debtor with lender and court reporting
requirements; and
-- assist with such other matters as may be requested that fall
within Finley's expertise and benefit the overall strategic goals
of the Debtor.
The firm's hourly rates are as follows:
Matthew W. Smith $450
David Mitchell $275
As disclosed in court filings, The Finley Group is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Matthew W. Smith
The Finley Group
212 S Tryon St #1050
Charlotte, NC 28202
Tel: 704-375-7542
Cell: 704-578-9900
Email: matt@finleygroup.com
About Omega Sports
Greensboro, North Carolina-based Omega Sports, Inc. --
https://www.omegasports.com/ -- manufactures and sells sporting
goods, including apparel, footwear, and gear and accessories.
Omega Sports sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
21-30160) on March 25, 2021, disclosing between $1 million and $10
million in both assets and liabilities. Ronald Craig Carlock, Jr.,
owner and chief executive officer, signed the petition.
The case is handled by Honorable Judge Laura T. Beyer.
The Debtor tapped Moon Wright & Houston, PLLC as legal counsel and
The Finley Group as financial advisor.
PAPS CAB: Depalma Acquisition 1 Agrees to $425K Settlement
----------------------------------------------------------
Paps Cab, Corp., et al., submitted a Small Business Revised Amended
Disclosure Statement.
The parties have reached mutually agreeable terms of settlement, in
full and final satisfaction and release of all appurtenant personal
guarantees and the unconditional mutual releases of all parties,
pending the payment in full of the agreed-upon settlement amount.
In accordance with said terms, the plan offers the secured creditor
Depalma Acquisition 1 LLC, a surrender of the Seven NYC Taxi
Medallions # 21137; 2H38; 2H39; 7G56; 7G58; 2M80, 2M81, the
collateral for the referenced loans, which will satisfy the secured
portion of the claims.
As to the unsecured portion of the claims of Depalma Acquisition 1
LLC, the parties have agreed on the following terms in full and
final satisfaction and release of all personal guarantees and the
unconditional mutual releases of all parties, pending the payment
in full of the agreed-upon settlement amount. In accordance with
said terms, the plan offers to Depalma Acquisition 1 LLC, a
repayment of a total amount of $425,000 in full settlement of the
resulting deficiency. The sum of $425,000 will be paid in this
manner: a lump sum down payment of $350,000 will be paid to Depalma
Acquisition 1 LLC within 10 days after the approval of the court of
Rule 9019 motion for settlement by a wire transfer, certified check
or bank check. The remaining $75,000 will be paid to Depalma
Acquisition 1 LLC starting 30 days after the down payment of
$350,000, over 6 months period, with a monthly payment of $12,500,
in full settlement of the resulting deficiency and in consideration
of the full and final release of all appurtenant personal
guarantees.
Attorney for Paps Cab, Corp., Snowstorm Hacking Corp and Vicmarie
Hacking, Corp:
ALLA KACHAN, ESQ.
Law Offices of Alla Kachan P.C.
2799 Coney Island Ave, Ste. 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
A copy of the Revised Amended Disclosure Statement is available at
https://bit.ly/3ax2T6u from PacerMonitor.com.
About Paps Cab Corp.
Paps Cab Corp., Vicmarie Hacking, Corp., and Snowstorm Hacking,
Corp. concurrently filed voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 19-47238) on
Dec. 2, 2019, listing under $1 million in both assets and
liabilities. Alla Kachan, Esq., at LAW OFFICES OF ALLA KACHAN,
P.C., represents the Debtors.
PARK SEVEN: Court Confirms Plan; UST Objection Resolved
-------------------------------------------------------
Judge Brenda K. Martin has entered an order that the Disclosure
Statement of Park Seven Holdings, LLC, including all exhibits
thereto, is approved on a final basis.
The Plan, as modified, is approved in its entirety and confirmed.
The Debtor has disclosed that ownership and management of the
Debtor will continue according to pre-petition terms as stated in
the Plan. Accordingly, the Plan satisfies 11 U.S.C. Sec.
1129(a)(5).
The Plan provides that each creditor not accepting the Plan will
receive or retain property of a value, as of the Effective Date of
the Plan, that is not less than the amount that the creditor would
receive in a Chapter 7 liquidation. Accordingly, the Plan satisfies
11 U.S.C. Sec. 1129(a)(7)(A).
The Debtor received ballots accepting the Plan from Chatham (Class
1) and Mulligan Funding (Class 2). Accordingly, the Plan satisfies
11 U.S.C. Sec. 1129(a)(10). The Plan also satisfies 11 U.S.C. Sec.
1129(a)(8) with respect to Chatham and Mulligan Funding.
With respect to the Maricopa County Treasurer (Class 3) ("MCT"),
which did not submit a vote in connection with the Plan, this Court
may nonetheless confirm the Plan so long as the Plan does not
discriminate unfairly and is fair and equitable with respect to
MCT's claim. The Plan satisfies 11 U.S.C. Sec. 1129(b)(2)(A)
because MCT shall retain its pre-petition lien securing its claim
and will receive deferred cash payments (principal and interest)
totaling at least the allowed amount of its claim. Accordingly, the
Plan satisfies 11 U.S.C. Sec. 1129(b).
The Plan provides that, with respect to Claims of the kind
specified in 11 U.S.C. Sec. 507(a)(8), the holder of such Claim
will receive on account of such Claim regular installment payments
in cash of a total value, as of the Effective Date, equal to the
allowed amount of such Claim over a period ending not later than 5
years after the Petition Date, unless as otherwise agreed.
Accordingly, the Plan satisfies 11 U.S.C. Sec. 1129(a)(9)(C).
In accordance with the Debtor's agreement with the U.S. Trustee, as
discussed at the Hearing, Plan Section 12.6 shall be deemed
superseded and replaced in its entirety with the following:
Neither the Debtor, nor any of its respective present or former
employees, advisors, attorneys, or agents, will have or incur any
liability to any holder of a Claim, or any other party in interest,
or any of their respective agents, employees, representatives,
financial advisors, attorneys, or affiliates, or any of their
successors or assigns, for any post-petition act or omission in
connection with, relating to, or arising out of the Case, efforts
to obtain confirmation of the Plan, the consummation of the Plan,
or the administration of the Plan or the property to be distributed
under the Plan, whether now known or hereafter discovered, except
for their gross negligence; willful, wanton, or intentional
misconduct; or breaches of its fiduciary duties. Any party in
interest asserting such a claim against the Debtor or other persons
described in this provision must seek Bankruptcy Court approval.
This does not in any way limit Chatham's ability to enforce the
Chatham Loan or recover the Chatham Collateral or pursue any
defaults under the Plan.
About Park Seven Holdings
Park Seven Holdings, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-13014) on Dec. 2, 2020. The petition was signed by Jeann
Gonzvar, managing member of Jema Capital, LLC, manager. At the
time of the filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Hilary L. Barnes, Esq., at Allen
Barnes & Jones, PLC, represents the Debtor.
PELICAN FAMILY: Bankr. Administrator Unable to Appoint Committee
----------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a court filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Pelican Family Medicine P.A.
About Pelican Family Medicine
Pelican Family Medicine, P.A. is a family practice physician in
Wilmington, North Carolina.
Pelican Family Medicine filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
21-00582) on March 15, 2021. Mark Thomas Armitage, president,
signed the petition. At the time of the filing, the Debtor
disclosed $242,677 in assets and $1,545,287 in liabilities.
Algernon L. Butler, III, Esq., at Butler & Butler, LLP , serves as
the Debtor's legal counsel.
PLATINUM CORRAL: Wins Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, New Bern Division, has authorized Platinum Corral, L.L.C.
to, among other things, use cash collateral on an interim basis,
nunc pro tunc to April 9, 2021, in accordance with its Stipulation
For Use of Cash Collateral, Providing Adequate Protection, and
Granting Limited Relief From the Automatic Stay with Pacific
Premier Bank.
The Debtor is authorized and directed to provide to Pacific Premier
Bank, the adequate protection set forth in the Cash Collateral
Stipulation, and, through the next interim hearing or final hearing
on the Motion, whichever comes first, the Debtor (i) may use cash
collateral, pursuant to the Budget attached, and (ii) will carry
out its other obligations under the Cash Collateral Stipulation.
The Court's Order provides that liens on the Adequate Protection
Collateral will not attach to the Debtor's real property leaseholds
as to which the lessor is STORE Master Funding III, LLC, but liens
on Adequate Protection Collateral will attach to the proceeds of
the Leaseholds.
The Court says if the Lender seeks access to the premises that are
the subject of the Leaseholds to retrieve the Lender's collateral
after the Debtor no longer has possession of the Premises, the
Lender will coordinate with STORE to obtain access to the Premises.
Until then, the Lender will coordinate with the Debtor to obtain
access to the Premises. STORE reserves its right to object to any
surrender, or any effective date of rejection of the lease, of any
of the Premises subject to STORE's master lease to the extent any
of the Lender's collateral remains in the Premises.
As adequate protection pursuant to Bankruptcy Code Sections 361(2)
and 363(e), creditor McLane Foodservice Distribution, Inc. (f/k/a
Meadowbrook Meat Company, Inc.) is granted a replacement lien on
inventory provided and shipped to the Debtor by McLane
post-petition, and cash collateral related thereto, to the same
validity, extent and priority of McLane's pre-petition lien.
A second interim hearing on the motion is scheduled for May 5, 2021
at 1 p.m. via ZoomGov.
A tentative final hearing on the Motion is scheduled for June 8 at
12:30 p.m.
A copy of the order is available for free at https://bit.ly/3vfbDWL
from PacerMonitor.com.
About Platinum Corral
Platinum Corral, L.L.C., is a Golden Corral franchisee that
operates in North Carolina and Virginia.
Platinum Corral filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 21-00833) on April 9, 2021. In the petition
signed by Louis William Sewell, III, president and chief executive
officer, the Debtor disclosed $11,254,441 in assets and $49,389,647
in liabilities.
Judge Joseph N. Callaway oversees the case.
Gerald A. Jeutter, Jr., Esq. at SMITH ANDERSON is the Debtor's
counsel.
WILLIAMS SCARBOROUGH GRAY, LLP is the Debtor's accountant, CAPITAL
INSIGHT, LLC is financial, real estate and restructuring adviser.
PLAYER'S POKER: Hires John Lovell as 'Ordinary Course' Professional
-------------------------------------------------------------------
Player's Poker Club, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of John Lovell as "ordinary course" professional.
Mr. Lovell will provide these services:
a. provide legislative monitoring of all relevant bills and
amendments;
b. prepare letters of support and opposition;
c. obtain legislative analyses and provide legislative and
political advice upon request;
d. contact and lobby members and legislative staff of the
California legislature;
e. contact and lobby the Governor's office, and appropriate
administrative agencies;
f. arrange for the creation of all the requisite documents to be
disclosed to the Secretary of State and the Fair Political
Practices Commission and pay any fees necessary to maintain
lobbyist status; and
g. exert best efforts in promoting the legislative and policy
interest of the Debtor.
The firm will be paid $4,500 per month and reimbursed for
out-of-pocket expenses incurred.
John Lovell, Esq., a partner at the Law Offices of John Lovell,
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:
John Lovell, Esq.
Law Offices of John Lovell
1127 11th Street, Suite 523
Sacramento, CA 95814
Tel: (916) 447-3820
About Player's Poker Club
Player's Poker Club, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10357) on April 6,
2021. Patrick Berry, general manager, signed the petition. In its
petition, the Debtor disclosed assets of $3,061,422 and liabilities
of $3,500,852. The Debtor tapped Kogan Law Firm, APC and Kallman +
Logan & Company, LLP as its legal counsel and accountant
respectively.
PRIMO WATER: Moody's Rates New $750MM Unsecured 8-Yr. Bonds 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Primo Water
Holdings Inc.'s ("Primo Holdings") new $750 million senior
unsecured 8 year bonds. Proceeds will be used to refinance the
company's existing $750 million senior unsecured bonds due 2025 and
will be leverage neutral. Other ratings of the company including
the B1 Corporate Family Rating assigned to parent Primo Water
Corporation ("Primo") remain unchanged. The rating outlook is
unchanged at stable.
The transaction is credit positive because it extends maturities
and lowers interest costs without materially impacting leverage.
The following rating was assigned:
New Assignments:
Issuer: Primo Water Holdings Inc.
Senior Unsecured Global Notes, Assigned B1 (LGD4)
RATINGS RATIONALE
Primo's B1 CFR reflects its leading positions in the Home and
Office water delivery (HOD) business in both North America and
Europe. Primo also has some business diversity through its growing
Filtration Services business in both markets and its much smaller
Aimia food and beverage business in the UK. In February of 2020,
Primo (then Cott Corporation) sold its commercial coffee business
for $405 million, proceeds of which helped to fund the acquisition
of the Primo Water Corporation for $775 million in cash and stock.
Following the closing of the Primo transaction, Cott rebranded
itself by changing its name to Primo Water Corporation, to better
reflect its pure play water platform and distance itself from the
Cott name's association with private label carbonated soft
beverages.
The acquisition expanded the company's presence in the US water
category, improved its growth and margin opportunities, widened its
customer base and geographic reach within the US and provided some
customer and price point diversification that adds stability in a
downturn. Primo's credit profile is constrained by its small scale,
somewhat narrow, niche focus and concentration on the Home and
Office water delivery and refill businesses. Primo has some risk of
volatility both from economic downturns, which can pressure
profitability in the HOD water services business, and fluctuations
in fuel prices, although this is somewhat mitigated through energy
surcharges. The 2020 business acquisition and divestiture resulted
in a company with lower total revenues but better profit margins
and growth opportunities than before the two transactions. Debt to
EBITDA leverage was also lowered from the mid 4x to the low 4x
range. While this is still moderately high, Moody's expects strong
free cash flows to allow for debt repayment in the coming year.
Primo expects to achieve about $35 million in synergies over the
next 3 years. The rating is constrained by the moderately high
leverage, and an aggressive appetite for acquisitions. Primo has
been growing its presence both inside and outside the US, using its
presence in the HOD businesses in North America and Europe as a
base for further tuck-in acquisitions. The company has performed
well in the midst of the coronavirus lockdowns, with the reduction
in demand for much of its commercial water business offset by
strong demand in the at home water business. The company also acted
quickly to cut costs, many of which were variable in nature.
The SGL-1 speculative-grade liquidity rating reflects Primo's very
good liquidity because of strong free cash flow expected to exceed
$100 million a year, the expectation of substantial availability
under the $350 million cash flow revolver expiring in 2025, a
significant covenant cushion and no debt maturities until the
revolver comes due in 2025.
Environmental, Social and Governance considerations:
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
Primo from the current weak global economic activity and a gradual
recovery for the coming year. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, the degree of uncertainty
around forecasts is unusually high. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. Volatility
can be still expected in 2021 due to uncertain demand
characteristics, channel disruptions, and supply chain disruptions.
For more information on research on and ratings affected by the
coronavirus outbreak, please see moodys.com/coronavirus.
Primo's environmental impact remains low, and the associated risks
are limited. Environmental considerations are not a material factor
in the rating.
In terms of corporate governance, Primo Water Corporation is a
publicly traded company listed on both the New York and Toronto
stock exchanges. The company's financial policy has not been overly
aggressive, having maintained moderate leverage in the mid-4x range
in recent years. Primo's funding of the recent acquisition partly
with equity and its articulation of a relatively conservative net
debt to EBITDA target of 3x post synergies (by its definition) are
governance positives. The company estimates net debt-to-EBITDA
leverage is currently in the mid 3x range (by its definition) pro
forma for run rate synergies. However, Primo has undergone
substantial business transformation in the past few years and has
an active acquisition pipeline.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's assumes in the stable outlook that Primo will successfully
integrate the recently acquired business, realize synergies, and
reduce debt/EBITDA leverage to 4.0x or below over the next 12-18
months. Moody's also assumes that Primo will maintain very good
liquidity and a stronger margin profile as it transforms its
business.
A ratings upgrade could be considered following successful
integration if Primo generates organic revenue growth with a stable
to higher margin, gains greater scale and business diversification,
lowers debt to EBITDA leverage below 3.5x on a sustained basis, and
maintains good liquidity.
A decline in earnings as a result of volume declines or margin
contraction, weakening of Primo's liquidity, or an increase in
leverage such that debt-to-EBITDA exceeds 5.5x could result in a
ratings downgrade.
The senior unsecured debt is rated the same as the CFR at B1 and
includes a one notch upward override to the B2 LGD-model implied
outcome. The override reflects that the unsecured debt represents
the vast majority of the funded debt in the capital structure and
that the secured cash flow revolver will have modest outstandings.
Should additional secured financing become a permanent part of the
capital structure, this could result in lower ratings for the
unsecured notes given that the notes would be effectively
subordinated to a larger amount of such secured financing. The new
notes are guaranteed by Primo Water Corporation and certain other
subsidiaries that are guarantors under other debt of the company
and will be pari passu with other senior unsecured debt of the
company.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
Primo Water Corporation, based in Toronto, Ontario, and Tampa,
Florida, is a leading provider of home office delivery water
services and other pure play water solutions in the US, Canada,
Europe, and Israel. The company also has specialist food and
beverage manufacturing through its Aimia business based in the UK
and offers premium branded mineral water in North America following
its 2018 acquisition of Mountain Valley. Primo is publicly traded.
Pro forma annual sales after the coffee divestiture and legacy
Primo acquisition approximate $2.0 billion.
PURDUE PHARMA: Hires Grant Thornton as Tax Structuring Consultant
-----------------------------------------------------------------
Purdue Pharma, L.P. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Grant Thornton, LLP as their tax structuring consultant.
The firm's services include:
(a) assisting the Debtors' management in analyzing the income
tax consequences to the Debtors with respect to transactions
between the Debtors and the new entity (Newco) anticipated to be
created in the bankruptcy reorganization;
(b) discussing and consulting with the Debtors and their legal
counsel, Davis Polk & Wardell LLP, regarding the federal and state
income tax implications of transactions required by the court
effectuating the bankruptcy reorganization;
(c) assisting the Debtors' management in determining the
federal income tax basis in the assets of the new company and its
affiliates immediately following the bankruptcy reorganization;
and
(d) assisting in modeling future U.S. federal and state income
tax cash tax liabilities for the new company following emergence
from bankruptcy.
Grant Thornton's hourly rates are as follows:
Partner / Managing Director $765
Senior Manager / Director $650
Manager $570
Senior Associate $460
Associate $280
Grant Thornton is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Raymond J. Werth
Grant Thornton New York City
757 Third Ave., 9th Floor
New York, NY 10017
Tel: +1 212 599 0100
Tel: +1 212 542 9881
Email: raymond.werth@us.gt.com
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
PURDUE PHARMA: US Trustee Says Disclosure Inadequate
----------------------------------------------------
William K. Harrington, the United States Trustee for Region 2 (the
"United States Trustee"), submits this objection to the Disclosure
Statement for the Chapter 11 Plan of Purdue Pharma L.P. and Its
Affiliated Debtors:
a. The Disclosure Statement fails to contain adequate
information regarding the releases and injunctions granted to the
Sackler Families. At present, the Disclosure Statement simply
indicates that this information will be provided in an Amended Plan
yet to be filed. Without such information, creditors cannot make a
reasoned decision about whether the exchange of money, the
purported $4.2 billion the Sackler Families will pay to the
Debtors' estate, represents a fair exchange or bargain2 for
releases creditors will be compelled to provide under the Plan.
Furthermore, the Disclosure Statement should be amended to explain
this Court's authority and jurisdiction to compel the release,
through a purported channeling injunction, of the claims of third
parties without their explicit consent to any such releases.
b. The Disclosure Statement fails to provide sufficient
information regarding the justification for the prospective
releases provided in the Plan to entities that do not yet exist.
The Disclosure Statement provides for releases and injunctions for
entities including, the Plan Administration Trust, NewCo, TopCo,
the Master Disbursement Trust and the Creditor Trusts, despite the
fact that none of these entities will come into existence until the
effective date of the Plan. The Disclosure Statement does not
explain what claims could possibly be asserted against these
entities that need to be released or enjoined, or why such
prospective releases and injunctions are legally proper and
necessary to the Plan.
c. The Disclosure Statement fails to provide a justification for
the releases, injunctions and discharge provided to the Debtors
under the Plan. After confirmation, Purdue Pharma "will not emerge
from chapter 11". Rather, on the effective date of the Plan, the
Debtors' business will be liquidated and transferred to a newly
created company or companies. Under 11 U.S.C. Sec. 1141(d)(3),
liquidating debtors are not entitled to a discharge under the plain
language of the Bankruptcy Code.
d. The Disclosure Statement does not include the required
liquidation analysis. A liquidation analysis is necessary for
creditors to determine and understand the potential liquidation
value of the Debtors' assets, the potential value of the litigation
against the Sackler Families, and whether the Plan provides
creditors a distribution not less than the creditors would receive
if the Debtors were liquidated under chapter 7.
e. The Disclosure Statement does not provide sufficient
information about or explain clearly why class 11A and B unsecured
claims will be paid in full while other classes of unsecured claims
will only receive a pro-rata distribution.
f. The Disclosure Statement references certain organizational
and trust documents, but neither these documents nor the identities
of the initial managers and trustees are in the Disclosure
Statement. This information will purportedly be included in a Plan
Supplement. At present, it is contemplated that the Plan
Supplement will be filed five calendar days (including an
intervening weekend) before the voting deadline on the Plan. But
to give parties sufficient time to review this information, it
should be supplied at least ten calendar days before the voting
deadline on the Plan, with all parties reserving their rights in
connection thereto. Furthermore, the Plan Supplement should
disclose, among other things, the compensation of the initial
managers and trustees, the process used to select the managers and
trustees, whether the trusts/trustees will be bonded, and the
provisions for the retention and compensation of these entities'
professionals.
g. The Disclosure Statement does not contain sufficient
information about or explain clearly post-confirmation reporting
requirements and duties and the payment of post-confirmation fees
due under 28 U.S.C. § 1930(a)(6) after the effective date of the
Plan.
h. The Disclosure Statement fails to provide sufficient
information regarding the justification for the Plan provisions
permitting the Debtors (a) to adjust or expunge a claim from the
official claims register without notice or a court order if the
claim has been satisfied, amended or superseded, (b) to count
ballots (without notice or a court order) that are untimely filed,
and (c) to deem a class of creditors that does not vote to accept
the Plan as an accepting class of creditors.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
QBS PARENT: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed QBS Parent, Inc.'s (Quorum) Long-Term
Issuer Default Rating (IDR) at 'B'. The Rating Outlook remains
Negative. Fitch has also affirmed Quorum's $35 million first-lien
secured revolver and $352 million first-lien secured term loan at
'BB-'/'RR2'. Fitch is not rating the $125 million second-lien
secured term loan.
The Negative Outlook reflects the state of the oil and gas industry
served by Quorum that is still recovering from the impact of the
coronavirus pandemic in 2020. As a result, the company's credit
metrics remain weaker than previously established negative
sensitivities. Fitch expects revenue momentum to re-accelerate and
normalize in 2022, supported by the strengthening business
development pipeline observed by the company in recent quarters.
Despite the expected positive trajectory, Fitch believes Quorum is
still vulnerable to macroeconomic shocks, given its high financial
leverage.
KEY RATING DRIVERS
Exposure to Energy Industry Cyclicality: Quorum's software products
are generally considered mission critical and resilient through the
energy industry cycles; however, its services segment is more
susceptible to industry cyclicality. During 2015-2016 energy
industry down cycle, Quorum's software subscription revenue and
support revenue continued to grow at a steady pace; however, total
revenue declined as services revenue contracted. The strong
profitability of software products enabled the company to limit
downside to its EBITDA margins during the down cycle.
Improving Revenue Structure: Quorum has meaningfully improved
revenue visibility by increasing the proportion of its
recurring/re-occurring revenues primarily comprised of subscription
and support revenues. As demonstrated through the energy industry
down cycle in 2014-2016, subscription revenue remained resilient
despite a sharp decline in service revenue. The proportion of
recurring/re-occurring revenue increased substantially over the
last 10 years. The improved revenue structure should mitigate some
risks from industry cyclicality.
Diversified Customer Base: Quorum serves a diverse set of over
1,300 customers, with the top 20 accounting for less than 18% of
total revenue. While industry structure could vary over time,
Quorum's exposure to a large part of the value chain could enable
the company to maintain relatively more diversity in its customer
base. The merger with Aucerna and TietoEVRY should further
diversify Quorum's geographical footprint, as these entities have
significantly larger ex-US footprint. Nevertheless, Quorum's
end-market concentration remains high.
Expanding Product Platform: Quorum's products address the oil and
gas industry value chain across operations, transactions and
finance. Recent acquisitions have continued to expand its product
offerings to incrementally widen its footprint across new
functional areas in the oil and gas industry. The breadth of
platform products Quorum offers enables the company to increase
product penetration through cross-selling.
The platform nature enables efficient implementation of incremental
products after initial customer adoptions providing strong value
proposition for customers to add on additional product modules. In
addition, broader product implementation by customers should
increase customer switching costs, given the higher complexity that
arises with multiple product implementations. Such dynamics, in
conjunction with a subscription-based software revenue model,
should provide the company greater resilience.
Acquisitive Strategy: Quorum has historically used acquisitions to
expand its product platform. Since 2015, the company's acquisitions
include Fielding Systems, EPrime, WellEz, Entero, Coastal Flow
Measurement, Archeio Technologies, OGsys. Energy IQ, and Landdox.
Each of the acquired companies provided narrow solutions within the
oil and gas industry and expanded Quorum's product platform. Fitch
expects Quorum to remain acquisitive as it further expands its
footprint and addressable market.
Economic Headwinds Result in Near-Term High Leverage: Fitch
estimates Quorum's 2021 gross leverage to remain elevated at over
7x, consistent with previous expectations. Fitch expects gross
leverage to decline to below 7x in 2022 supported by reacceleration
in revenue with stable EBITDA margins. Despite the near-term
industry weakness affecting Quorum's revenue, Fitch expects Quorum
to have sufficient operational flexibility to maintain FCF margins
in the high-teens through 2023.
DERIVATION SUMMARY
Fitch's ratings are supported by Quorum's industry-leading software
solutions for the energy sector covering the upstream, midstream
and pipeline segments of the value chain. The Negative Outlook
reflects the current depressed energy industry, which will have
uncertain impact for the upstream segment. Fitch assumes revenue
growth in the mid-single digits in 2021, followed by low-teens
revenue growth through 2023 with EBITDA margins remaining stable.
This would result in Quorum's gross leverage remaining above the
negative sensitivity of 7x through 2021. The company's high cash
flow conversion should alleviate liquidity concerns in the near
term. As the energy industry situation remains fluid and rapidly
evolving, Fitch will revisit its rating case as new developments
emerge.
More fundamentally beyond near-term industry challenges, Fitch
believes the company benefits from its solutions platform through
cross-selling opportunities and greater stickiness for its
products; Quorum's product platform includes 35 software modules
with 1,300 clients. The increasing geographical mix should also
contribute to cross-selling opportunities. The shift toward a
software-as-a-service model for its software in recent years
provides the company with greater visibility into its software
revenue outlook, substantially reducing the revenue and profit
volatility through the industry cycles. Nevertheless, Quorum's high
concentration in the energy sector exposes the company to industry
cyclicality; approximately 40% Quorum's 2020 revenue is
non-recurring in nature and could be susceptible to energy industry
cycles.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Organic revenue growth in low- to mid-single digits in 2021
and returning to low-teens growth through 2023;
-- EBITDA margins in the mid-30's through 2023;
-- Aggregate acquisitions of $100 million through 2023;
-- Debt repayment limited to mandatory amortization over our
rating horizon. Fitch notes the revolver has been repaid in
1Q21;
-- No dividend payment through 2023.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that Quorum would be reorganized
as a going-concern in bankruptcy rather than liquidated;
-- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
-- In estimating a distress enterprise value (EV) for Quorum,
Fitch assumes a prolonged down cycle in the energy sector
resulting in a decline in revenue and contraction in EBITDA
margins, leading to a going concern EBITDA that is
approximately 20% lower relative to the LTM EBITDA. The
revenue decline is more moderate than the previous down cycle;
Quorum has since raised the visibility of its revenue outlook
by significantly increasing the proportion of recurring/re
occurring revenue.
-- Fitch assumes a 6.5x EV multiple in the recovery analysis. In
Fitch's Bankruptcy Enterprise Values and Creditor Recoveries
case studies, Fitch notes nine past reorganizations in the
Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the Software
sector, Allen Systems Group, Inc., Avaya, Inc. and Aspect
Software Parent, Inc. and received recovery multiples of 8.4x,
8.1x and 5.5x, respectively. Fitch believes Quorum's strong
position in software solution for the energy sector and highly
visible revenue outlook support a recovery multiple in the
middle of this range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of gross leverage (total debt with equity
credit/operating EBITDA) and FFO leverage sustaining below
5.5x;
-- (CFO-capex)/Total Debt with Equity Credit above 7% and FCF
greater than $50 million;
-- FFO Interest Coverage above 3.0x;
-- Organic revenue growth greater than 10% implying market share
gain.
Factors that could lead to stabilization of the Rating Outlook:
-- Gross leverage below the 7x threshold supported by EBITDA
growth;
-- (FCF-Capex)/Total Debt with Equity Credit ratio stable at
approximately 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- (CFO-capex)/Total Debt with Equity Credit below 3%.
-- Organic revenue growth sustaining in low single-digits;
-- Gross leverage and FFO leverage sustaining above 7x;
-- FFO Interest Coverage below 2.0x.
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
Liquidity and Debt Structure: Quorum has adequate liquidity with
estimated $25 million in unrestricted cash and cash equivalents
1Q21 and an available $35 million revolving credit facility
maturing in 2023. The company's liquidity profile is supported by
solid EBITDA and FCF generation.
The company's capital structure consists of the following:
-- $35 million senior secured revolving credit facility (undrawn)
due 2023;
-- $352 million senior secured first lien term loan due 2025;
-- $125 million senior secured second lien term loan due 2026.
Fitch believes the company has sufficient cash on hand to handle
all upcoming bank debt repayments in the near term.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3' - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
REGIONAL AMBULANCE: Wins Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
authorized Regional Ambulance Service, Inc. to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance.
The Debtor requires the use of cash collateral as it does not have
sufficient assets to continue to operate its business pending the
confirmation of the Debtor's Chapter 11 plan.
The Debtor does not have sufficient unencumbered cash or other
assets with which to continue to operate its business in Chapter 11
without use of the Cash Collateral.
The Internal Revenue Service and U.S. Small Business Administration
have a security interest in the Debtor's Cash Collateral.
As adequate protection for any diminution of the Cash Collateral,
the IRS and SBA are granted replacement liens on post-petition Cash
Collateral, in the same validity and priority as their pre-petition
liens, to the extent of any diminution in its Cash Collateral
postpetition. As further adequate protection to the IRS, the Debtor
will make Periodic Payments to the IRS in the amounts of $5,000 on
May 20, 2021, $5,000 on June 20, 2021, and $7,500 on July 20, 2021
and will continue making monthly $7,500 adequate protection
payments in the same amount by the 20th day of each month
thereafter until the earlier of: (a) confirmation of a plan of
reorganization for the Debtor; (b) conversion of the Debtor’s
Chapter 11 case; or (c) entry of a contrary order by the Court
regarding the use of such cash collateral.
A final hearing on the matter is scheduled for May 13, 2021 at
10:30 a.m. Objections are due May 6.
A copy of the order and the Debtor's budget through August 29 is
available for free at https://bit.ly/3nftLND from
PacerMonitor.com.
About Regional Ambulance Service
Regional Ambulance Service, Inc. operates a business that provides
24-hour ambulance services for clients throughout Richland County
and Aiken County in South Carolina. Regional Ambulance 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.
RESTAURANT TECHNOLOGIES: Moody's Alters Outlook on B2 CFR to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed Restaurant Technologies, Inc.'s
ratings including its Corporate Family Rating at B2, and its
Probability of Default Rating at B2-PD. Moody's also affirmed the
ratings on the company's senior secured first lien credit
facilities at B1, including its $60 million senior secured first
lien revolver due 2023 and $427 million principal amount senior
secured first lien term loan due 2025, and the rating on its $100
million senior secured second lien term loan due 2026 at Caa1. The
outlook was changed to stable from negative.
The ratings affirmation and outlook change to stable reflects the
company's improved credit metrics amid a challenging operating
environment in fiscal 2020, and Moody's expectations for a gradual
recovery in revenue and earnings over the next 12-18 months. While
Restaurant Technologies' financial leverage remains high,
debt/EBITDA leverage declined to 7.5x for the last twelve month
period (LTM) ending September 30, 2020 from 8.0x for the same
period last year. The company's high level of recurring revenue and
stable oil customer installations supported by its concentration in
the quick service restaurant (QSR) segment of the foodservice
sector, helped to somewhat mitigate the impact from coronavirus
related disruptions in the foodservice sector that resulted in
lower oil volumes. As a result, Restaurant Technologies' revenue
remained relatively stable declining 2% year-to-date through the
third quarter period of fiscal 2020 versus the same period last
year. In addition, the company's EBITDA (Moody's adjusted) grew
around 13% for the LTM September 30, 2020 over the same period last
year, supported by cost controls, favorable used cooking oil (UCO)
pricing, and contribution from new customers installations.
Moody's expects the company's topline and earnings will gradually
improve over the next 12-18 months, benefiting from a recovering US
economy, a gradual reopening in the foodservice, hospitality, and
college/schools sectors throughout 2021, and as the company laps
weak oil volumes during 2020. In addition, favorable UCO pricing
environment will continue to support profitability over the next 12
months.
Moody's took the following rating actions:
Ratings Affirmed:
Issuer: Restaurant Technologies, Inc.
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Gtd Senior Secured 1st Lien Bank Credit Facility (Revolver and
Term Loan, Affirmed B1 (LGD3)
Gtd Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa1
(LGD6)
Outlook Actions:
Issuer: Restaurant Technologies, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Restaurant Technologies B2 CFR reflects its relatively small scale
with annual revenue under $500 million (net revenue of around $209
million excluding oil pass through), and its high financial
leverage with debt/EBITDA at around 7.5x for the 12-month period
ending September 30, 2020. The company has concentration in the
foodservice/restaurant end markets, and some of its customers are
experiencing closures and reduced operations because of the
coronavirus outbreak, resulting in lower oil volumes. However,
Moody's expects Restaurant Technologies' revenue and earnings will
gradually and sequentially improve over the next 12-18 months,
supported by a recovering US economy, the gradual reopening in the
foodservice sector throughout 2021, and as the company laps weak
oil volumes during 2020. The company has high customer
concentration with McDonald's, and some commodity exposure related
to sales of used cooking oil. The company's adequate liquidity
reflects Moody's expectation for limited free cash flow over the
next 12-18 months because of a significant interest expense burden
and substantial capital expenditures associated with new customer
installations. Governance factors include the company's aggressive
financial policies under private equity ownership, highlighted by
high financial leverage.
The rating also reflects Restaurant Technologies' leading market
position in the closed-loop oil solutions industry, its deep
entrenchment in customers' cooking oil supply chains, the high
proportion of recurring revenue driven by delivery and service fees
embedded in customer contracts, and its high customer retention
rates. The company benefits from its first mover advantage in the
market in conjunction with its healthy geographic footprint
servicing most major metropolitan areas. Moody's expects the
healthy backlog of new customer installations, the continued ramp
up of the company's AutoMist product, and favorable pricing trends
in the UCO market will support revenue and earnings growth over the
next 12-18 months.
Environmental factors reflect that the company's closed-loop
cooking oil management provides a safer, cleaner, and more
efficient way to manage cooking oil than non-closed loop processes.
The process promotes sustainability via the reduction of
traditional oil container waste and the recycling of used oil to
biodiesel and animal feed markets. Social risk factors consider the
company's foodservice and hospitality customers are exposed to
changes in consumer discretionary spending power and shifts in
consumer spending trends such as food at-home and away from home.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Prolonged social distancing measures, along with
increased unemployment and lower consumer confidence as a result of
the coronavirus pandemic, will negatively impact oil volumes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations that Restaurant
Technologies' revenue and earnings will improve as the US economy
emerges from the coronavirus downturn, resulting in improving
credit metrics over the next 12-18 months. The stable outlook also
reflects Moody's expectations that the company will maintain at
least adequate liquidity supported by access to its $60 million
revolving credit facility due October 2023, which provides
financial flexibility to fund growth investments.
The ratings could be upgraded if the company grows its revenue
scale, sustains debt/EBITDA below 5.5x, and sustains EBITA/interest
above 2.0x. A ratings upgrade would also require good liquidity
highlighted by consistent positive free cash flow generation.
The ratings could be downgraded if the company's revenue or EBITDA
margin deteriorates, debt/EBITDA is sustained above 7.0x, or
EBITA/interest is below 1.0x. Ratings could also be downgraded if
liquidity weakens for any reason, including higher reliance on
revolver borrowings, or if the company completes a debt financed
shareholder distribution that materially increases leverage.
Headquartered in Mendota Heights, Minnesota, Restaurant
Technologies, Inc. operates as a closed-loop cooking oil
distributor for quick service and casual dining restaurants,
grocery stores, and hospitality customers. The company was acquired
in 2018 by private equity firm West Street Infrastructure Partners
(Sponsor). The company is private and does not publicly disclose
its financials. Restaurant Technologies, Inc. generated net revenue
of $209.5 million, excluding oil passthrough, for the twelve month
period ended September 30, 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
RIVERSIDE MILITARY: Fitch Affirms BB Rating on $52MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the rating on approximately $52 million
of Gainesville & Hall County Development Authority (GA) series 2017
refunding revenue bonds issued on behalf of Riverside Military
Academy (RMA), and RMA's Issuer Default Rating (IDR) at 'BB'.
The Rating Outlook remains Negative.
SECURITY
The bonds are an absolute and unconditional obligation of RMA,
secured by a first lien on the academy's campus and a cash-funded
DSRF.
ANALYTICAL CONCLUSION
The 'BB' IDR and revenue bond rating reflect Fitch's expectation
for pressured enrollment and cash flow available for debt service
through the peak of the pandemic's impact through fiscal 2021,
followed by a return to demand and financial operations more
consistent with historical levels. RMA's enrollment cycle and cash
flow stability rely on rolling matriculation throughout the
academic year and a significant base of international students,
both of which were heavily impacted by the pandemic. The academy
received approximately $3.5 million of forgivable loans from the
SBA in fiscals 2020 and 2021, which Fitch expects may ease some
operating pressure, but near-term revenue vulnerability remains.
The Negative Outlook reflects RMA's elevated vulnerability to
sustained demand and operating pressure, reflected in Fitch's
baseline scenario, and in particular, incorporates the academy's
susceptibility to enrollment volatility and revenue pressures.
Failure to stabilize enrollment and resultant operations beyond
fiscal 2021 as expected could pressure the rating. Rating
sensitivities noted below address potential rating implications
under Fitch's downside scenario, which assumes a slower economic
recovery and prolonged operating revenue pressure.
KEY RATING DRIVERS
Revenue Defensibility: 'Midrange'
Fitch's assessment of revenue defensibility reflects RMA's
prospects for regaining enrollment stability following
pandemic-driven declines in fiscal years 2020 and 2021. Total
enrollment declined by about 36% in fiscal 2020, to 396 students,
and is on track to remain suppressed in fiscal 2021. However,
revenues overall demonstrated less volatility than enrollment
throughout the pandemic, as the academy increased tuition and fee
rates, especially day tuition rates, which partially offset the
contraction in boarding attendance.
The academy has worked to add grade levels to its academic
offerings to counteract enrollment volatility, including a sixth
grade cohort planned for fall 2021. The expansion of middle school
grades has been achieved with limited added expense to date, and
management expects this to remain true as the sixth grade class
completes RMA's middle school offerings. Management reports that
early inquiries for fall 2021 suggest early indications of
enrollment growth. The academy remains highly reliant on
student-generated revenues, which Fitch will monitor closely as RMA
works to rebound from pandemic-related revenue volatility.
Operating Risk: 'Midrange'
RMA's generally variable operating expenses with limited labor
constraints provide sound operating cost flexibility. The academy
held its expense base fairly flat through fiscal 2020, despite
pandemic-related revenue declines, although expense constraints are
expected to improve operations in fiscal 2021 and beyond.
Management indicates that the addition of middle school grades has
been achieved with minimal incremental expense and that staff and
faculty levels will be adjusted with enrollment growth in future
years to maintain balanced financial operations. RMA's capex needs
are limited, and the ability to efficiently manage existing
resources and modest future capital plans moderate RMA's operating
risk.
Financial Profile: 'Weaker'
Fitch assesses RMA's financial profile as weaker, driven by balance
sheet sensitivity to near-term economic volatility and revenue
softening. Currently, RMA has approximately $22.6 million in
available funds against $52 million (42.7%) of adjusted debt, which
is down from 52.6% in 2015. Fitch's baseline scenario analysis
reflects cash and investments available to pay debt service to
adjusted debt declining to around 30%, and net adjusted debt to net
income available for debt service increasing to around 11x. While
liquidity is currently a neutral consideration, RMA is particularly
susceptible to insufficient debt service coverage under a stress
scenario, and did not make economic coverage during fiscal 2020
from recurring operations.
ASYMMETRIC RISK ADDITIVE CONSIDERATIONS
There were no asymmetric considerations incorporated in RMA's
rating.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A rebound in fiscal 2022 enrollment to near historical levels
could support an Outlook revision to Stable;
-- Cash flow stability at levels comfortably above debt service
requirements, without reliance on an unsustainable endowment
distribution or other non-recurring funds;
-- Improved balance sheet ratios with unrestricted cash and
investments to adjusted debt consistently above 50%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Declines in enrollment and net tuition revenues that pressure
the academy's ability to service debt;
-- Further deterioration of cash available to pay debt service to
levels consistently below 40% of adjusted debt;
-- A consistent trend of draws from endowment funds above
sustainable levels.
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
Founded in 1907, RMA is a military-style college preparatory school
for boys, offering boarding and day school programs for grades
6-12. The academy is located on a 206-acre campus in Gainesville,
Georgia, about 60 miles northeast of Atlanta. The academy holds
dual-accreditation from the Southern Association of Independent
Schools and the Southern Association of Colleges and Schools, which
was renewed in 2017.
The outbreak of the coronavirus and related mitigation measures
create an uncertain environment for the U.S. nonprofits, including
independent schools. Fitch's forward-looking analysis is informed
by management expectations and by the common set of baseline and
downside macroeconomic scenarios. Fitch's scenarios will evolve as
needed during this dynamic period.
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.
ROYAL BLUE: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Royal Blue Realty Holdings, Inc.
162-174 Christopher Street
New York, NY 10014
Business Description: Royal Blue Realty Holdings is primarily
engaged in renting and leasing real estate
properties.
Chapter 11 Petition Date: April 26, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10802
Judge: Hon. Lisa G. Beckerman
Debtor's Counsel: Robert L. Rattet, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212-286-1884
Email: rlr@dhclegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Andrew Nichols, chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RD2QRLQ/Royal_Blue_Realty_Holdings_Inc__nysbke-21-10802__0001.0.pdf?mcid=tGE4TAMA
RUSTHOVEN ENTERPRISES: Taps Levenfeld Pearlstein as Counsel
-----------------------------------------------------------
Rusthoven Enterprises LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Levenfeld
Pearlstein, LLC as its counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties as debtors-in-possession in the continued management and
operation of their businesses;
b. attending meetings and negotiating with representatives of
creditors and other parties in interest;
c. taking all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors' interests in
negotiations concerning all litigation in which the Debtors are
involved, including objections to claims filed against their
estates;
d. preparing all motions, applications, answers, orders,
reports, and papers necessary to the administration of the
Debtors’ estates and their Chapter 11 Cases;
e. taking any necessary action on behalf of the Debtors to
obtain approval of a plan of reorganization;
f. representing the Debtors in connection with obtaining use
of cash collateral;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the Court, any appellate courts, and the
United States Trustee and protecting the interests of the Debtors'
estates before those courts and the United States Trustee; and
i. performing all other necessary legal services to the
Debtors in connection with the Chapter 11 Cases, including, without
limitation, (i) the analysis of the Debtors' leases and executory
contracts and the assumption, rejection, or assignment thereof,
(ii) the analysis of the validity of liens against the Debtors, and
(iii) advice on corporate, litigation, and other matters.
Levenfeld Pearlstein will be paid at these hourly rates:
Partners $480 to $950
Counsel $470 to $750
Associates $380 to $490
Paralegals $175 to $360
Levenfeld Pearlstein will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Harold D. Israel, Esq., at Levenfeld Pearlstein, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harold D. Israel, Esq.
Sean P. Williams, Esq.
Levenfeld Pearlstein, LLC
2 North LaSalle Street, Suite 1300
Chicago, IL 60602
Telephone: (312) 346-8380
Facsimile: (312) 346-8434
E-mail: hisrael@lplegal.com
About Rusthoven Enterprises
Rusthoven Enterprises LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03863) on March 25,
2021, listing under $1 million in both assets and liabilities.
Harold D. Israel, Esq. at LEVENFELD PEARLSTEIN, LLC, represents the
Debtor as counsel.
SALEM CITY: Moody's Alters Outlook on Ba3 GOULT Rating to Positive
------------------------------------------------------------------
Moody's Investors Service has affirmed the City of Salem, NJ's
general obligation unlimited tax (GOULT) rating at Ba3.
Concurrently, Moody's have revised the outlook to positive from
stable. This action affects roughly $28.3 million of par
outstanding.
RATINGS RATIONALE
The Ba3 rating reflects the recent extension by the State of New
Jersey (A3 stable) of the lease supporting the city's guaranteed
debt. Although the guaranteed debt is still structured in a way
which will be highly challenging for the city, the extension of the
lease is the first step in refinancing this debt and represents
material support by the state; in addition, the state has provided
$2.5 million to help pay down the debt. The guarantee applies to
debt issued to finance an office building project. The city has
provided budgetary support to the project in recent years. Absent
restructuring, debt service will escalate significantly beginning
in 2028 and the size of the liability relative to the city's budget
poses risks of significant bondholder loss in the future. The city
also has a very weak tax base and demographic profile including low
resident wealth and income and elevated poverty.
RATING OUTLOOK
The positive outlook reflects fact that the city is in the process
of refunding and restructuring the guaranteed debt to match the new
lease structure. Assuming the bonds are successfully restructured,
this would reduce or even eliminate the need for the city to
subsidize the project, though the guarantee would remain. This
would materially reduce the risk to the city's bondholders.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Successful completion of the planned refunding of the guaranteed
debt
Material improvements in the city's resident wealth and income
Significant growth in the city's tax base
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Failure to refund the guaranteed debt as planned
Material declines in the tax base or resident wealth and income
Sustained declines in reserves or liquidity
LEGAL SECURITY
Debt service on the bonds is ultimately secured directly, or via
the provisions of a guarantee agreement, by the city's pledge of
its full faith and credit backed by its legal obligation to levy ad
valorem tax on all taxable property for the payment of debt service
without limit as to rate or amount.
PROFILE
Salem is the county seat of Salem County (A1). It is located in the
southwestern part of the state across the Delaware River from the
State of Delaware (Aaa stable). The city has a population of
approximately 4,800.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in January 2021.
SAN LUIS & RIO: Trustee Sets Bidding Procedures for All Assets
--------------------------------------------------------------
William A. Brandt, Jr., the appointed trustee in the Chapter 11
case of San Luis & Rio Grande Railroad, Inc., asks the U.S.
Bankruptcy Court for the District of Colorado to authorize the
bidding procedures in connection with the sale of substantially all
assets to Midwest & Bluegrass Rail, LLC, for $7.5 million, subject
to overbid.
The Debtor owns and operates a railroad that is approximately 150
miles long that primarily supports the transportation of grain,
minerals, specialty rock products, and produce in southern
Colorado.
On Feb. 27, 2017, the Debtor and other affiliated entities entered
into a Loan and Security Agreement with Big Shoulders Capital, LLC,
pursuant to which the Borrowers granted Lender a security interest
in specified collateral. On Sept. 9, 2019, pursuant to its rights
under the Loan Agreement, the Lender commenced a receivership
action against the Debtor and Mt. Hood Railroad Co. in the U.S.
District Court for the Northern District of Illinois, Case No.
19cv06029. On Sept. 12, 2019, the District Court entered an order
appointing Novo Advisors, as receiver over the assets of the Debtor
and Mt. Hood.
On Oct.16, 2019, a Chapter 11 Involuntary Petition was filed
against the Debtor by three unsecured creditors. The Debtor did
not oppose the Involuntary Petition, and on Nov/ 7, 2019, the Court
entered its Order for Relief and Procedure in Involuntary Case, in
which it ordered, among other things, that an order for relief
under Chapter 11 of Title 11 of the U.S. Code is granted.
On Dec. 30, 2019, the U.S. Trustee filed its Notice of Appointment
of Trustee, in which it appointed the Trustee. On April 24, 2020,
the Court granted the motion for the joint administration of the
Debtor's Bankruptcy Case and the case of its affiliated entity,
Saratoga and North Creek Railway, LLC.
The Trustee was chosen by the Department of Transportation to
operate SLRG due to his specific railroad experience and acumen.
As soon as he was appointed, the Trustee continued the marketing
process United States and Canada for the Debtor. He has received
two letters of intent (including the one from the Stalking Horse
Bidder) and has received other verbal offers of interest.
The Trustee continues to respond almost weekly to inquiries from
new prospective buyers. After extensive negotiations regarding the
terms and conditions thereof, the Trustee and the Stalking Horse
Bidder have agreed to the terms of a sale as set forth in the
binding letter of intent, whereby the Stalking Horse Bidder has
proposed to purchase the Assets for a total consideration of $7.5
million.
The Trustee now asks authority to further market-test the
transaction contemplated by the LOI in order to ensure that the
estate obtains the highest or otherwise best offer for the Assets.
The LOI, the proposed bidding procedures, and the related relief
requested are in the best interests of the public as set forth in
11 U.S.C. Section 1165, the Debtor's estate, creditors, and parties
in interest.
Although the Stalking Horse Bidder is still conducting due
diligence as of the date of the Bidding Procedures Motion, the
Trustee and the Stalking Horse Bidder have agreed to use
commercially reasonable efforts to finalize the definitive Asset
Purchase Agreement and to file the APA prior to the hearing before
the Bankruptcy Court on thisBidding Procedures Motion.
Accordingly, the Trustee respectfully requests that the Court
grants the Motion.
The Trustee anticipates seeking approval of the sale of the Assets
to the Stalking Horse Bidder or to a competing bidder that submits
a higher and better offer in accordance with the Bidding
Procedures. The Assets will be sold free and clear of all liens,
claims, rights, interests, and encumbrances whatsoever, with all
then-existing Encumbrances to attach to the net sale proceeds of
the Assets.
The material terms of the proposed sale to the Stalking Horse
Bidder or other Successful Bidder are:
a. The Stalking Horse Bidder is Midwest & Bluegrass Rail,
LLC.
b. The Purchase Price is $7.5 million of cash plus the
assumption of the Assumed Liabilities by the Stalking Horse Bidder
at the Closing.
c. Purchased Assets: Substantially all of the Debtor's assets,
excluding the Excluded Assets.
d. Excluded Assets: Cash, causes of action, pre-closing
insurance claims, membership interests in Saratoga and North Creek
Railway, LLC, plus other assets to be identified in schedules to
the APA.
e. Assumed Liabilities Among other liabilities (i) all
liabilities under the Purchased Contracts arising after the
Closing, including cure amounts; (ii) all liabilities with respect
to the Purchased Assets arising after the Closing. (iii)
liabilities to be identified and listed in schedules to the APA.
f. Excluded Liabilities All liabilities and obligations for
which the Stalking Horse Bidder does not expressly assume any
liability.
g. Contracts to be Assumed and Assigned: The Trustee will
assume and assign to the Stalking Horse Bidder all contracts listed
in the final APA, which consist primarily of all storage agreements
and equipment lease agreements. The Trustee anticipates that the
cure amounts associated with those lease and contracts will be
minimal.
h. The Closing Date will occur not later than seven days
following entry of the Sale Order.
i. Deposit: $500,000
j. Break-up Fee: 3% of the Cash Purchase Price ($250,000)
k. Expense Reimbursement None.
l. Representations and Warranties: Except as specifically set
forth in the LOI, the Stalking Horse Bidder will accept the Assets
at Closing on an "As Is" and "Where Is" basis.
m. The sale to the Stalking Horse Bidder may be terminated in
various circumstances, the most significant of which include the
following: The Sale Order is not entered within 42 days of the
Auction.
n. Agreements with Management: None
The salient terms of the Bidding Procedures are:
a. Bid Deadline: May 21, 2021, at 11:59 p.m. (MT)
b. Initial Bid: The aggregate cash consideration proposed by
each Bid must be equal to, or exceed, the sum of (i) the Purchase
Price set forth in the Stalking Horse Bid; (ii) the Breakup Fee;
plus (iii) $250,000 of the Cash Purchase Price.
c. Deposit: $500,000
d. Auction: If one or more timely conforming Initial Overbids
are received, the Debtor will conduct an Auction of the Assets, in
which the Stalking Horse Bidder and all other Qualified Overbidders
may participate. The Auction will be conducted at the offices of
Markus Williams Young & Hunsicker, LLC on May 26, 2021 at 10:00
a.m. (MT), or such other place and time as the Trustee may
determine, so long as such change is communicated reasonably in
advance to all Qualified Overbidders, the Stalking Horse Bidder and
other invitees, if any. If due to the Covid-19 pandemic, the local
guidelines in place in Denver on the date of the auction do not
permit in-person meetings, the Trustee will conduct the Auction
electronically via video-conferencing. The Trustee shall, in any
event, permit the submission of auction bids by telephone and/or
video conference.
e. Bid Increments: $25,000
f. Sale Hearing: June 1, 2021
For the reasons stated, and in light of the obvious benefits to the
estate, the Trustee has determined, in the exercise of his business
judgment, to consummate the proposal submitted under the LOI
pursuant to the bidding and auction procedures proposed.
The Trustee seeks the authority to assume and assign the Assumed
Contracts to the Stalking Horse Bidder (or, in the event that the
Stalking Horse Bidder is not the Successful Bidder, such other
contracts and leases as are designated in the Successful Bidder's
bid). He shall, within two business days after the entry of the
Bid Procedures Order, serve on each of the Counterparty the
Assignment Notice. The non-debtor party or parties to any such
excluded contract or lease will be notified of such exclusion
within three business days of such determination.
A copy of the LOI is available at https://tinyurl.com/ynj4w2yn from
PacerMonitor.com free of charge.
About San Luis & Rio Grande Railroad
San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio
Grande Railroad.
On Oct. 16, 2019, an involuntary Chapter 11 petition was filed
against San Luis & Rio Grande Railroad by creditors, Ralco LLC,
South Middle Creek Road Association and The San Luis Central
Railroad Co. (Bankr. D. Colo. Case No. 19-18905).
The petitioning creditors are represented by Brownstein Hyatt
Farber Schrec and Graves Dougherty Hearon & Moody.
Judge Thomas B. McNamara oversees the case.
Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San
Luis & Rio Grande Railroad. The trustee tapped Markus Williams
Young & Hunsicker LLC as legal counsel and D'Almeida Consulting,
LLC as financial consultant and expert.
SCHULTE PROPERTIES: Seeks to Hire Special Litigation Counsel
------------------------------------------------------------
Schulte Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Matthew Carlyon, Esq.,
an attorney practicing in Chicago, as special litigation counsel.
The Debtor requires a litigation counsel to pursue its claims
against lenders and servicers and assist in filing claim
objections.
Mr. Carlyon will charge $350 per hour for his services and $150 per
hour for paralegals and legal assistants. The retainer fee is
$60,000.
In court papers, Mr. Carlyon disclosed that he has no connections
with the Debtor, creditors or any other "party in interest."
Mr. Carlyon can be reached at:
Matthew Carlyon, Esq.
205 North Michigan Avenue, Suite 810
Chicago, IL 60601
About Schulte Properties
Schulte Properties, LLC is the fee simple owner of various real
properties in Las Vegas and Henderson, Nev.
Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 18-12734) on May 10, 2018. The Debtor first sought
protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May
31, 2017. Judge Laurel E. Babero oversees the case.
In the petition signed by Melani Schulte, managing member, the
Debtor disclosed $10 million to $50 million in both assets and
liabilities.
The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler
P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an
attorney practicing in Chicago, as its special litigation counsel.
SECURE HOME: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Secure Home Holdings LLC
3803 West Chester Pike
Suite 100
Newtown Square, PA 19073
Business Description: The Debtors are a national provider of
technologically advanced security
solutions, including residential and
commercial security systems, home
automation systems, smoke and carbon
monoxide detectors, and other security
solutions in communities throughout the
United States.
Chapter 11 Petition Date: April 25, 2021
Court: United States Bankruptcy Court
District of Delaware
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Secure Home Holdings LLC (Lead Case) 21-10745
ACA Security Systems, LP 21-10746
ACA Security Systems GP, LLC 21-10747
Hawk Creation, LLC 21-10748
My Alarm Center, LLC 21-10749
Debtors'
General
Bankruptcy
Counsel: William E. Chipman, Jr., Esq.
Robert A. Weber, Esq.
Mark D. Olivere, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 North Market Street, Suite 5400
Wilmington, Delaware 19801
Tel: (302) 295-0191
Email: chipman@chipmanbrown.com
weber@chipmanbrown.com
olivere@chipmanbrown.com
Debtors'
Special
Bankruptcy
Counsel: Van C. Durrer, II, Esq.
Destiny N. Almogue, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
Tel: (213) 687-5000
Email: Van.Durrer@skadden.com
Destiny.Almogue@skadden.com
Debtors'
Financial
Advisor: M3 ADVISORY PARTNERS, LP
Debtors'
Investment
Banker: RAYMOND JAMES & ASSOCIATES, INC.
Debtors'
Noticing,
Claims
Management &
Reconciliation,
Plan Solicitation,
Balloting, and
Disbursement
Agent: KURTZMAN CARSON CONSULTANTS LLC
https://www.kccllc.net/securehome
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Amy V. Kothari, chief executive
officer.
A full-text copy of Secure Home Holdings' petition is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/E5J4PQA/Secure_Home_Holdings_LLC__debke-21-10745__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Goldman Sachs Specialty Bank Debt $33,950,283
Lending Group LP
6011 Connection Drive
Irving, TX 75039
Ben Nale (ben.nale@gs.com)
David Miller (david.miller@gs.com)
2. Invesco Credit Partners Bank Debt $14,956,336
Master Fund II, L.P.
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
3. Woodforest National Bank PPP Loan $6,813,900
1330 Lake Robbins Drive
Woodlands, TX 77380
Fax: (281) 296-1802
J. Prather(jprather@wnbcommercial.com)
4. First Midwest Bank Bank Debt $6,063,085
8750 West Bryn Mawr Avenue
Suite 1300
Chicago, IL 60631
Tel: (800) 322-3623
Pam Eskra(pam.eskra@firstmidwest.com)
Jerry Brosnan(jerry.brosnan@firstmidwest.com)
Chris Sawyer(chris.sawyer@firstmidwest.com)
5. CIT Bank, N.A. Bank Debt $6,063,085
11 West 42nd Street
New York, NY 10036
Tel: (832) 375-2505
Fax: (866) 914-1578
John Yusi(john.yusi@cit.com)
Justin Roberts(justin.roberts@cit.com)
6. Invesco Senior Bank Debt $5,872,139
Floating Rate Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
7. Invesco US Senior Loan Fund Bank Debt $5,523,186
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
8. OCM FIE, LLC Management Fee $2,900,000
333 South Grand Avenue
Floor 28
Los Angeles, CA 90071
Tel: (213) 830-6300
Fax: (213) 830-6293
Email: tcasarella@oaktreecapital.com
9. Invesco Floating Bank Debt $2,517,787
Rate ESG Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
10. Invesco European Bank Debt $1,992,891
Senior Loan Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
11. Invesco Credit Partners Bank Debt $1,914,858
Opportunities Fund 2020, L.P.
1166 Avenue of the Americas
26th Floor New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com
12. Invesco Dynamic Credit Bank Debt $1,750,081
Opportunities Fund
1166 Avenue of the Americas
26th Floor New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
13. Invesco Senior Income Trust Bank Debt $1,627,449
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
14. Invesco US Senior Loan Bank Debt $1,166,495
ESG Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
15. Internal Revenue Service Cares Act $1,092,734
1111 Constitution Avenue, NW Social Security
Washington, DC 2022 Payroll Tax
Deferral
16. Invesco Senior Loan Fund Bank Debt $938,803
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
17. American Express Company Credit Card $432,527
P.O. Box 1270
Newark, NJ 07101
Matthew Heimann
(matthew.heimann@aexp.com)
Tel: (908) 273-5500
Fax: (908) 273-5582
18. AFCO Credit Corporation Insurance $255,909
4501 College Boulevard
Suite 320
Leawood, KS 66211
Tel: (800) 288-6901
Fax: (877) 232-6329 or
(913) 663-4951
Email: quote@AFCO.commarketing@AFCO.com
19. Invesco Floating Rate Bank Debt $252,796
Income Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
20. Invesco European Bank Debt $222,233
Senior Loan ESG Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
21. Ademco Inc. Trade Debt $166,275
(d/b/a ADIGlobal Distribution)
P.O. Box 905417
Charlotte, NC 28290
Tel: (631) 692-1000
Fax: (704) 525-8899
Email: charlotte@adiglobal.com
22. Campus Investors H Lease $162,754
Building, L.P.
3843 West Chester Pike
Newtown Square, PA 19073
Email: ngallagher@equuspartners.com
23. Security Data Supply Trade Debt $138,148
of Dallas, LLC
9777 West Gulf Bank Road
Suite 15
Houston, TX 70040
Attn: Brent(brent@securitydatasupply.com)
Tel: (713) 782-5100
24. Mitchell Silberberg Professional $130,853
& Knupp LLP Fees
2049 Century Park East
18th Floor
Los Angeles, CA 90067
Tel: (310) 312-2000
Fax: (310) 312-3100
Email: esc@msk.com
25. WAVE Electronics, Inc. Trade Debt $85,682
8648 Glenmont Drive
Suite 130
Houston, TX 77036
Tel: (713) 466-9283
Email: accounts@waveinc.net
26. Invesco Senior Bank Debt $68,692
Floating Rate Plus Fund
1166 Avenue of the Americas
26th Floor
New York, NY 10036
Gerard Fogarty(gerard.fogarty@invesco.com)
Paul Triggiani(paul.triggiani@invesco.com)
Arth Patel(arth.patel@invesco.com)
27. Tri-Ed Distribution Inc. Trade Debt $70,052
135 Crossways Park Drive
Suite 101
Woodbury, NY 11797
Tel: (516) 941-2800
Email: marketing@tri-ed.com
28. Salesforce.com Inc. Trade Debt $50,072
P.O. Box 203141
Dallas, TX 75320
Attn: Travis Smith(travis.smith@salesforce.com)
Attn: A. Johansson(ajohansson@salesforce.com)
29. Bridgestone Americas Trade Debt $41,317
Holdings, Inc.
23715 Network Place
Chicago, IL 60673
Attn: Erika Rivera(riveraerika@bfusa.com)
30. GPX Communications LLC Trade Debt $35,373
989 Old Eagle School Road
P.O. Box 1023
Wayne, PA 19087
Email: lcarnevali@evolveip.net
SEMILEDS INC: Ordered to Pay $123K in Well Thrive Suit
------------------------------------------------------
The judge in the case, Well Thrive Ltd. vs. SemiLEDs Corporation,
issued a ruling, requiring the Company to pay pre-judgment interest
in the amount of $123,000 to Well Thrive. As reported in the
Company's Form 10-Q for the quarter ended Feb. 28, 2021, the
Company filed a notice of appeal from the judgment ordering the
Company to return the $500,000 deposit to Well Thrive. The Company
expects to record the interest award as a current liability in its
quarter ending May 31, 2021.
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SemiLEDs reported a net loss of $547,000 for the year ended Aug.
31, 2020, compared to a net loss of $3.56 million for the year
ended Aug. 31, 2019. As of Feb, 28, 2021, the Company had $15.13
million in total assets, $13.51 million in total liabilities, and
$1.62 million in total equity.
KCCW Accountancy Corp., in Diamond Bar, California, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 17, 2020, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
SHILO INN: Wins Cash Collateral Access Thru July 30
---------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Shilo Inn, Idaho Falls, LLC to use cash collateral
on an interim basis through July 30, 2021, in accordance with the
budget, with a 10% variance.
RSS CGCMT 2017P7-ID SIIF, LLC's predecessor in interest extended
pre-petition credit facilities to the Debtor, evidenced, in part,
by a note in the original principal amount of $5,300,575, dated
November 2, 2015, executed by the Debtor in favor of NATIXIS REAL
ESTATE CAPITAL LLC, a Deed of Trust, Assignment of Leases and
Rents, Security Agreement executed by the Debtor in favor of
Chicago Title Company, and a UCC-1 financing statement filed with
the Oregon Secretary of State as Lien No. 90626581.
RSS CGCMT as Secured Creditor succeeded by assignment to all of the
interests of the Original Lender in the Loan Documents; and as a
result, the Secured Creditor is the current holder of the Note and
the Loan Documents.
The Debtor is in the process of reviewing and analyzing the
obligations under the Loan Documents and the validity, extent and
priority of Secured Creditor's interests in and to the Debtor's
assets.
The Debtor acknowledges the Secured Creditor is entitled to
adequate protection of its interest in the Prepetition Collateral
securing the Prepetition Obligations for and equal in amount to the
amount of Cash Collateral used from and after the Petition Date,
and, subject to a motion and hearing, the aggregate diminution in
the value of the Secured Creditor's interests in the Prepetition
Collateral from and after the Petition Date.
Although the Debtor contends that Secured Creditor is adequately
protected by, among other things, substantial equity cushion, the
Secured Creditor disputes this and contends the Debtor cannot offer
adequate protection for its use of Cash Collateral. The Secured
Creditor has, however, consented to the Debtor's use of Cash
Collateral, subject to and expressly conditioned upon the granting
of protections as provided for in the Order.
The Debtor grants, in favor of the Secured Creditor a first
priority post-petition security interest and lien in, to and
against all of the Debtor's assets, to the same priority, validity
and extent that the Secured Creditor held a properly perfected
pre-petition security interest in such assets.
As a component of adequate protection, the Debtor will make monthly
payments to Secured Creditor in an amount equal to monthly interest
only payments at the contract (non-default) rate on the principal
amount of the Loan, in the amount of $26,837.08 per month,
commencing on or about April 21, 2021, and continuing monthly
thereafter on the 21st of each month through July 21, 2021.
According to the Court, the liens and security interests granted in
the Order are deemed perfected without the necessity for filing or
execution of documents which might otherwise be required under
non-bankruptcy law for the perfection of said security interests.
The Court says the provisions of the Order are without prejudice to
the Secured Creditor's right to seek the allowance of a
superpriority administrative expense claim under section 507(b) of
the Bankruptcy Code with respect to the Adequate Protection
Obligations.
A fifth interim hearing on the Debtor's continued use of Cash
Collateral will be conducted by the Court on July 21 at 10 a.m.
A copy of the order and the Debtor's budget through October 2021 is
available at https://bit.ly/3gxD4Hb from PacerMonitor.com.
The Debtor projects $1,340,650 in gross profit, expenses of
$1,011,740 and $328,910 in net cash flow from operations.
About Shilo Inn, Idaho Falls, LLC
Shilo Inn, Idaho Falls, LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 20-42489) on Nov. 2, 2020. At the time of
filing, the Debtor disclosed up to $50 million in assets and up to
$10 million in liabilities.
Judge Brian D. Lynch oversees the case.
Levene, Neale, Bender, Yoo & Brill LLP and Stoel Rives LLP serve as
the Debtor's bankruptcy counsel and local counsel, respectively.
RSS CGCMT 2017P7-ID SIIF, LLC, as lender, is represented by Lane
Powell PC.
SHRI NARAYAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shri Narayan, LLC
2009 Agape St.
Arnold, MO 63010
Business Description: Shri Narayan, LLC owns and operates gasoline
stations.
Chapter 11 Petition Date: April 25, 2021
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 21-41573
Debtor's Counsel: Angela Redden-Jansen, Esq.
ANGELA REDDEN-JANSEN
3350 Greenwood Blvd
Saint Louis, MO 63143
Tel: 314-645-5900
Fax: 314-754-8104
E-mail: amredden@swbell.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Milapkumar P. Patel, 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/2IZFSKY/Shri_Narayan_LLC__moebke-21-41573__0001.0.pdf?mcid=tGE4TAMA
SIMON'S WHOLESALE: Seeks to Hire M. Jones and Associates as Counsel
-------------------------------------------------------------------
Simon's Wholesale Bakery, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
M. Jones and Associates, PC to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $350 to $550 per hour
Paralegals $100 per hour
Law Clerks $100 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred. The retainer fee is $30,000.
Michael Jones, Esq., a partner at M. Jones and Associates,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael Jones, Esq.
M. Jones and Associates, PC
505 N Tustin Ave, Ste 105
Santa Ana, CA 92705
Tel: (714) 795-2346
Fax: (888) 341-5213
Email: mike@MJonesOC.com
About Simon's Wholesale Bakery
Simon's Wholesale Bakery, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Calif. Case No. 21-10930) on April 8, 2021,
disclosing under $1 million in both assets and liabilities. The
Debtor tapped M. Jones and Associates, PC as legal counsel.
SMG INDUSTRIES: Widens Net Loss to $15.9 Million in 2020
--------------------------------------------------------
SMG Industries Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$15.87 million on $26.67 million of revenues for the year ended
Dec. 31, 2020, compared to a net loss of $3.98 million on $508,659
of revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $27.42 million in total
assets, $38.24 million in total liabilities, and a total
stockholders' deficit of $10.82 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 19, 2021, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1426506/000110465921051843/tm211747d1_10k.htm
About SMG Industries
Headquartered in Houston, Texas, SMG Industries Inc. --
www.SMGIndustries.com -- is a growth-oriented transportation
services company focused on the domestic logistics market. The
Company's primary business objective is to grow its operations and
create value for its stockholders through organic growth and
strategic acquisitions.
SOUTH MOON: Has Until May 28 to File Plan and Disclosure
--------------------------------------------------------
Judge Thomas M. Lynch has entered an order that Debtor, South Moon
BBQ Incorporated is granted until May 28, 2021, to file its Chapter
11 Plan and Disclosure Statement.
About South Moon BBQ Inc.
South Moon BBQ Incorporated sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-80759) on April
1, 2019. At the time of the filing, the Debtor was estimated to
have assets of less than $50,000 and liabilities of less than $1
million. The case is assigned to Judge Thomas M. Lynch. Barrick,
Switzer, Long, Balsley, & Van Evera LLP is the Debtor's counsel.
SUNDANCE ENERGY: Exits Chapter 11 Process, Cleans Up Balance Sheet
------------------------------------------------------------------
On April 23, 2021, Sundance Energy Inc. and its affiliates, an
onshore independent oil and natural gas company focused on the
development of large, repeatable resource plays in North America,
announced that it has successfully completed its financial
restructuring and implemented its prepackaged plan of
reorganization (the "Prepackaged Plan"), which was confirmed by the
U.S. Bankruptcy Court for the Southern District of Texas on April
19, 2021. Sundance has emerged from Chapter 11 protection in a
strengthened financial position having eliminated over $250 million
of funded debt obligations. Unsecured trade creditors will be paid
in full in accordance with the Prepackaged Plan.
On April 23, 2021, I'm proud to say that we've emerged from our
financial restructuring process having strengthened our financial
structure by significantly deleveraging our balance sheet and
positioning our business for sustained future success. With this
stronger financial foundation, along with the support of our new
ownership and Board of Directors, we look forward to an exciting
new chapter for Sundance Energy," said Eric McCrady, Sundance’s
President and Chief Executive Officer. "I am confident that
Sundance and our entire team is well equipped to focus on our core
competencies while navigating volatility in the market price of
crude oil and natural gas."
In accordance with the Prepackaged Plan, Sundance has emerged as a
privately-held company and all prior existing equity interests have
been cancelled. The Company has emerged with a new Board of
Directors that will consist of four members including:
* Owen Hill, Ares Management, Managing Director, Credit Group;
* David Lazarus, Morgan Stanley, Managing Director, Fixed Income;
* Damon Putman, Angelo Gordon, Managing Director, Energy Group;
and
* Dan Vogel, Apollo Global Management, Managing Director,
Corporate Credit, Energy &
Infrastructure Vertical Lead.
At emergence, the Company's recapitalized balance sheet includes
(i) $137.5 million of committed indebtedness comprising a senior
secured reserve-based revolving credit facility and a senior
secured second out term loan and (ii) new common equity interests
issued in exchange for certain funded debt claims, subject to
dilution by new common equity interests granted under a new
management incentive plan.
Additional information and court filings on the transaction
consummated in connection with the Company’s emergence from the
Chapter 11 process are available at
https://cases.primeclerk.com/sundanceenergy.
Sundance was represented in this matter by Latham & Watkins LLP,
Hunton Andrews Kurth LLP, Miller Buckfire & Co., LLC, and FTI
Consulting Inc.
About Sundance Energy
Sundance Energy Inc. -- http://www.sundanceenergy.net/-- is an
independent energy exploration and production company located in
Denver, Colorado. The Company is focused on the acquisition and
development of large, repeatable oil and natural gas resource plays
in North America. Current activities are focused in the Eagle
Ford.
On March 9, 2021, Sundance Energy, Inc. and 3 affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
21-30882). The Honorable David R. Jones is the case judge.
The Debtors tapped Latham & Watkins LLP and Hunton Andrews Kurth
LLP as counsel and Miller Buckfire & Co., LLC as investment banker;
and FTI Consulting Inc. as financial advisor. Prime Clerk LLC is
the claims agent.
Haynes & Boone LLP, and Opportune LLP advise Toronto Dominion
(Texas) LLC, which currently serves as successor administrative
agent under the Prepetition RBL Facility.
K&L Gates LLP, is counsel to ABN AMRO Capital USA, LLC. Luskin,
Stern & Eisler LLP, is counsel to Credit Agricole Corporate and
Investment Bank.
Morgan Stanley Capital Administrators, Inc., is advised by Simpson
Thacher & Bartlett LLP, Locke Lord LLP, and Houlihan Lokey Capital,
Inc.
TANGO DELTA: Trustee Proposes Liquidating Plan
----------------------------------------------
Jeffrey W. Warren, as the duly-appointed Chapter 11 trustee for
Tango Delta Financial, Inc., has filed a Plan and a Disclosure
Statement for the Debtor.
The Plan provides for the liquidation of the Debtor's assets after
the Effective Date and in accordance with the Plan and Confirmation
Order and the Mediated Settlement Agreement dated February 29, 2021
(the "Settlement Agreement") by and between the Chapter 11 Trustee
and The Duoos 2004 Trust, Christine Duoos, Deborah Duoos, Tim Duoos
("Mr. Duoos"), Tyler Duoos, TRD Consulting Services, LLC ("TRD"),
Garden Group, LLC and Garden Ad Agency, Inc. (collectively, the
"Duoos Parties"), as approved by the Settlement Approval Order to
be entered by the Bankruptcy Court.
The Settlement Agreement fully resolves certain liens and claims
against the Debtor and includes a sale of the Debtor's loan
portfolio, free and clear of liens, to an entity designated by Mr.
Duoos which provides the necessary cash to make a substantial
distribution to creditors on the Effective Date of the Plan, with
the exception of the disputed unsecured claims of John Patrick
Lowe, Chapter 7 for the Bankruptcy Estate of Dickinson of San
Antonio, Inc. ("Trustee Lowe"). Any remaining balance of the
Allowed general unsecured claims and the Allowed unsecured claims
of Trustee Lowe, if any, will be satisfied from any recoveries made
by the Tango Delta Liquidating Trust to be established pursuant to
the Plan for the purposes of liquidating the remaining assets of
the Debtor's estate, including all Causes of Action.
Counsel to Jeffrey W. Warren, as Chapter 11 Trustee for Tango Delta
Financial:
Adam Lawton Alpert
Bush Ross, P.A
1801 North Highland Avenue
Tampa, Florida 33602
Telephone: (813) 224-9255
Facsimile: (813) 223-9620
E-mail: aalpert@bushross.com
A copy of the Disclosure Statement is available at
https://bit.ly/2QNNE24 from PacerMonitor.com.
About Tango Delta Financial
Tango Delta Financial Inc., formerly doing business as American
Student Financial Group Inc. (ASFG), is a Sarasota, Fla.-based
company that buys student loans for investment purposes.
On May 11, 2020, Tango Delta sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03672). Tango
Delta President Timothy R. Duoos signed the petition. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range.
Judge Catherine Peek McEwen oversees the case.
The debtor is represented by Cole & Cole Law, P.A. Jeffrey W.
Warren was appointed as Debtor's Chapter 11 trustee. The trustee
is represented by Bush Ross, P.A.
TESTER DRILLING: Court OKs Deal on Cash Collateral Use
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska has approved
the stipulation filed by Tester Drilling Services, Inc. and
Northrim Bank authorizing the Debtor's continued use of cash
collateral in which Northrim has an interest.
The Debtor is authorized to use cash collateral through the
conclusion of the hearing on confirmation of the Debtor's First
Amended Plan of Reorganization, which hearing is now scheduled for
April 28, 2021 at 2:00 p.m. Such use will be on the terms and
conditions of this Court’s First Amended Order Continuing Interim
Use of Cash Collateral dated March 2, 2021.
A copy of the order is available for free at https://bit.ly/2PhRrEw
from PacerMonitor.com.
About Tester Drilling Services, Inc.
Tester Drilling Services, Inc., an Anchorage, Alaska-based
construction company, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Alaska Case No. 20-00282) on Dec. 5,
2020. Peter B. Tester, authorized representative, signed the
petition. In its petition, the Debtor was estimated to have $1
million to $10 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
David H. Bundy, P.C. and Holmes Weddle & Barcott, P.C. serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
TEXAZ SOUTH: Unsecured Creditors to Recover 72% Over 36 Months
--------------------------------------------------------------
Texaz South Plaza, LLC d/b/a Stock Hill, filed with the U.S.
Bankruptcy Court for the District of Kansas a Combined Plan and
Disclosure Statement dated April 22, 2021.
The Debtor is a Limited Liability Company. It was started, along
with other restaurant concepts, by founder and CEO, Alan L. Gaylin,
a veteran in the restaurant industry. In November 2019, Urban
Table, Cherry Hall, Bread & Butter Concepts, Gram & Dun and Stock
Hill filed Chapter 11 Bankruptcy Petitions. The cases were
administratively consolidated.
In February 2021, the Bankruptcy Court entered an Order severing
Stock Hill from the jointly administered cases. Stock Hill
continues to operate its business and is the Plan Proponent in the
case.
The Debtors' Chapter 11 bankruptcy petitions were filed to preserve
the value of the restaurants, provide for payment of various
obligations pertaining to the restaurants, and to attempt to
renegotiate the lease obligations.
Debtor's secured creditors are Core Bank and Commercial Capital
Corporation. Core Bank's total claim is approximately $1,313,943.
Of this amount, $27,844 is secured by the Debtor's depository
account. The remaining balance of Core Bank's claim is a general
unsecured claim. In addition, the Debtor has a separate equipment
loan with Commercial Capital in the aggregate principal amount of
approximately $282,311. Of this amount, $98,800 is secured by the
assets of the restaurant directly. The remaining balance is a
general unsecured claim.
Debtor's priority claimants include claims by the Missouri
Department of Revenue for sales tax, Kansas City Missouri Sales
Tax, and Kansas Department of Revenue Sales Tax.
Class 4 consists of Convenience Claims. Each holder of an Allowed
Convenience Claim shall be paid 100% of its Allowed Class 4 Claim
on or promptly after the Effective Date or the date such
Convenience Claim is Allowed.
Class 5 consists of General Unsecured Claims in the total amount of
$1,511,835 less Convenience Class 4 Claims. The Debtor will make a
pro-rata distribution of approximately 72% in equal monthly
payments of $30,237 for 36 months. Class 5 is impaired under the
Plan.
Class 6 consists of Equity Interest Holders. Members will retain
their ownership interests in the Debtor but will otherwise not
receive a distribution under the Chapter 11 plan and forego and
waive all their claims against the Debtor.
Payments and distributions under the Plan will be funded by ongoing
business operations which are sufficient to fund the Plan.
Additionally, Debtor intends to apply for all available Covid or
Government Relief Programs and understands that it will be eligible
for some or all the programs upon confirmation of its plan of
reorganization.
The hearing at which the Court will consider confirmation of the
Plan and determination of the adequacy of disclosures set forth in
the Plan will take place on May 10, 2021 at 1:30 PM in the U.S.
Bankruptcy Court, 500 State Avenue, Room 144, Kansas City, Kansas
66101.
May 6, 2021, is the deadline for voting to accept or reject the
Plan.
A full-text copy of the Combined Plan and Disclosure Statement
dated April 22, 2021, is available at https://bit.ly/3sOd9xH from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
SANDBERG PHOENIX & von GONTARD P.C
Sharon L. Stolte #14302
Larry A. Pittman
4600 Madison Avenue, Suite 1000
Kansas City, MO 64112
Tel: (816) 627-5543
Fax: (816) 627-5532
E-mail: sstolte@sandbergphoenix.com
lpittman@sandbergphoenix.com
About Texaz South
Texaz South Plaza, LLC, d/b/a Stock Hill, is a Limited Liability
Company. It was started, along with other restaurant concepts, by
founder and CEO, Alan L. Gaylin, a veteran in the restaurant
industry. Stock Hill, a Kansas City Steakhouse, was opened in 2016
just south of the Country Club Plaza, Kansas City, Missouri.
Bread & Butter Concepts, LLC -- http://breadnbutterconcepts.com/--
was founded in 2011 and owns and operates multiple upscale
restaurants in the Kansas City metropolitan area.
Bread & Butter Concepts and its affiliates Texaz Crossroads LLC,
Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC, and Texaz
Plaza Restaurant LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-22400) on Nov. 9,
2019. At the time of the filing, Bread & Butter disclosed
$4,121,754 in assets and $5,079,795 in liabilities. The cases have
been assigned to Judge Dale L. Somers. Sandberg Phoenix & von
Gontard P.C. is the Debtor's legal counsel.
TIMBERLINE FOUR: Canaan Valley Proposes Reorganization Plan
-----------------------------------------------------------
A Revised Plan of Reorganization for Timberline Four Seasons
Utilities, Inc., has been proposed by Canaan Valley Public Service
District, an entity appointed as the Receiver for Timberline Four
Seasons Utilities, Inc.
The Plan of Reorganization here proposes absorption of the assets
of the Debtor which constitute the Water and Sewer Systems, by the
Canaan Valley Public Service District, and also provides for
absorption of the "ordinary debts of the Debtor entity associated
with the operation of the Water and Sewer Systems" and the Plan
proposes to classify expenses incurred during the receivership for
professionals employed by CVPSD as such "ordinary debts."
The Plan proposes to recognize the Canaan Valley Public Service
District as the Equitable Owner of the assets of the Debtor to the
Water and Sewage Systems, and the related personal property
associated therewith.
The Plan will treat claims as follows:
* Class A Unsecured claims shall be satisfied by transfer of the
rights held by Timberline Four Seasons Utilities, Inc., to make
direct claims, and any other viable claims against former
management, and/or any other responsible party, for breach of
fiduciary duty and otherwise in failing to pay said taxes and
related claims to the taxing authorities of CVPSD for non-payment
of treatment costs.
* Class B claims shall be satisfied by transfer of the rights
held by Timberline Four Seasons Utilities, Inc., to make direct
claims, and any other viable claims against former management,
and/or any other responsible party, for breach of fiduciary duty
and otherwise in failing to pay for treatment costs incurred by
Canaan Valley Public Service District.
* For convenience, Unsecured Class C claims consist of claims of
several apparent lenders. Upon information and belief, no such
loans were authorized by the West Virginia Public Service
Commission. Such claims are believed to be void per W.Va. Code §
24-2-12.
* Equity interests are held by Fred Herz, Rose Marie Herz, and
Frederick A. Reichle. There is no money to pay such claims.
The Water Systems, and the Sewage Treatment Systems of the Debtor,
including property dedicated to use as a utility, but not formally
assigned to the Debtor, and also including the personal property in
use for that purpose; such as, all customers, all receivables from
customers, all other personal property, including cash, will be
absorbed by the Canaan Valley Public Service District upon
confirmation.
Counsel for the Debtor:
Martin P. sheehan
SHEEHAN & ASSOCIATES, PLLC
1 Community St.
Suite 200
Wheeling WV 26003
Tel: (304) 232-1064
Fax: (304) 232-1066
E-mail: SheehanBankruptcy@WVDSL.net
SheehanParalegal@WVDSL.net
A copy of the Revised Plan of Reorganization is available at
https://bit.ly/2Pf46YK from PacerMonitor.com.
About Timberline Four Seasons Utilities
Timberline Four Seasons Utilities, Inc. sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va.
Case No. 21-00125) on March 11, 2021, listing under $1 million in
both assets and liabilities. Martin P. Sheehan, Esq., at Sheehan &
Associates, PLLC, represents the Debtor.
UNITED PF: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed United PF Holdings, LLC's
ratings including its Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating, B3 for its first lien bank credit
facilities (revolver and term loans), and Caa3 for its second lien
term loan. The outlook is revised to stable from negative.
The outlook revision to stable from negative reflects Moody's
expectation that operating performance including membership trends
will continue to recover in 2021 as a higher share of the public
receives vaccinations and the coronavirus pandemic subsides. At
year end 2020, the total active dues paying member count is
trending at about 90% of pre-Covid level, which shows the
resiliency of Planet Fitness' high-value low-price point concept
during the pandemic once facilities reopened. United PF's lease
adjusted debt-to-EBITDA leverage was about 13x for the fiscal year
ended December 30, 2020 and Moody's expects leverage will decline
below 10x by year end 2021 and below 8.0x by year end 2022. The
outlook revision also reflects Moody's expectation that United PF
will maintain adequate liquidity over the next year with an
approximate $112 million cash balance at calendar year end 2020 and
access to an undrawn $40 million revolver due 2024 ($38 million net
of letters of credit). United PF boosted its liquidity with an
additional first lien add-on of $100 million in the summer of 2020.
This liquidity will be more than sufficient to fund the negative
free cash flow due to planned capex for new club openings in FY21
as well as required debt service in 2021. Moody's expects the
company will end FY21 with about $50 million of cash and an undrawn
revolver.
Moody's took the following rating actions:
Issuer: United PF Holdings, LLC
Corporate Family Rating, affirmed Caa1
Probability of Default Rating, affirmed Caa1-PD
Existing Senior Secured First Lien Revolving Credit Facility,
affirmed B3 (LGD3)
Existing Senior Secured First Lien Term Loan, affirmed B3 (LGD3)
Existing second lien term loan, affirmed Caa3 (LGD6)
Outlook Actions:
Issuer: United PF Holdings, LLC
Outlook, revised to Stable from Negative
RATINGS RATIONALE
United PF's Caa1 CFR broadly reflects its very high leverage with
Moody's lease adjusted debt/EBITDA at about 13x for the trailing
twelve months ended December 31, 2020 due to the earnings hit from
facility closures during the coronavirus pandemic. Moody's expects
debt-to-EBITDA leverage will decline below 10x by year end 2021 and
below 8.0x by year end 2022 based on an anticipated earnings
recovery. The rating is also constrained by the company's small
scale in terms of revenue as well as the high business risk of the
fragmented and competitive fitness club industry given its low
barriers to entry, exposure to cyclical shifts in discretionary
consumer spending, and high attrition rates. In addition, the
rating reflects the event and financial policy risk due to private
equity ownership. However, the ratings are supported by the
company's franchise relationship with Planet Fitness, the US's
largest and fastest growing fitness club chain that has a
well-recognized national brand name. United PF is the largest
franchise operator within the Planet Fitness system. The rating
also benefits from longer term favorable demographic trends such as
the increased focus on health and fitness. Given the company is a
budget operator, Moody's believe its business would fare better
during a recession given its low price point as well as people
trading down from more expensive gyms.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
United PF from the current weak US economic activity and a gradual
recovery for the coming months. Although an economic recovery is
underway, it is tenuous and its continuation will be closely tied
to containment of the virus. As a result, the degree of uncertainty
around Moody's forecasts is unusually high. Moody's regard the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Specifically, the weaknesses in United PF's credit profile,
including its exposure to discretionary consumer spending have left
it vulnerable to shifts in market sentiment in these unprecedented
operating conditions and the company remains vulnerable to the
ongoing coronavirus pandemic and social distancing measures.
Moody's expect the coronavirus concern for fitness clubs will
gradually ease over the course of the next year once a growing
share of the public has been vaccinated.
Governance concerns reflect aggressive financial policies and
limited financial disclosures expected under private equity
ownership.
Fitness clubs have sensitive customer data including information
related to health, workout schedules, and credit cards. Protecting
data security is thus important to attracting and retaining
customers and increases operating costs. Rising labor costs are an
issue. Demographic and societal trends toward health and wellness
are positive social factors supporting demand growth, but growing
competition from technology-oriented workouts is likely to weaken
membership for facilities-based fitness providers unless they
invest to broaden their service offerings. Moody's views
environmental risks as low, but the company must meet environmental
regulations when locating and constructing new clubs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that United PF will have
adequate liquidity including an approximate $112 million cash
balance at year end 2020, access to an undrawn $40 million revolver
and no meaningful maturities until the revolver expires in 2024.
The existing liquidity should help fund the negative free cash flow
expected for FY21 due to planned growth capex and Moody's expects
the company will end 2021 with about $50 million of cash.
Ratings could be upgraded should operating performance, credit
metrics and liquidity improve. Specifically, renewed membership and
EBITDA growth, positive free cash flow before growth investments,
Moody's adjusted debt-to-EBITDA sustained below 7.0x along with
good liquidity would be necessary for an upgrade.
The ratings could be downgraded if there is renewed deterioration
of membership levels, operating performance, credit metrics or
liquidity. Furthermore, ratings could be downgraded should the
prospect of a distressed exchange or other default increases, or if
recovery prospects weaken.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Austin, TX, United PF is the US's largest Planet
Fitness franchisee. As of December 31, 2020, United PF owns and
operates 169 Planet Fitness clubs serving about 1.0 million members
in 14 different states. FY2020 actual revenue was about $186
million. The company is owned by American Securities LLC.
WELBILT INC: Middleby Acquisition No Impact on Moody's Caa1 CFR
---------------------------------------------------------------
Moody's Investors Service said that Welbilt, Inc.'s ratings,
including the Caa1 corporate family rating and Caa3 senior
unsecured notes, are unaffected by the April 21, 2021 announcement
of a definitive agreement under which Middleby Corporation will
acquire Welbilt, Inc., in an all-stock transaction with an implied
enterprise value of $4.3 billion. Welbilt's rated debt is expected
to be repaid upon close, at which time Moody's will withdraw all
debt ratings.
Welbilt, Inc., based in New Port Richey, Florida, is a global
manufacturer and designer of commercial foodservice equipment,
including refrigeration, ice-making, cooking, and beverage
dispensing products for use in commercial food preparation
applications. Revenues approximated $1.2 billion for the last
twelve months ended Dec. 31, 2020.
WENDY'S COMPANY: Moody's Affirms B3 CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Wendy's Company's B3 corporate
family rating, B3-PD probability of default rating and Caa2 senior
unsecured notes rating. The outlook was changed to stable from
negative.
"The affirmation and change in outlook to stable reflects the
steady improvement in Wendy's operating performance that has
resulted in earnings and cash flow growth despite continued
government restrictions imposed as a result of the COVID-19
pandemic." stated Bill Fahy, Moody's Senior Credit Officer. Given
the improved performance Wendy's debt to EBITDA declined from about
8.1 times for the LTM period ending June 2020 to around 7.0 times
for the LTM period December 2020. "The ratings and outlook also
anticipate that operating performance will continue to improve due
in part to same store sales lapping pandemic lows and consumers
increasing their spend on food-away from home as government
restrictions continue to lessen." Fahy added.
Affirmations:
Issuer: Wendy's Company
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Issuer: Wendy's International, LLC
Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD6)
Outlook Actions:
Issuer: Wendy's Company
Outlook, Changed To Stable From Negative
Issuer: Wendy's International, LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Wendy's credit profile is constrained by its high leverage with
debt to EBITDA of around 7.0. The ratings further consider the very
competitive and highly promotional quick-service restaurant segment
of the restaurant industry, with increasing labor and commodity
costs. The company benefits from its strong brand awareness,
meaningful scale and good liquidity.
The stable outlook reflects Moody's view that same store sales will
continue to improve and help drive higher earnings that Moody's
expects will result in lower leverage while maintaining good
interest coverage and good liquidity despite ongoing government
restrictions imposed as a result of the pandemic.
The coronavirus pandemic continues to impact the restaurant
industry given the ongoing government restrictions in place.
Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.
Wendy's board of directors is a good mix of industry and industry
related experience, as well as directors with large company
experience and varied periods of board tenure. Wendy's board has 11
members, 8 of which are independent.
Restaurants by their nature and relationship with sourcing food and
packaging, as well as an extensive labor force and constant
consumer interaction are deeply entwined with sustainability,
social and environmental concerns. While these factors may not
directly impact the credit, they should positively impact brand
image and result in a more positive view of the brands overall.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade would include debt to
EBITDA of around 5.5x, EBIT to interest expense of over 1.75x and
good liquidity.
Factors that could result in a downgrade include a sustained
deterioration in operating performance or earnings, with EBIT to
interest of below 1.25x or debt to EBITDA above 7.0x on a sustained
basis. The ratings could also be downgraded if liquidity were to
deteriorate for any reason.
The Wendy's Company, through its wholly owned subsidiary Wendy's
International, LLC, owns, operates and franchises approximately
6,828 quick-service hamburger restaurants, of which 361 were
operated by the company and the rest franchised. Annual revenues
are approximately $1.4 billion, although systemwide sales are about
$11.3 billion.
The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ACCELERATE DIAGN AXDX US 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 GR 93.4 (62.8) 75.0
ACCELERATE DIAGN AXDX* MM 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 TH 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 QT 93.4 (62.8) 75.0
ADAMAS PHARMACEU ADMS US 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 GR 120.0 (50.0) 76.9
ADAMAS PHARMACEU ADMSEUR EU 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 TH 120.0 (50.0) 76.9
AEMETIS INC DW51 GR 125.1 (184.7) (93.6)
AEMETIS INC AMTX US 125.1 (184.7) (93.6)
AEMETIS INC AMTXGEUR EU 125.1 (184.7) (93.6)
AEMETIS INC DW51 GZ 125.1 (184.7) (93.6)
AEMETIS INC DW51 TH 125.1 (184.7) (93.6)
AGENUS INC AGEN US 214.5 (184.6) (16.1)
AGILITI INC AGTI US 745.0 (67.7) 17.3
AGRIFY CORP AGFY US - - -
ALPHA CAPITAL -A ASPC US 0.2 (0.0) (0.2)
ALPHA CAPITAL AC ASPCU US 0.2 (0.0) (0.2)
ALPINE 4 HOLDING ALPP US 40.7 (8.8) (6.2)
ALTICE USA INC-A 15PA GR 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA TH 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUSEUR EU 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GZ 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUS* MM 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUS US 33,376.7 (1,177.4) (2,121.5)
AMC ENTERTAINMEN AMC US 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 GR 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AMC4EUR EU 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AMC* MM 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 TH 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 QT 10,276.4 (2,858.2) (1,091.5)
AMC ENTERTAINMEN AH9 GZ 10,276.4 (2,858.2) (1,091.5)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE AAL* MM 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE A1G GR 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE AAL US 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE A1G TH 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE AAL TE 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE A1G SW 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE A1G GZ 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE AAL11EUR EU 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE AAL AV 68,649.0 (7,945.0) 756.0
AMERICAN AIRLINE A1G QT 68,649.0 (7,945.0) 756.0
AMERICAN RESOURC AREC US 38.4 (20.0) (12.0)
AMERISOURCEB-BDR A1MB34 BZ 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG TH 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC US 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GR 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC2EUR EU 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG QT 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GZ 45,846.8 (511.5) (344.2)
AMYRIS INC AMRS US 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GR 222.8 (167.0) (16.5)
AMYRIS INC 3A01 TH 222.8 (167.0) (16.5)
AMYRIS INC 3A01 SW 222.8 (167.0) (16.5)
AMYRIS INC 3A01 QT 222.8 (167.0) (16.5)
AMYRIS INC AMRSEUR EU 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GZ 222.8 (167.0) (16.5)
APA CORP APA US 12,746.0 (37.0) 538.0
APA CORP APA* MM 12,746.0 (37.0) 538.0
APA CORP 2S3 GR 12,746.0 (37.0) 538.0
APA CORP APA11EUR EU 12,746.0 (37.0) 538.0
APA CORP 2S3 TH 12,746.0 (37.0) 538.0
APA CORP 2S3 GZ 12,746.0 (37.0) 538.0
APA CORP - BDR A1PA34 BZ 12,746.0 (37.0) 538.0
APPLOVIN CO-CL A APP US 2,154.6 (158.2) 64.9
APPLOVIN CO-CL A 6RV GZ 2,154.6 (158.2) 64.9
APPLOVIN CO-CL A 6RV GR 2,154.6 (158.2) 64.9
APPLOVIN CO-CL A APP2EUR EU 2,154.6 (158.2) 64.9
APPLOVIN CO-CL A 6RV TH 2,154.6 (158.2) 64.9
APPLOVIN CO-CL A 6RV QT 2,154.6 (158.2) 64.9
ARCHIMEDES TECH ATSPU US - - -
ARCHIMEDES- SUB ATSPT US - - -
ARRAY TECHNOLOGI ARRY US 656.0 (80.9) 86.1
ARYA SCIENCES-A ARYD US 0.0 (0.0) (0.1)
ASANA INC- CL A ASAN US 731.1 (12.8) 282.3
AUSTERLITZ ACQ-A AUS US 0.2 (0.0) (0.2)
AUSTERLITZ ACQUI AUS/U US 0.2 (0.0) (0.2)
AUTOZONE INC AZ5 GR 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 TH 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO US 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 GZ 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO AV 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 TE 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZO* MM 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZOEUR EU 14,160.0 (1,523.6) (477.4)
AUTOZONE INC AZ5 QT 14,160.0 (1,523.6) (477.4)
AUTOZONE INC-BDR AZOI34 BZ 14,160.0 (1,523.6) (477.4)
AVID TECHNOLOGY AVID US 305.1 (132.9) 25.7
AVID TECHNOLOGY AVD GR 305.1 (132.9) 25.7
AVIS BUD-CEDEAR CAR AR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR US 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA SW 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA TH 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR* MM 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA QT 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR2EUR EU 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GZ 17,538.0 (155.0) (258.0)
BABCOCK & WILCOX BWEUR EU 591.8 (338.3) 118.0
BABCOCK & WILCOX UBW1 GR 591.8 (338.3) 118.0
BABCOCK & WILCOX BW US 591.8 (338.3) 118.0
BANXA HOLDINGS I BNXA CN 0.1 (0.1) (0.1)
BANXA HOLDINGS I BNXAF US 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 GR 0.1 (0.1) (0.1)
BANXA HOLDINGS I BNXAEUR EU 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 TH 0.1 (0.1) (0.1)
BANXA HOLDINGS I AC00 QT 0.1 (0.1) (0.1)
BELLRING BRAND-A BRBR US 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 TH 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GR 680.8 (130.1) 186.3
BELLRING BRAND-A BRBR1EUR EU 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GZ 680.8 (130.1) 186.3
BIOCRYST PHARM BO1 TH 334.7 (19.3) 218.1
BIOCRYST PHARM BCRX US 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 GR 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 SW 334.7 (19.3) 218.1
BIOCRYST PHARM BO1 QT 334.7 (19.3) 218.1
BIOCRYST PHARM BCRXEUR EU 334.7 (19.3) 218.1
BIOCRYST PHARM BCRX* MM 334.7 (19.3) 218.1
BIOHAVEN PHARMAC 2VN TH 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVN US 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVNEUR EU 687.0 (332.2) 326.6
BIOHAVEN PHARMAC 2VN GR 687.0 (332.2) 326.6
BIONOVATE TECHNO BIIO US - (0.5) (0.5)
BLACK IRON INC BKIN MM 1.8 (5.7) 1.1
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLUE BIRD CORP BLBD US 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GR 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GZ 307.8 (54.2) (2.9)
BLUE BIRD CORP BLBDEUR EU 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB TH 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB QT 307.8 (54.2) (2.9)
BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BACL CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0
BOMBARDIER INC-B BBDBN MM 23,090.0 (6,657.0) (181.0)
BONE BIOLOGICS C BBLG US - (13.7) (13.7)
BRIDGEMARQ REAL BRE CN 89.0 (48.4) 8.9
BRINKER INTL EAT US 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5)
BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5)
BROOKFIELD INF-A BIPC US 11,930.4 (730.3) (2,775.8)
BROOKFIELD INF-A BIPC CN 11,930.4 (730.3) (2,775.8)
BRP INC/CA-SUB V B15A GR 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V DOOO US 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V DOO CN 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V B15A GZ 4,885.9 (474.9) 669.8
BRP INC/CA-SUB V DOOEUR EU 4,885.9 (474.9) 669.8
CADIZ INC CDZI US 74.4 (25.3) 4.9
CADIZ INC 2ZC GR 74.4 (25.3) 4.9
CADIZ INC CDZIEUR EU 74.4 (25.3) 4.9
CALUMET SPECIALT CLMT US 1,808.3 (128.6) (9.6)
CAMPING WORLD-A CWH US 3,256.4 (9.2) 458.7
CAMPING WORLD-A CWHEUR EU 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 GR 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 TH 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 QT 3,256.4 (9.2) 458.7
CAP SENIOR LIVIN CSU2EUR EU 702.8 (279.3) (329.7)
CDK GLOBAL INC C2G SW 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK US 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G QT 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK* MM 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G TH 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDKEUR EU 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G GR 2,935.4 (425.2) 392.1
CEDAR FAIR LP FUN US 2,693.4 (666.4) 254.5
CENGAGE LEARNING CNGO US 2,704.3 (177.2) 167.1
CENTRUS ENERGY-A 4CU GR 486.3 (320.6) 40.0
CENTRUS ENERGY-A 4CU TH 486.3 (320.6) 40.0
CENTRUS ENERGY-A LEU US 486.3 (320.6) 40.0
CENTRUS ENERGY-A LEUEUR EU 486.3 (320.6) 40.0
CEREVEL THERAPEU CERE US 150.5 142.6 (1.7)
CHARGEPOINT HOLD CHPT US 290.1 (0.8) 108.5
CHESAPEAKE ENERG CHK US 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CS1 GR 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CHK1EUR EU 6,584.0 (5,341.0) (1,986.0)
CHEWY INC- CL A CHWY US 1,740.9 (2.0) (154.1)
CHEWY INC- CL A CHWY* MM 1,740.9 (2.0) (154.1)
CHOICE HOTELS CZH GR 1,587.3 (5.8) 177.1
CHOICE HOTELS CHH US 1,587.3 (5.8) 177.1
CINCINNATI BELL CBB US 2,603.2 (189.6) (87.2)
CINCINNATI BELL CIB1 GR 2,603.2 (189.6) (87.2)
CINCINNATI BELL CBBEUR EU 2,603.2 (189.6) (87.2)
CLOVIS ONCOLOGY C6O GR 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVS US 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O QT 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O TH 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVSEUR EU 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O GZ 605.6 (158.7) 125.9
COGENT COMMUNICA CCOI US 1,000.5 (293.2) 361.9
COGENT COMMUNICA OGM1 GR 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOIEUR EU 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOI* MM 1,000.5 (293.2) 361.9
COMMUNITY HEALTH CG5 GR 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CYH US 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 QT 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CYH1EUR EU 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 TH 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 GZ 16,006.0 (1,054.0) 1,695.0
CPI CARD GROUP I PMTS US 266.2 (138.0) 95.6
CPI CARD GROUP I PMTS CN 266.2 (138.0) 95.6
CUSTOM TRUCK ONE CTOS US 768.4 (31.1) 31.9
CYTODYN INC CYDY US 113.7 (15.8) (18.0)
D AND Z MEDIA AC DNZ/U US 0.2 (0.0) (0.2)
D AND Z MEDIA-A DNZ US 0.2 (0.0) (0.2)
DELEK LOGISTICS DKL US 956.4 (108.3) 1.0
DENNY'S CORP DENN US 430.9 (130.4) (28.5)
DENNY'S CORP DE8 TH 430.9 (130.4) (28.5)
DENNY'S CORP DENNEUR EU 430.9 (130.4) (28.5)
DENNY'S CORP DE8 GR 430.9 (130.4) (28.5)
DIEBOLD NIXDORF DBD SW 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GR 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD US 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBDEUR EU 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD TH 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD QT 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GZ 3,657.4 (831.7) 207.8
DIGITAL MEDIA-A DMS US 202.4 (73.6) 19.9
DIGITAL TRANSFOR DTOCU US 0.0 (0.0) (0.0)
DINE BRANDS GLOB IHP TH 2,074.9 (354.7) 237.9
DINE BRANDS GLOB DIN US 2,074.9 (354.7) 237.9
DINE BRANDS GLOB IHP GR 2,074.9 (354.7) 237.9
DINE BRANDS GLOB IHP GZ 2,074.9 (354.7) 237.9
DOMINO'S PIZZA EZV TH 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV SW 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV GR 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ US 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZEUR EU 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV GZ 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ AV 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ* MM 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV QT 1,567.2 (3,300.4) 398.6
DOMO INC- CL B DOMO US 216.4 (83.5) (20.7)
DOMO INC- CL B 1ON GR 216.4 (83.5) (20.7)
DOMO INC- CL B 1ON GZ 216.4 (83.5) (20.7)
DOMO INC- CL B DOMOEUR EU 216.4 (83.5) (20.7)
DOMO INC- CL B 1ON TH 216.4 (83.5) (20.7)
DRI HEALTHCARE T DHT/U CN 0.0 (0.0) -
DRI HEALTHCARE T DHT-U CN 0.0 (0.0) -
DRIVE SHACK INC DS US 449.5 (0.4) (51.4)
DYE & DURHAM LTD DND CN 1,132.0 557.0 210.5
DYE & DURHAM LTD DYNDF US 1,132.0 557.0 210.5
ESPERION THERAPE ESPR US 353.3 (96.1) 251.8
ESPERION THERAPE ESPREUR EU 353.3 (96.1) 251.8
ESPERION THERAPE 0ET TH 353.3 (96.1) 251.8
ESPERION THERAPE 0ET QT 353.3 (96.1) 251.8
ESPERION THERAPE 0ET GR 353.3 (96.1) 251.8
ESPERION THERAPE 0ET GZ 353.3 (96.1) 251.8
EVERI HOLDINGS I G2C GR 1,477.2 (7.9) 112.1
EVERI HOLDINGS I G2C TH 1,477.2 (7.9) 112.1
EVERI HOLDINGS I EVRI US 1,477.2 (7.9) 112.1
EVERI HOLDINGS I EVRIEUR EU 1,477.2 (7.9) 112.1
EVOLUS INC EOLS US 209.1 (73.0) (52.6)
EVOLUS INC EVL GR 209.1 (73.0) (52.6)
EVOLUS INC EOLSEUR EU 209.1 (73.0) (52.6)
EVOLUS INC EVL TH 209.1 (73.0) (52.6)
EVOLUS INC EVL QT 209.1 (73.0) (52.6)
EVOLUS INC EVL GZ 209.1 (73.0) (52.6)
EXTRACTION OIL & XOG US 2,025.2 (847.3) (369.4)
EXTRACTION OIL & EH40 GR 2,025.2 (847.3) (369.4)
EXTRACTION OIL & XOG1EUR EU 2,025.2 (847.3) (369.4)
FLEXION THERAPEU FLXN US 251.9 (16.7) 170.5
FLEXION THERAPEU F02 GR 251.9 (16.7) 170.5
FLEXION THERAPEU F02 TH 251.9 (16.7) 170.5
FLEXION THERAPEU F02 QT 251.9 (16.7) 170.5
FLEXION THERAPEU FLXNEUR EU 251.9 (16.7) 170.5
FORTUNE VALLEY T FVTI US 0.4 (1.0) (0.9)
FRONTDOOR IN FTDR US 1,405.0 (61.0) 223.0
FRONTDOOR IN 3I5 GR 1,405.0 (61.0) 223.0
FRONTDOOR IN FTDREUR EU 1,405.0 (61.0) 223.0
GLOBAL CLEAN ENE GCEHD US 206.1 (28.7) (5.8)
GLOBAL SYNERGY GSAQU US 0.6 (0.0) (0.5)
GLOBAL SYNERGY-A GSAQ US 0.6 (0.0) (0.5)
GODADDY INC-A GDDY US 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D TH 6,432.9 (11.8) (1,022.9)
GODADDY INC-A GDDY* MM 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D GR 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D QT 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D GZ 6,432.9 (11.8) (1,022.9)
GOGO INC GOGO US 673.6 (641.1) 74.1
GOGO INC G0G GR 673.6 (641.1) 74.1
GOGO INC G0G TH 673.6 (641.1) 74.1
GOGO INC GOGOEUR EU 673.6 (641.1) 74.1
GOGO INC G0G QT 673.6 (641.1) 74.1
GOGO INC G0G GZ 673.6 (641.1) 74.1
GOLDEN NUGGET ON GNOG US 178.7 (72.2) 60.4
GOLDEN NUGGET ON 5ZU GR 178.7 (72.2) 60.4
GOLDEN NUGGET ON LCA2EUR EU 178.7 (72.2) 60.4
GOLDEN NUGGET ON 5ZU TH 178.7 (72.2) 60.4
GOOSEHEAD INSU-A GSHD US 185.8 (38.4) 30.3
GOOSEHEAD INSU-A 2OX GR 185.8 (38.4) 30.3
GOOSEHEAD INSU-A GSHDEUR EU 185.8 (38.4) 30.3
GORES GUGGENHEIM GGPIU US - (0.0) (0.0)
GORES HOLD VII-A GSEV US - - -
GORES HOLDINGS V GSEVU US - - -
GRAFTECH INTERNA EAF US 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAFEUR EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GR 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G TH 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G QT 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GZ 1,432.7 (329.4) 431.1
GREEN PLAINS PAR GPP US 105.3 (46.5) (101.1)
GREENSKY INC-A GSKY US 1,523.1 (175.5) 841.6
GT BIOPHARMA INC OXISEUR EU 5.7 (29.4) (29.4)
GT BIOPHARMA INC OXI GR 5.7 (29.4) (29.4)
GT BIOPHARMA INC GTBP US 5.7 (29.4) (29.4)
GT BIOPHARMA INC OXI GZ 5.7 (29.4) (29.4)
H&R BLOCK - BDR H1RB34 BZ 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB US 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB GR 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB TH 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB QT 3,168.4 (534.6) 529.2
H&R BLOCK INC HRBEUR EU 3,168.4 (534.6) 529.2
H&R BLOCK INC HRB GZ 3,168.4 (534.6) 529.2
HERBALIFE NUTRIT HOO GR 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLF US 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO TH 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO GZ 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLFEUR EU 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO QT 3,076.1 (856.1) 648.5
HEWLETT-CEDEAR HPQ AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQC AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQD AR 34,737.0 (3,235.0) (7,442.0)
HILTON WORLD-BDR H1LT34 BZ 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT US 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GR 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TH 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTEUR EU 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT* MM 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTW AV 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TE 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 QT 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GZ 16,755.0 (1,486.0) 1,771.0
HORIZON GLOBAL HZN US 456.5 (23.9) 80.0
HORIZON GLOBAL 2H6 GR 456.5 (23.9) 80.0
HORIZON GLOBAL HZN1EUR EU 456.5 (23.9) 80.0
HOVNANIAN ENT-A HO3A GR 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HOV US 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HOVEUR EU 1,850.7 (416.3) 870.0
HP COMPANY-BDR HPQB34 BZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ US 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP TH 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GR 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ TE 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ* MM 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ CI 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ SW 34,737.0 (3,235.0) (7,442.0)
HP INC HPQUSD SW 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQEUR EU 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ AV 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP QT 34,737.0 (3,235.0) (7,442.0)
HYRECAR INC 8HY GR 6.3 (4.5) (4.2)
HYRECAR INC HYRE US 6.3 (4.5) (4.2)
HYRECAR INC 8HY TH 6.3 (4.5) (4.2)
HYRECAR INC 8HY QT 6.3 (4.5) (4.2)
HYRECAR INC 8HY GZ 6.3 (4.5) (4.2)
INFINITY PHARMAC INFI US 39.3 (23.0) 25.0
INFRASTRUCTURE A IEA US 729.1 (72.7) 102.8
INFRASTRUCTURE A IEAEUR EU 729.1 (72.7) 102.8
INFRASTRUCTURE A 5YF GR 729.1 (72.7) 102.8
INSEEGO CORP INO QT 227.4 (27.9) 38.4
INSEEGO CORP INO TH 227.4 (27.9) 38.4
INSEEGO CORP INSG US 227.4 (27.9) 38.4
INSEEGO CORP INO GR 227.4 (27.9) 38.4
INSEEGO CORP INSGEUR EU 227.4 (27.9) 38.4
INSEEGO CORP INO GZ 227.4 (27.9) 38.4
INSPIRED ENTERTA INSEEUR EU 324.1 (88.7) 27.1
INSPIRED ENTERTA 4U8 GR 324.1 (88.7) 27.1
INSPIRED ENTERTA INSE US 324.1 (88.7) 27.1
INTERCEPT PHARMA ICPT US 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GR 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P TH 580.5 (166.9) 366.7
INTERCEPT PHARMA ICPT* MM 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GZ 580.5 (166.9) 366.7
ITIQUIRA ACQUI-A ITQ US 0.4 (0.0) (0.3)
ITIQUIRA ACQUISI ITQRU US 0.4 (0.0) (0.3)
JACK IN THE BOX JACK US 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX GR 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX GZ 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX QT 1,913.6 (749.1) 62.7
JACK IN THE BOX JACK1EUR EU 1,913.6 (749.1) 62.7
JOSEMARIA RESOUR JOSE SS 19.7 (12.4) (24.7)
JOSEMARIA RESOUR NGQSEK EU 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSES IX 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSES EB 19.7 (12.4) (24.7)
JOSEMARIA RESOUR JOSES I2 19.7 (12.4) (24.7)
KEMPHARM INC KMPHEUR EU 11.2 (66.4) 0.8
KEMPHARM INC 1GDA GR 11.2 (66.4) 0.8
KEMPHARM INC KMPH US 11.2 (66.4) 0.8
KEMPHARM INC 1GDA TH 11.2 (66.4) 0.8
KEMPHARM INC 1GDA QT 11.2 (66.4) 0.8
KITS EYECARE LTD KITS CN 54.7 (0.6) (24.3)
KITS EYECARE LTD KTYCF US 54.7 (0.6) (24.3)
KL ACQUISI-CLS A KLAQ US 0.4 (0.0) (0.5)
KL ACQUISITION C KLAQU US 0.4 (0.0) (0.5)
L BRANDS INC LB US 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD GR 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD TH 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD SW 11,571.0 (661.0) 2,753.0
L BRANDS INC LBRA AV 11,571.0 (661.0) 2,753.0
L BRANDS INC LBEUR EU 11,571.0 (661.0) 2,753.0
L BRANDS INC LB* MM 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD QT 11,571.0 (661.0) 2,753.0
L BRANDS INC LTD GZ 11,571.0 (661.0) 2,753.0
L BRANDS INC-BDR LBRN34 BZ 11,571.0 (661.0) 2,753.0
LAREDO PETROLEUM LPI US 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM 8LP1 GR 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM LPI1EUR EU 1,442.6 (21.4) (61.0)
LDH GROWTH CORP LDHAU US - - -
LEE ENTERPRISES LEE US 867.3 (12.4) (35.7)
LEE ENTERPRISES LE70 GR 867.3 (12.4) (35.7)
LEE ENTERPRISES LEE1EUR EU 867.3 (12.4) (35.7)
LENNOX INTL INC LXI GR 2,032.5 (17.1) 386.3
LENNOX INTL INC LII US 2,032.5 (17.1) 386.3
LENNOX INTL INC LII* MM 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI TH 2,032.5 (17.1) 386.3
LENNOX INTL INC LII1EUR EU 2,032.5 (17.1) 386.3
LESLIE'S INC LESL US 747.1 (386.4) 162.8
LESLIE'S INC LE3 GR 747.1 (386.4) 162.8
LESLIE'S INC LESLEUR EU 747.1 (386.4) 162.8
LESLIE'S INC LE3 TH 747.1 (386.4) 162.8
LESLIE'S INC LE3 QT 747.1 (386.4) 162.8
LIFEMD INC LFMD US 13.1 (0.8) (1.4)
MADISON SQUARE G MSG1EUR EU 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 GR 1,292.1 (265.1) (172.7)
MADISON SQUARE G MSGS US 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 TH 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 QT 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 GZ 1,292.1 (265.1) (172.7)
MANNKIND CORP NNFN TH 108.6 (180.4) 5.8
MANNKIND CORP MNKD US 108.6 (180.4) 5.8
MANNKIND CORP NNFN GR 108.6 (180.4) 5.8
MANNKIND CORP NNFN SW 108.6 (180.4) 5.8
MANNKIND CORP NNFN QT 108.6 (180.4) 5.8
MANNKIND CORP MNKDEUR EU 108.6 (180.4) 5.8
MANNKIND CORP NNFN GZ 108.6 (180.4) 5.8
MASON INDUS-CL A MIT US 0.5 (0.1) 0.0
MASON INDUSTRIAL MIT/U US 0.5 (0.1) 0.0
MATCH GROUP -BDR M1TC34 BZ 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH US 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH1* MM 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN TH 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN QT 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GR 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTC2 AV 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN SW 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GZ 2,977.0 (1,176.0) 520.2
MCAFEE CORP - A MCFE US 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MC7 GR 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MCFEEUR EU 5,428.0 (1,800.0) (1,471.0)
MCDONALD'S CORP TCXMCD AU 52,626.8 (7,824.9) 62.0
MCDONALDS - BDR MCDC34 BZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD US 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GR 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO TH 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0
MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDCL CI 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0
MDC PARTNERS-A MDCA US 1,511.3 (381.8) (204.1)
MDC PARTNERS-A MD7A GR 1,511.3 (381.8) (204.1)
MDC PARTNERS-A MDCAEUR EU 1,511.3 (381.8) (204.1)
MEDIAALPHA INC-A MAX US - (9.9) (9.9)
MICHAELS COS INC MIK US 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GR 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM TH 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIKEUR EU 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM QT 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GZ 4,528.4 (1,197.2) 556.6
MILESTONE MEDICA MMD PW 0.9 (17.0) (17.0)
MILESTONE MEDICA MMDPLN EU 0.9 (17.0) (17.0)
MONEYGRAM INTERN MGI US 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N GR 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N TH 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN MGIEUR EU 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N QT 4,674.1 (237.0) (20.7)
MONGODB INC 526 GZ 1,407.5 (0.3) 787.3
MONGODB INC MDB US 1,407.5 (0.3) 787.3
MONGODB INC 526 GR 1,407.5 (0.3) 787.3
MONGODB INC MDBEUR EU 1,407.5 (0.3) 787.3
MONGODB INC 526 QT 1,407.5 (0.3) 787.3
MONGODB INC 526 TH 1,407.5 (0.3) 787.3
MONGODB INC MDB* MM 1,407.5 (0.3) 787.3
MONGODB INC- BDR M1DB34 BZ 1,407.5 (0.3) 787.3
MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5)
MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5)
MOTOROLA SOL-BDR M1SI34 BZ 10,876.0 (541.0) 838.0
MOTOROLA SOL-CED MSI AR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA TH 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOT TE 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI US 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GZ 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI1EUR EU 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0
MSCI INC 3HM GR 4,198.6 (443.2) 903.8
MSCI INC MSCI US 4,198.6 (443.2) 903.8
MSCI INC 3HM SW 4,198.6 (443.2) 903.8
MSCI INC 3HM GZ 4,198.6 (443.2) 903.8
MSCI INC 3HM QT 4,198.6 (443.2) 903.8
MSCI INC MSCI* MM 4,198.6 (443.2) 903.8
MSCI INC 3HM TH 4,198.6 (443.2) 903.8
MSCI INC-BDR M1SC34 BZ 4,198.6 (443.2) 903.8
MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9
MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9
MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9
N/A HYREEUR EU 6.3 (4.5) (4.2)
NATHANS FAMOUS NATH US 104.6 (63.1) 79.3
NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3
NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3
NATIONAL CINEMED NCMI US 886.2 (268.6) 149.9
NATIONAL CINEMED XWM GR 886.2 (268.6) 149.9
NATIONAL CINEMED NCMIEUR EU 886.2 (268.6) 149.9
NAVISTAR INTL IHR TH 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR GR 6,118.0 (3,825.0) 811.0
NAVISTAR INTL NAV US 6,118.0 (3,825.0) 811.0
NAVISTAR INTL NAVEUR EU 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR QT 6,118.0 (3,825.0) 811.0
NAVISTAR INTL IHR GZ 6,118.0 (3,825.0) 811.0
NEW ENG RLTY-LP NEN US 291.7 (41.5) -
NOBLE ROCK ACQ-A NRAC US 0.4 (0.0) (0.3)
NOBLE ROCK ACQUI NRACU US 0.4 (0.0) (0.3)
NORTHERN OIL AND 4LT1 GR 872.1 (223.3) (56.8)
NORTHERN OIL AND NOG US 872.1 (223.3) (56.8)
NORTHERN OIL AND NOG1EUR EU 872.1 (223.3) (56.8)
NORTHERN OIL AND 4LT1 TH 872.1 (223.3) (56.8)
NORTONLIFEL- BDR S1YM34 BZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM TH 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GR 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC TE 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK US 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK* MM 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMCEUR EU 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC AV 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM QT 6,357.0 (492.0) 27.0
NOUVEAU MONDE GR NOU CN 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NMGRD US 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NM9A GR 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NOUEUR EU 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NM9A TH 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NM9A GZ 21.2 (5.3) (0.2)
NOUVEAU MONDE GR NM9A QT 21.2 (5.3) (0.2)
NUTANIX INC - A 0NU SW 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GZ 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GR 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNXEUR EU 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU TH 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU QT 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNX US 2,311.5 (758.4) 766.2
OMEGA ALPHA SP-A OMEG US 0.4 (0.0) (0.0)
OMEROS CORP 3O8 GR 181.0 (120.8) 114.5
OMEROS CORP OMER US 181.0 (120.8) 114.5
OMEROS CORP 3O8 QT 181.0 (120.8) 114.5
OMEROS CORP 3O8 TH 181.0 (120.8) 114.5
OMEROS CORP OMEREUR EU 181.0 (120.8) 114.5
OMEROS CORP 3O8 GZ 181.0 (120.8) 114.5
ONCOLOGY PHARMA ONPH US 0.0 (0.4) (0.4)
OPTIVA INC OPT CN 77.4 (79.4) 3.0
ORTHO CLINCICAL OCDX US 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL 41V GR 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL OCDXEUR EU 3,401.5 (1,010.8) 230.8
ORTHO CLINCICAL 41V TH 3,401.5 (1,010.8) 230.8
OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0)
PAPA JOHN'S INTL PZZA US 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 GR 872.8 (8.6) 17.5
PAPA JOHN'S INTL PZZAEUR EU 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 GZ 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 TH 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 QT 872.8 (8.6) 17.5
PARATEK PHARMACE N4CN TH 176.9 (102.3) 140.2
PARATEK PHARMACE PRTK US 176.9 (102.3) 140.2
PARATEK PHARMACE N4CN GR 176.9 (102.3) 140.2
PARATEK PHARMACE N4CN GZ 176.9 (102.3) 140.2
PARTS ID INC ID US 48.2 (12.7) (25.8)
PAVMED INC 1P5 GR 19.8 (0.5) (1.0)
PAVMED INC PAVMEUR EU 19.8 (0.5) (1.0)
PAVMED INC PAVM US 19.8 (0.5) (1.0)
PAYFARE INC PAY CN 31.8 (8.8) (10.0)
PHILIP MORRI-BDR PHMO34 BZ 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PMI SW 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PM1EUR EU 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN 4I1 GR 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PM US 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PM1CHF EU 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PM1 TE 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN 4I1 TH 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PMIZ IX 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PMIZ EB 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN 0M8V LN 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PMOR AV 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN 4I1 GZ 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PM* MM 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN 4I1 QT 39,804.0 (9,574.0) 2,695.0
PHILIP MORRIS IN PMIZ TQ 39,804.0 (9,574.0) 2,695.0
PIONEER MERGER PACXU US 0.5 (0.0) (0.5)
PIONEER MERGER-A PACX US 0.5 (0.0) (0.5)
PLANET FITNESS-A 3PL QT 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT1EUR EU 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT US 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL TH 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GR 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GZ 1,849.7 (705.7) 454.9
PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1
PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1
PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1
PONTEM CORP PNTM/U US 0.6 (0.0) (0.5)
PONTEM CORP-CL A PNTM US 0.6 (0.0) (0.5)
PPD INC PPD US 6,293.8 (711.6) 268.6
PRIORITY TECHNOL PRTHU US 417.8 (98.6) (13.0)
PRIORITY TECHNOL PRTH US 417.8 (98.6) (13.0)
PRIORITY TECHNOL PRTHEUR EU 417.8 (98.6) (13.0)
PRIORITY TECHNOL 60W GR 417.8 (98.6) (13.0)
PROGENITY INC PROG US 154.4 (107.0) 53.7
PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3
PUMA BIOTECHNOLO PBYI US 244.2 (6.0) 31.9
PUMA BIOTECHNOLO 0PB GR 244.2 (6.0) 31.9
PUMA BIOTECHNOLO 0PB TH 244.2 (6.0) 31.9
PUMA BIOTECHNOLO PBYIEUR EU 244.2 (6.0) 31.9
QUALTRICS INT-A XM US 1,389.5 (99.4) 208.1
QUALTRICS INT-A 5DX0 QT 1,389.5 (99.4) 208.1
QUALTRICS INT-A 5DX0 GR 1,389.5 (99.4) 208.1
QUALTRICS INT-A 5DX0 GZ 1,389.5 (99.4) 208.1
QUALTRICS INT-A XM1EUR EU 1,389.5 (99.4) 208.1
QUALTRICS INT-A 5DX0 TH 1,389.5 (99.4) 208.1
QUANTUM CORP QMCO US 185.8 (194.0) 1.6
QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6
QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6
QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6
RADIUS HEALTH IN RDUS US 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 GR 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 TH 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 QT 191.6 (123.7) 107.4
RADIUS HEALTH IN RDUSEUR EU 191.6 (123.7) 107.4
REVLON INC-A RVL1 GR 2,527.7 (1,862.0) 202.2
REVLON INC-A REV US 2,527.7 (1,862.0) 202.2
REVLON INC-A REV* MM 2,527.7 (1,862.0) 202.2
REVLON INC-A RVL1 TH 2,527.7 (1,862.0) 202.2
REVLON INC-A REVEUR EU 2,527.7 (1,862.0) 202.2
RIMINI STREET IN RMNI US 279.9 (63.1) (62.1)
RR DONNELLEY & S DLLN TH 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRDEUR EU 3,130.9 (243.8) 466.4
RR DONNELLEY & S DLLN GR 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRD US 3,130.9 (243.8) 466.4
RUSH STREET INTE RSI US 308.6 (97.2) (106.5)
SBA COMM CORP 4SB TH 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC US 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB GR 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB GZ 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC* MM 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB QT 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBACEUR EU 9,158.0 (4,809.2) (141.8)
SCIENTIFIC GAMES TJW GZ 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES SGMS US 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW GR 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW TH 7,984.0 (2,524.0) 1,348.0
SEAWORLD ENTERTA SEAS US 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA W2L GR 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA W2L TH 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA SEASEUR EU 2,566.4 (105.8) 190.3
SECOND SIGHT MED EYES US 4.5 (0.7) (0.9)
SECOND SIGHT MED 24PA GR 4.5 (0.7) (0.9)
SECOND SIGHT MED EYESEUR EU 4.5 (0.7) (0.9)
SELECTA BIOSCIEN SELBEUR EU 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 GR 165.4 (18.0) 69.8
SELECTA BIOSCIEN SELB US 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 TH 165.4 (18.0) 69.8
SELECTA BIOSCIEN 1S7 GZ 165.4 (18.0) 69.8
SHELL MIDSTREAM SHLX US 2,347.0 (458.0) 312.0
SHOALS TECHNOL-A SHLS US 195.3 (184.1) 32.0
SIENTRA INC SIEN3EUR EU 169.0 (0.6) 58.6
SIENTRA INC SIEN US 169.0 (0.6) 58.6
SIENTRA INC S0Z GR 169.0 (0.6) 58.6
SINCLAIR BROAD-A SBGI US 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA GR 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA GZ 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBGIEUR EU 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA TH 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA QT 13,382.0 (995.0) 2,183.0
SINO UNITED WORL SUIC US 0.3 (0.1) (0.2)
SIRIUS XM HO-BDR SRXM34 BZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GR 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO TH 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI US 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI AV 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO QT 10,333.0 (2,285.0) (2,200.0)
SIX FLAGS ENTERT 6FE GR 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIXEUR EU 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIX US 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE QT 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE TH 2,772.7 (635.2) (145.7)
SLEEP NUMBER COR SNBR US 822.2 (332.6) (585.9)
SLEEP NUMBER COR SL2 GR 822.2 (332.6) (585.9)
SLEEP NUMBER COR SNBREUR EU 822.2 (332.6) (585.9)
SLEEP NUMBER COR SL2 TH 822.2 (332.6) (585.9)
SQL TECHNOLOGIES SQFL US 7.0 (22.9) (19.6)
STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP TCXSBU AU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6
STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6
STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6
SUBVERSIVE ACQUI SVX/U CN 226.1 (1.5) 223.9
SUBVERSIVE ACQUI SBVRF US 226.1 (1.5) 223.9
SVF INVESTMENT C SVFAU US 0.6 (0.1) (0.7)
SVF INVESTMENT-A SVFA US 0.6 (0.1) (0.7)
SWITCHBACK II CO SWBK/U US - - -
SWITCHBACK II-A SWBK US - - -
TAIGA MOTORS COR TAIG CN 102.3 (7.5) (109.1)
TASTEMAKER ACQ-A TMKR US 0.2 0.0 (0.1)
TASTEMAKER ACQUI TMKRU US 0.2 0.0 (0.1)
THOMA BRAVO ADVA TBA US 1.2 (0.0) (1.2)
THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1)
THUNDER BRIDGE-A TBCP US 0.1 (0.0) (0.1)
TPCO HOLDING COR GRAM/U CN 607.7 (3.3) (3.3)
TPCO HOLDING COR GRAMF US 607.7 (3.3) (3.3)
TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0
TRAVEL + LEISURE WD5A GR 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A TH 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE TNL US 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE 0M1K LI 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A QT 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WYNEUR EU 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A GZ 7,613.0 (968.0) 1,545.0
TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TG7 GZ 2,401.9 (1,069.8) 699.1
TUPPERWARE BRAND TUP US 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP GR 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP TH 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP1EUR EU 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP GZ 1,219.9 (204.7) (363.6)
TUPPERWARE BRAND TUP QT 1,219.9 (204.7) (363.6)
UBIQUITI INC 3UB GR 781.2 (181.8) 374.7
UBIQUITI INC UI US 781.2 (181.8) 374.7
UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7
UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7
UNISYS CORP UISEUR EU 2,707.9 (312.1) 570.9
UNISYS CORP UISCHF EU 2,707.9 (312.1) 570.9
UNISYS CORP USY1 TH 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GR 2,707.9 (312.1) 570.9
UNISYS CORP UIS US 2,707.9 (312.1) 570.9
UNISYS CORP UIS1 SW 2,707.9 (312.1) 570.9
UNISYS CORP USY1 QT 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GZ 2,707.9 (312.1) 570.9
UNITI GROUP INC 8XC SW 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC GR 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC TH 4,731.8 (2,072.4) -
UNITI GROUP INC UNIT US 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC GZ 4,731.8 (2,072.4) -
VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0
VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 TH 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0
VALVOLINE INC VVV US 3,156.0 (55.0) 708.0
VECTOR GROUP LTD VGR GR 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR US 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGREUR EU 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR TH 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR QT 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR GZ 1,343.4 (659.7) 380.6
VERANO HOLDINGS VRNO CN 0.0 (0.3) (0.3)
VERANO HOLDINGS VRNOF US 0.0 (0.3) (0.3)
VERISIGN INC VRSN US 1,782.9 (1,403.8) 225.3
VERISIGN INC VRS GR 1,782.9 (1,403.8) 225.3
VERISIGN INC VRS TH 1,782.9 (1,403.8) 225.3
VERISIGN INC VRSN* MM 1,782.9 (1,403.8) 225.3
VERISIGN INC VRS GZ 1,782.9 (1,403.8) 225.3
VERISIGN INC VRSNEUR EU 1,782.9 (1,403.8) 225.3
VERISIGN INC VRS QT 1,782.9 (1,403.8) 225.3
VERISIGN INC-BDR VRSN34 BZ 1,782.9 (1,403.8) 225.3
VERISIGN-CEDEAR VRSN AR 1,782.9 (1,403.8) 225.3
VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1
VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1
VERY GOOD FOOD C VERY CN 15.8 9.1 8.1
VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1
VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1
VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1
VIVINT SMART HOM VVNT US 2,877.5 (1,487.3) (316.5)
W&T OFFSHORE INC WTI US 940.6 (208.3) (7.8)
W&T OFFSHORE INC UWV SW 940.6 (208.3) (7.8)
WALDENCAST ACQUI WALDU US 0.2 (0.0) (0.2)
WARRIOR TECHN-A WARR US 0.4 (0.0) (0.4)
WARRIOR TECHNOLO WARR/U US 0.4 (0.0) (0.4)
WAYFAIR INC- A W US 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A W* MM 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GZ 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF QT 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GR 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF TH 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A WEUR EU 4,569.9 (1,191.9) 880.2
WIDEOPENWEST INC WOW US 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 TH 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 GR 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 QT 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WOW1EUR EU 2,487.0 (212.4) (121.1)
WINGSTOP INC WING1EUR EU 211.6 (341.3) 22.1
WINGSTOP INC WING US 211.6 (341.3) 22.1
WINGSTOP INC EWG GR 211.6 (341.3) 22.1
WINGSTOP INC EWG GZ 211.6 (341.3) 22.1
WINMARK CORP WINA US 30.7 (12.8) 5.6
WINMARK CORP GBZ GR 30.7 (12.8) 5.6
WW INTERNATIONAL WW6 GR 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 TH 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW US 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 GZ 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTW AV 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTWEUR EU 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 QT 1,481.2 (548.2) (40.9)
WYNN RESORTS LTD WYNN* MM 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN US 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GR 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR TH 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN SW 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GZ 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNNEUR EU 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR QT 13,869.5 (737.3) 1,932.3
WYNN RESORTS-BDR W1YN34 BZ 13,869.5 (737.3) 1,932.3
YELLOW CORP YEL GR 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 SW 2,185.8 (223.3) 329.1
YELLOW CORP YELL US 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1
YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1
YELLOW CORP YEL QT 2,185.8 (223.3) 329.1
YELLOW CORP YEL GZ 2,185.8 (223.3) 329.1
YUM! BRANDS -BDR YUMR34 BZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TH 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GR 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM* MM 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM US 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMUSD SW 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM AV 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TE 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMEUR EU 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR QT 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM SW 5,852.0 (7,891.0) 14.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***