/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210503.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 3, 2021, Vol. 25, No. 122 Headlines 4915 QUARLES ST: Seeks to Hire Tranzon Fox as Auctioneer 53 STANHOPE: Liquidating Plan Filed by 53 Stanhope, et al. 53 STANHOPE: Unsecureds Unimpaired in 55 Stanhope, et al. Plan AARNA HOTELS: Case Summary & 20 Largest Unsecured Creditors ADARA ENTERPRISES: June 9 Plan & Disclosure Hearing Set ADMIRAL PROPERTY: Seeks to Hire Kantrow Law as New Counsel ADVANCED POWER: Seeks June 30 Solicitation Exclusivity ADVAXIS INC: Achieves 2nd Milestone Under ADXS-HER2 Licensing Deal AEROCENTURY CORP: Court Authorizes Cash Collateral Use AGEMY FAMILY: Unsecureds Get $10K Per Annum for 5 Years ALLIANT HOLDINGS: Moody's Affirms B3 CFR Amid Confie Acquisition ALLIE'S PARTY: Case Summary & 6 Unsecured Creditors ALLIED EQUIPMENT: Seeks to Hire Germer & Co as Accountant ALLIED ESPORTS: Ho Min Kim, Maya Rogers Quit as Directors AMERICAN BUILDERS: Moody's Gives B1 Rating on New Unsecured Notes AMERICAN WOODMARK: Moody's Withdraws Ba1 CFR on Debt Redemption ANDREW JOSEPH BLANCHARD: Sale of 49% Bayou Membership Interest OK'd ANI PHARMACEUTICALS: Moody's Assigns First Time B2 CFR APEG MAXEY: Lender Agrees to Cash Collateral Access ARMAOS PROPERTY: Wins Cash Collateral Access Thru May 31 BAYOU INTERMEDIATE II: Moody's Assigns 'B2' CFR, Outlook Stable BEEBE RIVER: Files First Amended Reorganization Plan BEEBE RIVER: Plan Confirmation Hearing Set for June 16 BLACKSTONE DEVELOPERS: Voluntary Chapter 11 Case Summary BOSTON DONUTS: Cash Collateral Hearing Continued to May 13 BRAZOS ELECTRIC: Vinson & Elkins Represents Co-Op Group BURN FITNESS: Case Summary & Largest Unsecured Creditors BYRNA TECHNOLOGIES: To Effect Reverse Common Stock Split CAMBER ENERGY: Borrows Additional $2.5M from Institutional Investor CAMBER ENERGY: Has 42.1M Outstanding Common Shares as of April 27 CANADIAN RIVER: Seeks to Hire Munsch Hardt as Legal Counsel CANTERA COURT: Voluntary Chapter 11 Case Summary CARBONLITE HOLDINGS: Committee Hires Blank Rome as Co-Counsel CARBONLITE HOLDINGS: Committee Taps Hogan Lovells as Legal Counsel CARBONLITE HOLDINGS: Committee Taps Province as Financial Advisor CARLA'S PASTA: Court Authorizes Sale of Substantially All Assets CBAC PROPERTIES: $1.35M Sale of Welasco Property to HGL Approved CENTURY TOWNHOMES: Price Owners Want New By-Laws Terms Clarified CHARGING BEAR: Seeks Approval to Hire Dakil as Auctioneer CHINA FISHERY: Auction of CFGI Equity Interests Set for June 28 CHINA FISHERY: CFG Peru, Smart Group Disclosures Approved CIRCUIT CITY: 4th Circuit Upholds US Trustee’s Chapter 11 Fee Hike CLARE INC: Case Summary & 17 Unsecured Creditors CLUBCORP HOLDINGS: Moody's Alters Outlook on Caa1 CFR to Stable COGENT COMMUNICATIONS: S&P Rates New $500MM Sr. Secured Notes 'BB' COMMUNITY HEALTH: Posts $64 Million Net Loss in First Quarter CSC HOLDINGS: S&P Assigns 'BB' Rating on New Sr. Guaranteed Notes DANA INC: S&P Rates New $400MM Sr. Unsecured Notes Due 2030 'BB' DAVID W. SORENSON: Sale of White Bear Lake Property to Belz Okayed DGWB VENTURES: May Use Cash Collateral Thru June 30 DIGITAL MEDIA: Moody's Assigns B2 CFR & Rates New $275MM Debt B2 DIOCESE OF BUFFALO: Wins August 28 Plan Exclusivity Extension DIVERSITECH HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable DURRANI M.D.: Wants Plan Exclusivity Extended Thru July 31 EARTH FARE: June 29 Plan Confirmation Hearing Set EARTH FARE: Unsecured Creditors Out of Money in Sale Plan ELECTRONIC DATA: Bankruptcy Administrator to Form Committee ELECTRONIC DATA: Truist Bank Seeks to Prohibit Cash Collateral Use ENDEAVOR OPERATING: S&P Raises ICR to 'B' on IPO, Outlook Negative ENGINEERED MACHINERY: S&P Affirms 'B-' ICR, Outlook Stable ENTRUST ENERGY: U.S. Trustee Appoints Creditors' Committee EVO TRANSPORTATION: Delays Filing of 2020 Annual Report FEH INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR FESTIVE WORKS: June 15 Plan & Disclosure Hearing Set FOXWOOD HILLS: Disclosure Statement Hearing Reset to May 26 GAINCO INC: Case Summary & 20 Largest Unsecured Creditors GILBERT MH: Seeks Approval to Hire UB Realty as Realtor GKS CORPORATION: Court Confirms Joint Liquidating Plan GREATER HOUSTON POOL: Wins Cash Collateral Access Thru July 27 GREEN PHARMACEUTICALS: Seeks to Use Cash Thru Jan. 31, 2022 GRIDDY ENERGY: Liquidation Plan Vote Delayed for More Info GUDORF SUPPLY: Wins Cash Collateral Access on Final Basis GULFPORT ENERGY: Amended Joint Plan Confirmed by Judge HARCO UNIVERSAL: Seeks to Hire Consumer Law Attorneys as Counsel HAWAIIAN HOLDINGS: Incurs $60.7 Million Net Loss in First Quarter HERITAGE RAIL: Trustee Selling 2 SLRG Locomotives to NSM for $63K HERTZ CORPORATION: Morris, Glenn 2nd Update on Shareholders IDC ENTERPRISES: Must Surrender Vehicles and Equipment IDEANOMICS: Divests Grapevine, Invests in Hoo.be by FNL Tech IMAGEWARE SYSTEMS: Hikes Authorized Common Stock to 2-Bil. Shares IMMUNSYS INC: Unsecured Creditors to Recover 26.09% in Plan INDEPENDENCE ENERGY: Moody's Assigns First Time B1 CFR INNOVATIVE DESIGNS: Listing to be Transferred to Pink Market INTERPACE BIOSCIENCES: Nasdaq to Delist Common Shares on May 10 INVO BIOSCIENCE: Appoints Rebecca Messina to Board of Directors ION GEOPHYSICAL: Signs Deal to Sell $10M Worth of Common Stock JAKKS PACIFIC: Lowers Net Loss to $14.1 Million in 2020 JASON'S HAULING: Wins Cash Collateral Access on Final Basis JMP HOSPITALITY: Voluntary Chapter 11 Case Summary JONES SODA: Incurs $3 Million Net Loss in 2020 KEITH M. RUEGSEGGAR: Queen Buying Westminster Property for $37K KERWIN BURL STEPHENS: May 6 Hearing on $1.9M Sale of Godley Land KINGS SUPERMARKET: Wins Cash Collateral Access Thru May 19 KLX ENERGY: Widens Net Loss to $332.2 Million in FY Ended Jan. 31 KRONOS WORLDWIDE: S&P Alters Outlook to Stable, Affirms 'B-' ICR LEE DILL: Seeks Approval to Hire Eide Bailly as Accountant LEONARD R. COSTANTINI, III: TOA Buying Rose Ridge for $2.1 Million LRGHEALTHCARE: Gets Access to Cash Collateral Thru June 5 MALLINCKRODT PLC: Otterbourg, Hein Represent Medicaid Claimants MARRONE BIO: Issues Letter to Shareholders MARTIN MIDSTREAM: Posts $2.5M Net Income for Quarter Ended March 31 MEDIQUIP INC: Seeks Access to $55,000 Cash Collateral MERCURITY FINTECH: Incurs US$1.65 Million Net Loss in 2020 MERCY HOSPITAL: Gets OK to Hire Foley & Lardner as Legal Counsel MILLENNIUM PROPERTIES: Taps Lefkovitz & Lefkovitz as Legal Counsel MISSOURI JACK: Seeks to Extend Plan Exclusivity Until October 14 MISSOURI JACK: Seeks to Hire 'Ordinary Course' Professionals MOUTHPEACE DENTAL: Seeks Extension for Bid Procedures Deadlines NATIONAL RIFLE ASSOCIATION: LaPierre Seeks to Fend Off Trustee Bid NEUBASE THERAPEUTICS: Amends Lease With 350 Technology NEUBASE THERAPEUTICS: Incurs $17.4 Million Net Loss in Fiscal 2020 NEUBASE THERAPEUTICS: Raises $46 Million From Stock Offering NOVA CHEMICALS: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes OCULAR THERAPEUTIX: Terminates Chief Operating Officer OER SERVICES: Seeks to Hire Robbins Salomon as Legal Counsel PANBELA THERAPEUTICS: Incurs $4.8 Million Net Loss in 2020 PAPPY'S SAND: Wins Access to Newtek's Cash Collateral PAPS CAB: Seeks Extension for Plan Confirmation PAUL F. ROST: June 1 Plan Confirmation Hearing Set PBS BRAND: Exclusivity Period to File Plan Extended Thru August 18 PIAGGIO AMERICA: Taps Sonoran Capital as Financial Advisor PINK MONKEY: Seeks to Obtain Six-Month Access to Cash Collateral PIONEER HEALTH: Trustee Selling Forest Property for $159.5K PIONEER HEALTH: Trustee Selling Remnant Assets to Oak Point for $5K PLZ AEROSCIENCE: S&P Alters Outlook to Stable, Affirms 'B' ICR PRIME HEALTHCARE: $150MM Notes Add-on No Impact on Moody's B1 CFR PURDUE PHARMA: Cherokee Nation Says Disclosure Statement Incomplete PURDUE PHARMA: Coroner Objects to Disclosure Statement PURDUE PHARMA: Covington City Objects to Disclosure Statement PURDUE PHARMA: ER Physician Opposes Disclosure Statement PURDUE PHARMA: Four Winds Tribe Opposes Disclosure Statement PURDUE PHARMA: Insurers Say Plan Neutrality Provision Insufficient PURDUE PHARMA: NWBSN Says Plan Patently Unconfirmable PURDUE PHARMA: W.Va. Counties, Cities Oppose Disclosure Statement PURDUE PHARMA: West Va. AG Objects to Disclosure Statement QUEST PATENT: Incurs $1.3 Million Net Loss in 2020 REGIONAL VALVE: Seeks Approval to Hire Financial Expert RENNOVA HEALTH: Currently Has 5.58-Bil. Outstanding Common Shares RENNOVA HEALTH: Lowers Net Loss to $18.3 Million in 2020 RENOVATE AMERICA: Seeks August 18 Plan Exclusivity Extension RIVER BEND MARINA: Seeks Extension Until June 21 to File Plan ROBERT FORD INSURANCE: Taps Dudley Taylor as Special Counsel SANUWAVE HEALTH: Closes $3 Million Private Placement Financing SATELLITE RESTAURANTS: Seeks to Hire Alex Cooper as Auctioneer SECURE HOME: $15M DIP Loan, Cash Collateral Access OK'd SERENDIPITY LABS: Interest Holders Assert Voting Right in Class 6 SHERRY VIRGINIA SEITZINGER: Park Buying Fremont Property for $1.3M SOLID BIOSCIENCES: Incurs $88.3 Million Net Loss in 2020 SRI VARI CRE: Case Summary & 20 Largest Unsecured Creditors STANDARD INDUSTRIES: Moody's Puts Ba2 CFR on Review for Downgrade STEPHENS FARMS: June 3 Amended Disclosures Hearing Set STEPHENS FARMS: Unsecureds to Recover 29.5% in 10 Years Under Plan SUPERIOR PLUS: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes TAILWIND SMITH: Moody's Alters Outlook on B3 CFR to Stable THOMAS R. MCCONNELL: $147K Sale of Muncie Property to Viswam Okayed THRIVE MERGER: S&P Assigns 'B-' ICR, Outlook Stable TIDEWATER ESTATES: $208K Sale of Hancock County Properties Approved TMMM MECH: Case Summary & 20 Largest Unsecured Creditors TPRO ACQUISITION: S&P Affirms 'B-' ICR, Maintains Negative Outlook TRADE WEST: Wins Court Approval to Use Cash Collateral TRIPLE J PARKING: Unsecureds to Recoup Claim in 3 Years Under Plan TRUCKING AND CONTRACTING: Court Approves Amended Disclosures TRUCKING AND CONTRACTING: Unsecureds to Be Paid in Full in 12 Years ULTRA PETROLEUM: Levi & Korsinsky, Bragar Eagel for Investor Suit USIC HOLDINGS: Moody's Affirms B3 CFR on Dividend Recapitalization VALARIS PLC: Reports $910M Loss as It Seeks Chapter 11 Exit VASCULAR ACCESS: May 4 Hearing on Trustee's Assets Bid Procedures VISTRA CORP: S&P Downgrades ICR to 'BB', Outlook Stable WALKER COUNTY: Seeks to Expand Scope of Waller Lansden's Services WEINSTEIN CO: Victims' Attorney Slams Bid for Chapter 11 Fees WHITE STALLION: Plan Exclusivity Period Extended Until July 30 WILLIAMS TRANSPORTATION: Case Summary & 9 Unsecured Creditors WR GRACE: Moody's Puts Ba3 CFR Under Review for Downgrade [^] BOND PRICING: For the Week from April 26 to 30, 2021 ********* 4915 QUARLES ST: Seeks to Hire Tranzon Fox as Auctioneer -------------------------------------------------------- 4915 Quarles St. LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Fairfax, Va.-based auction firm, Tranzon Fox, LLC. The Debtors need the services of the firm to sell real properties located at 4915 Quarles St., NE, Washington, DC; 617 Keefer Place, NW, Washington, DC; and 4900 and 4904 Quarles St., NE, Washington, DC. Tranzon Fox will charge a buyer's premium of 5 percent, which will be added to the high bid and included in the total purchase price. If the property is sold at the auction, the firm will get 5 percent of the high bid, payable in cash at closing. A fee of 2 percent of the high bid price will be paid by the firm and the Debtors to a buyer's broker who properly registers a client that subsequently closes on a sale of the property. Jeff Stein of Tranzon Fox 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: Jeff Stein Tranzon Fox 3819 Plaza Dr. Fairfax, VA 22030 Tel: (703) 539-8111 Fax: (703) 539-8633 Email: jstein@tranzon.com About 4915 Quarles St. 4915 Quarles St. LLC and its affiliates, 617 Keefer Pl. LLC and 4900-4904 Quarles St. LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. D.C. Lead Case No. 20-00497) on Dec. 28, 2020. At the time of the filing, 4915 Quarles St. had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Elizabeth L. Gunn oversees the cases. Bennie R. Brooks P.C. is the Debtors' legal counsel. 53 STANHOPE: Liquidating Plan Filed by 53 Stanhope, et al. ---------------------------------------------------------- 53 Stanhope LLC, 325, Franklin LLC, 618 Lafayette LLC, 92 South 4th St LLC, 834 Metropolitan Avenue LLC, 1125-1133 Greene Ave LLC, APC Holding 1 LLC; Eighteen Homes LLC, and 1213 Jefferson LLC submitted a Corrected Fourth Amended Disclosure Statement in connection with their Joint Plan of Reorganization. The Bankruptcy Court has entered an Order fixing May 27, 2021, at 10:00 a.m., at the United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601-4140, as the date, time and place for the telephonic hearing on confirmation of the Plan and fixing May 20, 2021 at 5:00 p.m. (EDT), as the last date for the filing and serving of any objections to confirmation of the Plan. The Jointly Administered Debtors litigated to completion the January 21, 2020 Amended Plan (the "2020 Plan") and Amended Disclosure Statement. By bench ruling on Dec. 17, 2020, the Bankruptcy Court denied confirmation without prejudice to further amended plans and disclosure statements. As to the Debtors, the Bankruptcy Court found that the defaults asserted by Brooklyn Lender LLC ("Brooklyn Lender" or "Mortgagee") were not grounds for acceleration, but the Debtors are responsible for post-maturity default interest. Since the Debtors are unable to pay that amount, the Debtors proposed to sell their Properties under this liquidating Plan. These cases involve loans made by Signature Bank to the Debtors and certain of their jointly administered affiliates in the form of 14 separate notes and mortgages covering 31 properties dating back to September 2012. All of the loans were assigned to Brooklyn Lender LLC on or about May 17, 2017. At that time, each was current on its payment obligations and, they assert, not otherwise in default. With regard to the Debtors herein, estimated payoff balance as of May 31, 2021, together with values estimated by Rosewood Realty Group totaling $19,962,898.00. The Plan will treat unsecured claims and interest holders as follows: * Class 4 – Allowed General Unsecured Claims totaling $1,268,154.17. Each Debtor shall pay each Class 4 Claimant in Cash on the Effective Date, its pro-rata share of the net Property Sale Proceeds from the sale of its Property after payment of Administrative Claims, Class 1 Claims, Class 2 Claims, Class 3 Claims and Priority Tax Claims, up to the Allowed Amount of its Class 4 Claim plus interest at the applicable contractual rate as it accrues from the Petition Date through the date of payment. Class 4 is impaired. * Class 5 - Allowed Interest Holders. Each Debtor shall pay each Interest Holder in Cash on the Effective Date, its pro-rata share of the net Property Sale Proceeds from the sale of its Property after payment of Administrative Claims, Class 1 Claims, Class 2 Claims, Class 3 Claims, Class 4 Claims and Priority Tax Claims. Class 5 is impaired. Attorneys for the Debtors: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue Floor 11, New York, New York 10022 A copy of the Corrected Fourth Amended Disclosure Statement is available at https://bit.ly/3nv5AdX from PacerMonitor.com. About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19 22285) on Feb. 21, 2019. Its case is not jointly administered with those of the Debtors. Backenroth Frankel also serves as counsel to 73 Empire Development. 53 STANHOPE: Unsecureds Unimpaired in 55 Stanhope, et al. Plan -------------------------------------------------------------- 55 Stanhope LLC, 119 Rogers LLC, 127 Rogers LLC, C & YSW, LLC, Natzliach LLC, 106 Kingston LLC, and 167 Hart LLC submitted a Corrected Fourth Amended Disclosure Statement explaining their Chapter 11 Plan of Reorganization. The Bankruptcy Court has entered an order fixing May 27, 2021, at 10:00 a.m., at the United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601-4140, as the date, time and place for the telephonic hearing on confirmation of the Plan and fixing May 20, 2021, as the last date for the filing and serving of any objections to confirmation of the Plan. Before filing the Plan and Disclosure Statement, the Jointly Administered Debtors litigated to completion the January 21, 2020 Amended Plan (the "2020 Plan") and Amended Disclosure Statement. By bench ruling on Dec. 17, 2020 ("Bench Ruling"), the Bankruptcy Court denied confirmation without prejudice to further amended plans and disclosure statements. As to 55 Stanhope, et al., the Bankruptcy Court found that the defaults asserted by Brooklyn Lender LLC ("Brooklyn Lender" or “Mortgagee") were not grounds for acceleration. Accordingly, 55 Stanhope, et al., have filed the Plan. These cases involve loans made by Signature Bank to the Debtors and certain of their affiliates in the form of 14 separate notes and mortgages covering 31 properties dating back to September 2012. All of the loans were assigned to Brooklyn Lender LLC on or about May 17, 2017. At that time, each Debtor was current on its payment obligations and, they assert, not otherwise in default. The estimated payoff balances as of May 31st, 2021, together with Rosewood Realty estimated values as of March 2021 totaling $17,049,140. On the Effective Date, pursuant to Section 1124 of the Bankruptcy Code, each Debtor shall cure pre-Petition Date and post-Petition Date monetary defaults, if any, and then comply with its obligations under the applicable loan documents through maturity. The Mortgagee's liens against the Debtors' Properties shall secure the Debtors' obligations under the Plan on the same terms and conditions as set forth under the applicable loan documents through maturity. The Mortgagee's claim is unimpaired. The Plan will treat other classes as follows: * Class 4 Allowed General Unsecured Claims totaling $18,432 plus the $2,500,000 Claim asserted by Joseph Wagshall against C&YSW and Natzliach. The class will receive payment in cash on the Effective Date of Allowed Amount of each such Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment, provided, that each Class 4 Creditor shall be entitled to elect to take New Owner Interests in the New Owner succeeding the Debtor against which the Claimant holds an Allowed Claim as provided herein in lieu of Cash payment of its Class 4 Claim. Class 4 is unimpaired. * Class 5 Allowed Interest Holders. In consideration of their new value contribution to fund Effective Date distributions, Interests Holders shall be entitled to continued ownership of their Interests under the same terms as their existing Interests in the Debtors, but subject to dilution pro rata, by the New Owner Interests distributed to holders of Class 4 Claims that elect to receive New Owner Interests in the respective New Owners instead of Cash payment. Class 5 is impaired. The Debtors' source of funds are the Debtors' assets and having a total value of $17,049,140. Attorneys for the Debtors: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue New York, New York 10022 (212) 593-1100 A copy of the Corrected Fourth Amended Disclosure Statement is available at https://bit.ly/3aLDeHi from PacerMonitor.com. About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19 22285) on Feb. 21, 2019. Its case is not jointly administered with those of the Debtors. Backenroth Frankel also serves as counsel to 73 Empire Development. AARNA HOTELS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Aarna Hotels, LLC 5720 Creedmoor Road, Suite 205 Raleigh, NC 27612 Business Description: Aarna Hotels, LLC operates in the hotels and motels industry. Chapter 11 Petition Date: April 29, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-30249 Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28202 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com Debtor's Financial Advisor: GREENWALKER LLP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Anuj N. Mittal, manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UGZPQEA/Aarna_Hotels_LLC__ncwbke-21-30249__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A Plus Services of $21,809 the Carolinas, Inc. 1101 Tyvola Rd Suite 105 Charlotte, NC 28217 2. Automated Systems Design, Inc. $8,713 775 Goddard Ct Alpharetta, GA 3000 3. City Park Master $1,729 Owners Association PO Box 998 C/O Kuester Management Commerce, GA 30529 4. Cleveland Construction, Inc. $175,000 8620 Tyler Blvd Mentor, OH 44060 5. Guest Supply $1,404 PO Box 6771 Somerset, NJ 08875 6. HD Supply Facilities Maintenance $961 PO Box 509058 San Diego, CA 92150 7. Lawrence Landscape Group $632 4833 Berewick Town Center Dr. Suite E220 Charlotte, NC 28278 8. P&L Coliseum, LP $14,781 3330 Cumberland Blvd. Suite 300 Atlanta, GA 30339 9. Pepsi Bottle Ventures, LLC $727 PO Box 75990 Charlotte, NC 28275 10. Piedmont Natural Gas 3,005 PO Box 1246 Charlotte, NC 28201 11. RFID Hotel $267 PO Box 850001 Orlando, FL 32885 12. Royal Cup, Inc. $589 PO Box 841000 Dallas, TX 75284 13. Schindler Elevator Corporation $804 PO Box 93050 Chicago, IL 60673 14. Southern Comfort Zone $265 10819 Jordan Rae Lane Charlotte, NC 28277 15. The Wasserstrom Company $355 PO Box 182056 Columbus, OH 43218 16. Trane U.S. Inc. $1,704 PO Box 406469 Atlanta, GA 30384 17. Uptown Catering Company/ $615 Over the Rainbow 1431 Bryant St. Charlotte, NC 28208 18. US Foods, Inc. $2,113 PO Box 602292 Charlotte, NC 28260 19. Vistar $449 PO Box 951080 Dallas, TX 75395 20. WM Corporate Service, Inc. $386 AS Payment Agent PO Box 4648 Carol Stream, IL 60197 ADARA ENTERPRISES: June 9 Plan & Disclosure Hearing Set ------------------------------------------------------- Adara Enterprises Corp., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order scheduling a combined hearing on the adequacy of the Disclosure Statement and confirmation of its Prepackaged Plan. On April 27, 2021, Judge J. Kate Stickles granted the motion and ordered that: * June 9, 2021, at 11:00 a.m., in courtroom 7 of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Third Floor, Wilmington, Delaware is the Combined Hearing to consider the adequacy of the Disclosure Statement, final approval of the Confirmation Procedures, and confirmation of the Plan. * May 27, 2021, is fixed as the last day to file any objections to the approval of the Disclosure Statement, adequacy of the Disclosure Statement, or confirmation of the Plan. * June 2, 2021, is fixed as the last day for the Debtor to file its reply to any timely-filed objections in respect of the Disclosure Statement or the Plan. * May 12, 2021, is fixed as the last day for the Debtor to cause a copy of the Assumption and Cure Notice. * June 2, 2021, at 4:00 p.m., is fixed as the last day for any counterparty to an Executory Contract or Unexpired Lease that disputes the proposed Cure Amount or otherwise objects to the assumption of such Executory Contract or Unexpired Lease, or objects to the assumption or rejection of an Executory Contract or Unexpired Lease, to file an objection. * June 4, 2021, is fixed as the last day for the Debtor and any other party in interest to file replies to any objections or responses. Proposed counsel to the Debtor: Ronald S. Gellert, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: 302-425-5806 Fax: 302-425-5814 E-mail: rgellert@gsbblaw.com - and - Daniel B. Besikof, Esq. Bethany D. Simmons, Esq. LOEB & LOEB LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Fax: (646) 417-6335 E-mail: dbesikof@loeb.com bsimmons@loeb.com About Adara Enterprises Adara Enterprises Corp. operates as an asset management business. Currently, the Debtor's primary asset is quantitative trading software, which was originally developed at significant expense over the course of 10-15 years by Clinton Group, Inc., and has been used to assist in trades of more than $50 billion by Clinton and its former licensees. Adara Enterprises filed a Chapter 11 petition (Bankr. D. Del. Case No. 21-10736) on April 22, 2021. LOEB & LOEB LLP and GELLERT SCALI BUSENKELL & BROWN, LLC, serve as counsel to the Debtor. The Debtor tapped DONLIN RECANO & CO, Inc., as claims and noticing agent. ADMIRAL PROPERTY: Seeks to Hire Kantrow Law as New Counsel ---------------------------------------------------------- Admiral Property Group LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Kantrow Law Group, PLLC as substitute for Robinson Brog Leinwand Greene Genovese & Gluck P.C., the firm that initially handled its Chapter 11 case. The firm's services include advising the Debtor of its rights and duties in connection with its bankruptcy case; overseeing the preparation of necessary reports to the court and creditors; conducting investigation; and prosecuting litigation. The firm's billing rate is $600 per hour for partners. Kantrow Law Group is disinterested as that term is defined under the Bankruptcy Code Section 101(14), according to court papers filed by the firm. The firm can be reached through: Fred S. Kantrow, Esq. The Kantrow Law Group, PLLC 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Phone: 516 703 3672 Email: fkantrow@thekantrowlawgroup.com About Admiral Property Group Admiral Property Group, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). On July 31, 2020, an involuntary petition was filed against Admiral Property Group by Metro Mechanical LLC, N&K Plumbing and Heating Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case No. 20-42826). The petitioning creditors are represented by Joel Shafferman, Esq., at Shafferman & Feldman, LLP. Judge Nancy Hershey Lord oversees the Debtor's Chapter 11 case. The Kantrow Law Group, PLLC serves as the Debtor's legal counsel in its bankruptcy case. ADVANCED POWER: Seeks June 30 Solicitation Exclusivity ------------------------------------------------------ Debtor Advanced Power Technologies, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division to extend the Debtor's exclusive period to solicit acceptances through and including June 30, 2021. This is the Debtor's fifth request to extend the Exclusive Solicitation Period. The Debtor is operating its business and managing its affairs as a debtor-in-possession. No trustee, examiner, or statutory committee has been appointed. The Debtor has only been in bankruptcy since March 11, 2020, is generally paying its post-petition debts as they come due, and is not seeking the requested extension to pressure creditors. The Debtor has demonstrated, by virtue of the filing of the Amended Plan and Amended Disclosure Statement, good faith progress toward reorganization and the reasonable prospect of having its Amended Plan confirmed. On April 13, 2021, the Debtor filed its Amended Plan and Amended Disclosure Statement. A hearing to consider approval of the Amended Disclosure Statement is currently scheduled for May 5, 2021, at 10:00 a.m. by video conference. Specifically, the Amended Plan itself is the product of the Debtor successfully resolving issues with several secured and unsecured creditors. The requested extension is solely meant to preserve the Debtor's right to exclusively solicit acceptances to the Amended Plan through a confirmation hearing. Accordingly, the Debtor submits that cause exists to grant the requested extension. In light of a potential confirmation hearing date in mid-to late-June 2021, the Debtor respectfully requests that the Court extend the Exclusive Solicitation Period through June 30, 2021, or the first date set for a hearing to consider confirmation of the Debtor's Amended Plan, whichever comes later. A copy of the Debtor's Motion to extend is available at https://bit.ly/3aR5Teg from PacerMonitor.com. About Advanced Power Technologies Advanced Power Technologies, LLC -- http://www.advancedpowertech.com/-- offers interior and exterior lighting, signage, and electrical service needs throughout the United States and Canada. It works with commercial, hospitality, industrial, institutional, restaurant, and retail clients to save energy and reduce operating costs. Advanced Power Technologies, LLC, based in Pompano Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-13304) on March 11, 2020. In the petition signed by Devin Grandis, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Peter D. Russin Bradley replaced Judge Paul G Hyman Jr., who previously oversaw the case. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page PA, serves as the Debtor's bankruptcy counsel. The U.S. Trustee was not able to appoint an Official Committee of Unsecured Creditors for the Debtor. ADVAXIS INC: Achieves 2nd Milestone Under ADXS-HER2 Licensing Deal ------------------------------------------------------------------ Advaxis, Inc. has achieved the second milestone under its licensing agreement for ADXS31-164, also known as ADXS-HER2, to OS Therapies for evaluation in the treatment of osteosarcoma in humans. Under the terms of the license agreement, OS Therapies, in collaboration with the Children's Oncology Group (COG), is responsible for the conduct and funding of a clinical study evaluating ADXS-HER2 in recurrent, completely resected osteosarcoma. OS Therapies recently completed a financing, triggering the second milestone payment. Under the agreement, Advaxis has the opportunity to receive additional clinical, regulatory, and sales-based milestone payments as well as royalties on future product sales. Additional details of the financial terms have not been disclosed. "This funding milestone for OS Therapies brings OST-HER2, originally ADXS-HER2, one step closer to the clinic," said Kenneth A. Berlin, president and chief executive officer of Advaxis. "We are confident in the potential of OST-HER2, which had been approved in the U.S. for the adjuvant treatment of osteosarcoma in canines, and are proud to have played a role in the development of this important new candidate for osteosarcoma patients. We look forward to the team at OST advancing the program, building upon our early Phase 1 data evaluating ADXS-HER2." Mr. Berlin continued, "This milestone payment will provide Advaxis additional capital as we build momentum across our growing ADXS-HOT neoantigen-directed off-the-shelf clinical programs. To date, we have assembled a robust clinical and translational data set which suggests our unique approach has the potential to enhance and/or restore responses to checkpoint inhibitors in lung cancer. We look forward to leveraging these resources as we advance ADXS-503, currently being evaluated in our Phase 1/2 study in NSCLC, and ADXS-504 for early-stage prostate cancer, which is on-track to enter the clinic in Q2 2021." About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. As of Jan. 31, 2021, the Company had $45.95 million in total assets, $8.37 million in total liabilities, and $37.57 million in total stockholders' equity. AEROCENTURY CORP: Court Authorizes Cash Collateral Use ------------------------------------------------------ Judge John T. Dorsey granted AeroCentury Corp., and its affiliated debtors final authority to use certain pre-petition collateral including cash collateral -- but specifically excluding all Gross Revenue After ECD -- pursuant to the approved budget until the earliest to occur of: (a) the closing date of any sale of the Debtors' business or of substantially all of the assets of the Estate, other than a sale pursuant to the Asset Purchase Agreement without the consent of the Pre-petition Lender; (b) the appointment of a Chapter 11 Trustee or of an examiner with expanded powers in the Chapter 11 case; (c) the conversion of the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (d) the dismissal of the Chapter 11 case; (e) a determination by the Court that a material violation or breach (other than by the Pre-petition Lender), of any of the provisions of the final order has occurred; (f) any other non-material violation or breach by the Debtors of any of the provisions of the final order that is not disputed or cured within five business days of written notice from the Pre-petition Lender; (g) the occurrence of the Effective Date; and (h) the effective date of any Plan of Reorganization in the Chapter 11 case that has been confirmed by a Court order. Before the Petition Date, the Debtors and Drake Asset Management Jersey Limited executed an Asset Purchase Agreement with UMB Bank, N.A., as Agent, pursuant to which the Debtors have proposed a motion seeking the approval of bidding and sale procedures and naming Drake, the Pre-petition Lender, as the Stalking Horse Bidder in connection with a sale of the substantially all of the Debtors' assets. Also prior to the Petition Date, the Debtor (and other Debtors, as guarantors) obtained secured financing and other financial accommodations from Original Lenders (i) MUFG Union Bank, N.A., (ii) Umpqua Bank, (iii) Zions Bancorporation, N.A. (f/k/a ZB, N.A.) d/b/a California Bank & Trust, and (iv) Columbia State Bank, with MUFG Union Bank, N.A., as original agent. Pursuant to a Loan Purchase and Sale Agreement dated as of October 2, 2020, among the Pre-petition Lender, the Agent, the Original Lenders, the Original Agent and MUFG Bank, Ltd., the Pre-petition Loan was sold by the Original Lenders to the Pre-petition Lender, and the Original Agent was replaced with the Agent. Concurrent with the sale of the Pre-petition Loan, the Agent is now the holder of valid properly perfected first priority liens on all of the Pre-petition Collateral. The Pre-petition Loan is secured by valid, enforceable, duly perfected, and non-avoidable liens and security interests granted to the Agent. The Pre-petition Liens are senior, first-priority liens on all of the Pre-petition Collateral, except for any items of the Pre-petition Collateral that are subject to valid, enforceable, duly perfected, and non-avoidable first-priority senior liens of third parties as of the Petition Date. The Debtors have waived, discharged, and released any right they may have to challenge the Pre-petition Obligations or the Pre-petition Liens on the Pre-petition Collateral. As of March 25, 2021, balance under the Pre-petition Loan Documents owed to the Pre-petition Lender aggregate approximately $83,164,109 in principal and accrued interest, plus fees (including attorneys' fees), expenses, and charges. By the final order, Judge Dorsey ruled that: * the Prepetition Lender and Agent are entitled to adequate protection to the extent of any diminution occurring from the Petition Date in the value of its interests in the Pre-petition Collateral as of the Petition Date. * as further Adequate Protection Claim, the Debtors shall pay, transfer or otherwise convey to the Pre-petition Lender all Gross Revenue After ECD within three business days of receipt. * the Pre-petition Lender is granted a super-priority claim, which shall have priority over all administrative expense claims and all other unsecured claims against the Debtors or the estates. Nothing in the final order shall be construed to deprive Drake of the right to credit bid the Pre-petition Loan Obligations. A copy of the final order is available at https://bit.ly/3sYsCLt from PacerMonitor.com at no charge. 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. AGEMY FAMILY: Unsecureds Get $10K Per Annum for 5 Years ------------------------------------------------------- Agemy Family Corporation, d/b/a Quality Plus Dry Cleaners, and Agemy Family Dry Cleaners, LLC, filed with the Bankruptcy Court a Disclosure Statement to their Plan of Reorganization. Agemy disclosed that the LLC acts as a wholly owned subsidiary of the corporation and has not operated at any of the business locations. All transactions were done by the parent corporation, Agemy Family Corporation. The Plan will be funded from future income derived from the operation of the Debtor's dry cleaning business as well as from Employee Retention Credits. The Debtor shall continue to operate and manage its business with the management remaining in place. Allie Hassan Agemy will continue as President of the Debtor and will continue to manage the operations of the business. If a PPP Loan is received, the funds will be distributed to creditors. Treatment of Classified Claims Under the Plan: * Class One. This Class consists of the secured claim of South State Bank, N.A., f/k/a CenterState Bank, N.A., with a mortgage on the Debtor's business location at 9945 Race Track Road, Tampa, Florida. The Claim will be re-amortized to a 30-year loan at 5.25% interest. The Debtor will make 83 monthly payments and a balloon payment in month 84 of the balance due. This Class is Impaired. * Class Two. This Class consists of the unsecured claims of Landlords with leases on business premises of the Debtor for which the Debtor will assume the Lease. Each Landlord holding said lease will be paid in full any pre-petition and post-petition arrearages, pursuant to terms agreed. In the absence of an agreement with the Landlord, the Debtor will seek the entry of a Court order allowing the Debtor to assume the lease with terms for curing arrears. This Class is Impaired. The Debtor has since rejected several leases of locations which were less profitable than others * Class Three up to Class Ten are as well Impaired Classes. * Class Eleven. This Class consists of the claims of allowed general unsecured creditors. Each creditor shall be paid their pro-rata share of $10,000 per annum for five years, with the first payment to be made one year after the Confirmation Order becomes final. The Debtor intends to confirm its Plan by invoking the provisions of Section 1129 of the United States Bankruptcy Code, and any other provisions relating to the "cram down" of dissenting Classes in the event that any class of creditors is deemed impaired by the Plan and the requisite majorities of such Class or Classes fail to approve the Plan. The Debtor claims Employee Tax Retention Credits in excess of $195,000 through the end of 2021. This is an anticipated claim based upon the CARES Act. A copy of the Disclosure Statement is available at https://bit.ly/3u12kJN from PacerMonitor.com free of charge. About Agemy Family Corporation Agemy Family Corporation d/b/a Quality Plus Dry Cleaners, a company that operates in the laundry facilities and dry cleaning services industry, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-08608) on November 22, 2020, estimating at least $100,000 to $500,000 in assets and less than $1 million to $10 million in liabilities. Agemy Family President Allie Hassan Agemy signed the petition. Judge Roberta A. Colton oversees the case. David W. Steen, P.A. is the Debtor's legal counsel. ALLIANT HOLDINGS: Moody's Affirms B3 CFR Amid Confie Acquisition ---------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Alliant Holdings Intermediate, LLC, an indirect subsidiary of Alliant Holdings, L.P. (together with its subsidiaries, Alliant) following the company's announcement of plans to acquire Confie, a major US distributor of personal nonstandard auto insurance. The rating agency has also affirmed the B2 ratings on Alliant's senior secured credit facilities (including $800 million term loan add-on) and the Caa2 rating on its senior unsecured notes. Alliant will use proceeds from this offering, coupled with cash on hand and rollover Confie shareholder equity, to acquire Confie plus a small unrelated broker, and to pay related fees and expenses. Alliant and Confie expect to complete their transaction in the second quarter of 2021, pending regulatory approvals. The rating outlook for Alliant is stable. RATINGS RATIONALE Alliant's ratings reflect its leading position in several niche markets, steady organic revenue growth and strong operating margins, said Moody's. Alliant's emphasis on specialty programs, where the broker offers distinct value to both insurance buyers and insurance carriers, has been a successful strategy. Alliant has built its specialty and middle market insurance business by expanding through a mix of organic growth, lateral hires (seasoned producers, mostly with specialty books of business) and acquisitions. The company has reported strong revenue growth, healthy EBITDA margins, and good free-cash-flow-to-debt metrics. These strengths are offset by Alliant's high financial leverage, including the incremental borrowing to help fund the Confie acquisition, although Moody's expects the company to reduce its leverage relatively quickly following the transaction. Other credit challenges include contingent/legal risk related to lateral hires, integration risk related to acquisitions, and potential liabilities from errors and omissions, a risk inherent in professional services. Alliant's pro forma capital structure includes $600 million of preferred equity that could be subject to refinancing via debt in the future. Alliant's operating performance held up well through the coronavirus-related recession in 2020, with revenue of nearly $1.8 billion, up 12.6% versus 2019, reflecting organic growth of 9.5% plus tuck-in acquisitions. The company also controlled its expenses effectively and expanded its EBITDA margin for the year. The purchase of Confie will diversify Alliant's business with a sizable personal lines offering focused on the growing nonstandard auto segment. Confie sells through 750 retail locations in 23 states, supplemented by telephone and online sales and a managing general agency that administers policies and handles claims on behalf of certain carriers. With its greater financial resources, Alliant can help Confie invest in technology and tuck-in acquisitions. Giving effect to the transaction, Alliant will have pro forma debt-to EBITDA of about 8x, (EBITDA - capex) interest coverage of about 2x, and free-cash-flow-to-debt in the mid-single digits, according to Moody's estimates. These pro forma metrics reflect Moody's accounting adjustments for operating leases, contingent earnout obligations, certain non-recurring and unusual items, and run-rate EBITDA from acquisitions. The rating agency views Alliant's leverage as aggressive for its rating category but expects the company to reduce leverage over the next several quarters consistent with past practices. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Alliant's ratings include: (i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings: Corporate family rating at B3; Probability of default rating at B3-PD; $400 million guaranteed senior secured revolving credit facility maturing in October 2025 at B2 (LGD3); $2,086 million ($2,029 million outstanding) guaranteed senior secured term loan maturing in May 2025 at B2 (LGD3); $530 million ($521 million outstanding) guaranteed senior secured term loan maturing in May 2025 at B2 (LGD3); $1,125 million ($1,123 outstanding, including pending $800 million add-on) guaranteed senior secured term loan maturing in October 2027 at B2 (LGD3); $525 million guaranteed senior secured notes maturing in October 2027 at B2 (LGD3); $1,340 million guaranteed senior unsecured notes maturing in October 2027 at Caa2 (LGD6 from LGD5). Alliant Holdings Co-Issuer, Inc. is a co-issuer of the senior secured and unsecured notes. The rating outlook for Alliant is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. ALLIE'S PARTY: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Allie's Party Equipment Rental, Inc. 130 Vallecitos De Oro San Marcos, CA 92069 Business Description: Allie's Party Equipment Rental, Inc. offers party equipment rental services. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Southern District of California Case No.: 21-01804 Judge: Hon. Christopher B. Latham Debtor's Counsel: K. Todd Curry, Esq. CURRY ADVISORS, A PROFESSIONAL LAW CORPORATION 185 West F Street, Ste. 100 San Diego, CA 92101 Tel: (619) 238-0004 E-mail: tcurry@currylegal.com Total Assets: $1,055,520 Total Liabilities: $5,143,074 The petition was signed by Michael B. Nicholson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZD6N2KY/Allies_Party_Equipment_Rental__casbke-21-01804__0001.0.pdf?mcid=tGE4TAMA ALLIED EQUIPMENT: Seeks to Hire Germer & Co as Accountant --------------------------------------------------------- Allied Equipment, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Germer & Co. CPAs LLC as its accountant. The firm's services include: a. preparing balance sheets and cash flow statements; b. preparing monthly operating reports; c. assisting the Debtor in complying with the other administrative requirements of the Office of the U.S. Trustee; d. preparing Form 941 quarterly reports, Form 940 reports, and filing corporate income tax returns; e. other necessary accounting services. Germer & Co. will be paid at these rates: Mark Germer $364 per hour Krystal Ridge $273 per hour John Pufal $220 per hour The firm received a retainer in the amount of $5,000. Mark Germer, president of Germer & Co., disclosed in a court filing that he is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Germer, CPA Germer & Co. CPAs, PLLC 4526 E University Blvd Bldg 3 Odessa, TX, 79762-8138 Phone: (432) 362-4341 Email: mark@ghcpas.net About Allied Equipment Allied Equipment, Inc. -- https://www.alliedeq.com -- designs and manufactures oil and gas processing and treating equipment. Allied Equipment filed a Chapter 11 bankruptcy petition (Bankr. W.D. Texas Case No. 21-70034) on March 18, 2021. Ron Worley, president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Tony M. Davis oversees the case. R. Byrn Bass, Jr., Esq., and Germer & Co. CPAs, LLC serve as the Debtor's legal counsel and accountant, respectively. ALLIED ESPORTS: Ho Min Kim, Maya Rogers Quit as Directors --------------------------------------------------------- Ho Min Kim and Maya Rogers notified the Board of Directors of Allied Esports Entertainment, Inc. of their decision to resign as members of the Board, effective on May 5, 2021. Both served on the Compensation Committee prior to their resignation. As previously reported on the Company's Current Report on Form 8-K filed April 2, 2021 with the SEC, on March 29, 2021, the Board approved the appointment of each of Libing (Claire) Wu and Jingsheng Lu to the Board, to be effective upon the consummation of a sale of the Company's poker-related business and assets, or WPT Business, at which time the Board intended to (i) increase the size of the Board as necessary to seat such directors, and (ii) determine into which class such directors would be included. Given the foregoing resignations, the Board approved the election of each of Libing (Claire) Wu and Jingsheng Lu to the Board to serve in the vacancies created by the resignations of Mr. Kim and Ms. Rogers, effective May 6, 2021. Libing (Claire) Wu is the vice president and general counsel of Asia Pacific Capital, Inc, as well as senior counsel at the New York law firm Davidoff Hutcher & Citron LLP. Ms. Wu is a graduate of New York University School of Law, New York, USA (Master of Laws in Corporate Law) and a graduate of China University of Political Science and Law, Beijing, China (Master of Laws in Corporate Law). Ms. Wu received a Bachelor of Science Degree in International Economics from Nankai University, Tianjin, China, and an Advanced Professional Certificate in Law and Business from New York University Leonard N. Stern School of Business. Ms. Wu has over 15 years' experience as a corporate and securities attorney practicing in New York, with extensive legal and business experience in cross-border transactions, U.S. securities regulation, mergers and acquisitions, capital market transactions, as well as corporate structuring and governance. Ms. Wu was elected by the Board as a Class C Director, whose initial director term will expire at the Company's shareholder meeting to be held in 2022. Jingsheng Lu has served as an independent director of Ourgame since 2020. Prior to that, he served as a director of Zhejiang Xiangyuan Culture Co., Ltd., which is a main board listed company in China (Code in Shanghai Stock Exchange: 600576), from 2015 to 2017, where he served as co-CEO of Xiamen Xtone Animation Co., Ltd., and led the merger of Xtone by Xiangyuan Culture in 2014. He also served as CFO of Beijing International Advertising & Communication Group from 2018 to 2019. He previously served as a senior audit manager at Deloitte China for six years, and at Deloitte US for two years from 2001 to 2010. He is currently a non-practicing certified public accountant in China since 2007, as well as a member of the American Institute of Certified Public Accountants since 2009. He holds a Bachelor of Economics degree from University of International Business and Economics in Beijing, China. Mr. Lu was elected by the Board as a Class B Director, whose initial director term will expire at the Company's annual shareholder meeting to be held in 2021. Allied Esports Headquartered in Irvine, California, Allied Esports Entertainment, Inc. -- www.alliedesportsent.com -- operates a public esports and entertainment company, consisting of the Allied Esports and World Poker Tour businesses. Allied Esports reported a net loss of $45.06 million for the year ended Dec. 31, 2020, compared to a net loss of $16.74 million for the year ended Dec. 31, 2019. Melville, New York-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2021, citing that the Company has a working capital deficiency from continuing operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AMERICAN BUILDERS: Moody's Gives B1 Rating on New Unsecured Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to American Builders & Contractors Supply Co. dba ABC Supply Co., Inc.'s proposed senior unsecured notes. Moody's expects the terms and conditions of the proposed senior unsecured notes to be similar to ABC's existing senior unsecured notes due 2026. ABC's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and the Ba2 ratings on the company's existing senior secured debt are not impacted by the proposed transaction. The outlook is stable. Moody's views the proposed transaction as credit positive since leverage declines by about a quarter turn upon closing. Proceeds from the proposed notes and a sizeable amount of cash on hand will be used to redeem the company's $600 million senior unsecured notes due 2026, at which time the B1 rating assigned to these notes will be withdrawn, and to pay the call premium and related fees and expenses. Pro forma leverage at year-end 2020 declines to 2.5x from 2.7x. In addition interest savings could be sizeable, conserving upwards of $19.5 million per year in cash interest payments from $117.2 million paid in 2020. The following ratings are affected by the action: Assignments: Issuer: American Builders & Contractors Supply Co. Senior Unsecured Global Notes, Assigned B1 (LGD6) RATINGS RATIONALE ABC's Ba2 CFR reflects Moody's expectation of good operating performance, with EBITDA margin sustained in the range of 10% - 12.5%. Moody's also forecasts low leverage, with adjusted debt-to-LTM EBITDA remaining below 2.75x over the next two years, and interest coverage above 6.5x by late-2022. Very good liquidity over the next two years, generating robust free cash flow and having ample revolver, and end market dynamics that support growth further bolster the current ratings. Ongoing cash consumption for dividends, including tax payments, and the potential for a large debt financed acquisition are credit risks. Also, ABC operates in highly competitive markets. The stable outlook reflects Moody's expectation that ABC will uphold conservative financial policies, including reinvesting in the business with additional capital expenditures, avoiding transformative acquisitions while using some free cash flow for dividends. Very good liquidity and inelastic demand for roofing products further support the stable outlook. The B1 rating on ABC's proposed senior unsecured notes, two notches below the Corporate Family Rating, results from their subordination to almost $3.5 billion in secured debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: Debt-to-LTM EBITDA is sustained near 2.5x Preservation of very good liquidity Maintain conservative financial policies Factors that could lead to a downgrade: Debt-to-LTM EBITDA is maintained above 3.5x The company's liquidity profile deteriorates Aggressive acquisition or dividend initiatives The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. ABC Supply Co., Inc., headquartered in Beloit, Wisconsin, is one of the largest wholesale distributors of building materials in the US. Ms. Diane M. Hendricks through Diane M. Hendricks Enterprises, Inc. (DMHE) controls all the shares of the company. AMERICAN WOODMARK: Moody's Withdraws Ba1 CFR on Debt Redemption --------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of American Woodmark Corporation including the company's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating, Ba2 senior unsecured rating and stable outlook following the full redemption of its senior unsecured notes. Withdrawals: Issuer: American Woodmark Corporation Corporate Family Rating, Withdrawn, previously rated Ba1 Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated Ba2 (LGD5) Outlook Actions: Issuer: American Woodmark Corporation Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn all of American Woodmark's ratings following the company's complete redemption of all its outstanding 4.875% senior unsecured notes due 2026. American Woodmark Corp., headquartered in Winchester, Virginia, is a national manufacturer and distributor of cabinets. Revenue for the twelve months ended January 31, 2021 was about $1.7 billion. ANDREW JOSEPH BLANCHARD: Sale of 49% Bayou Membership Interest OK'd ------------------------------------------------------------------- Judge Meredith S. Grabill of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized the private sale proposed by Andrew Joseph Blanchard and Christine Laurent Blanchard, and Lewey Taylor, a party in interest in the proceeding, of the Debtors' 49% membership interest in Bayou Blue Hemp, LLC ("Company") to Mr. Taylor for $12,000. The Assignment of Membership Interest and consummation of the transactions contemplated thereunder are approved. The sale is free and clear of all liens, privileges, claims, interests and other encumbrances. On the sale closing, the Debtors' 49% membership interest, represented by Certificate Number 2, in the Company will be transferred to Mr. Taylor free and clear of all liens, privileges, claims, interests, and other encumbrances, regardless of whether such claims, interests, and encumbrances are paid in full by the Debtors. The encumbrances, if there be any, related to the Debtors' 49% membership interest in the Company, and to the extent not cancelled or erased under other or further order of the Court entered pursuant to a Rule to Show Cause filed by the Debtors, will attach to the sales proceeds. The Movant will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the FRBP and the LBR's and file a certificate of service to that effect within three days. Andrew Joseph Blanchard and Christine Laurent Blanchard sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12440) on Sept. 10, 2019. The Debtors tapped Robin R. DeLeo, Esq., as counsel. ANI PHARMACEUTICALS: Moody's Assigns First Time B2 CFR ------------------------------------------------------ Moody's Investors Service assigned ratings to ANI Pharmaceuticals, Inc. including a B2 Corporate Family Rating, B2-PD Probability of Default Rating, and a B2 rating to the senior secured credit facilities. Moody's also assigned an SGL-1 Speculative Grade Liquidity Rating. The outlook is stable. Proceeds from the $300 million senior secured term loan, together with equity financing, will be used to finance two acquisitions and refinance ANI's existing debt. ANI will acquire Novitium Pharmaceuticals and a portfolio of four branded dermatology products from Novartis AG's (A1 stable) Sandoz division ("Derm Assets"). The total purchase price for Novitium is $163.5 million plus earn-out payments worth up to $46.5 million. ANI expects the acquisition of Novitium to close in the second half of 2021, subject to regulatory approvals and approval from ANI shareholders. Ratings assigned: Issuer: ANI Pharmaceuticals, Inc. Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B2-PD Senior secured first lien term loan, assigned B2 (LGD4) Senior secured first lien revolving credit facility, assigned B2 (LGD4) Speculative Grade Liquidity Rating, assigned SGL-1 Outlook action: Assigned, stable outlook RATINGS RATIONALE ANI's B2 Corporate Family Rating reflects its small size compared with generic pharmaceutical peers, with pro forma revenue of less than $300 million. Further, all of ANI's revenues are generated in the US. ANI's debt/EBITDA is moderate, increasing to around 3.8x for the acquisitions of Novitium and the Derm Assets. Moody's believes that debt/EBITDA will decline towards 3.0x by the end of 2021 due to new products acquired from Novitium's pipeline which will more than offset declines in ANI's existing portfolio for the next couple of years. While not fully incorporated into Moody's projections, ANI has a large potential revenue opportunity with Cortrophin, for which it is currently seeking FDA approval. If approved, the product would compete directly with an on-market product, Acthar Gel, sold by Mallinckrodt Plc. If successful in its commercialization, the launch has the potential to add meaningful growth over the next few years. ANI expects to file Cortrophin for FDA approval in the second quarter of 2021. ANI's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation for very good liquidity over the next 12-15 months. ANI's reported cash at December 31, 2020 was approximately $8 million. Moody's forecasts about $40 million of free cash flow in 2021. ANI's liquidity will be supported by a new undrawn $40 million revolver that will expire in 2026. Mandatory term loan amortization is modest at 1% per year, or $3 million. Furthermore, ANI's proposed revolver will be subject to a financial maintenance covenant of a maximum total net leverage ratio of 4.75x with a 0.25x step down at the end of 2022 and 2023. The first lien credit facility contains incremental capacity up to the greater of $80m and 100% of pro forma adjusted EBITDA, plus uncapped amounts up to closing date total net leverage. Amounts up to the greater of $40m and 50% of Consolidated EBITDA may be incurred with an earlier maturity date than the initial term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit the transfer of material intellectual property or other property necessary in the operation of the company and its restricted subsidiaries' business. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees subject to protective provisions which permit guarantee releases if such transfer is undertaken for purposes other than releasing the guarantee or the guarantor is no longer a majority owned subsidiary of the company. The credit agreement provides some limitations on up-tiering transactions, including the requirement that 100% of the lenders consent to the subordination of the liens on the collateral securing the debt or the subordination of the right of payment of the secured obligations, other than with respect to capital lease obligations or purchase money indebtedness. The proposed terms and the final terms of the credit agreement may be materially different. ESG considerations are material to ANI's ratings. Social risks include high manufacturing and compliance standards at its various manufacturing facilities and exposure to drug price legislation that may limit future growth associated with its branded products. Governance considerations are moderate, reflecting management's acquisition strategy, partially offset by moderate financial leverage. ANI's stable outlook reflects Moody's view that the company will be able to sustainably grow revenue through a combination of new product launches and product acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include failure of ANI's acquired pipeline to materialize to successfully offset base portfolio erosion or if debt/EBITDA increases to above 5x. Factors that could lead to an upgrade of ANI's ratings include an increase in scale, further demonstration of sustained growth while maintaining conservative financial policies and maintaining debt/EBITDA below 3x. An approval and successful commercialization of Cortrophin would be a positive consideration. Headquartered in Baudette, Minnesota, ANI Pharmaceuticals, Inc. is a manufacturer of both generic and branded pharmaceutical drugs in the US. ANI also serves as a small, contract development and manufacturing organization ("CDMO"). Reported revenue for the twelve months ended December 31, 2020 approximated $208 million. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. APEG MAXEY: Lender Agrees to Cash Collateral Access --------------------------------------------------- Apeg Maxey LP and its secured lender, Specialty Credit Holdings, LLC, ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for entry of an order authorizing the Debtor to, among other things, use cash collateral to pay for essential expenditures. The Debtor requires the use of cash collateral on an interim, emergency basis to pay for certain essential expenses, which include the payroll expenses of its managing agent for employees working at the Debtor's apartment complex in Houston. The payment of these expenses is essential in order to ensure that the managing agent continues to manage the Property. The Debtor has three creditors in this case: (i) Specialty Credit Holdings, which holds a first priority deed of trust on the Property (subject to outstanding real estate taxes); (ii) the Harris County taxing authority, which is owed real estate taxes for 2020; and (iii) APEG Capital Reserve, which is an entity which is affiliated with the Debtor, and which advanced funds to the Debtor prepetition on an unsecured basis. Specialty Credit Holdings on September 26, 2016, made a loan to the Debtor in the original principal amount of $17,600,000. The Loan is evidenced by, among other things: (i) a promissory note dated September 26, 2016, which was made and signed by the Debtor and delivered to the Secured Lender in the original principal amount of $17,600,000, and which was thereafter amended and restated, and (ii) a loan agreement between the Debtor as borrower and the Lender as lender, dated September 26, 2016, which was amended pursuant to amendments to loan agreement, dated July 6, 2018, September 20, 2018 and December 26, 2018. The Lender's security interest in the Debtor's personal property was properly perfected through the filing of a UCC-1 financing statement with the Texas Security of State on September 28, 2016 (Filing Number 16-0032115342). The Secured Lender asserts the Debtor has been in default under the Loan Documents since at least March 2019 when it failed to pay the outstanding amounts due under the Loan by its maturity date, and the Debtor contests the validity of such default. As of the Petition Date, the total indebtedness due to the Lender under the Loan was at least $24,832,299.97, exclusive of reserves held by the Lender. The Debtor and Secured Lender have engaged in negotiations concerning the use of the rents, which are the Secured Lender's cash collateral. These negotiations resulted in the Debtor and Secured Lender's agreement to the Proposed Agreed Order. The Proposed Agreed Order will allow the Debtor to use cash collateral for the purposes set forth in an agreed budget, and provides a replacement lien to the Secured Lender, and a superpriority administrative claim in the event such lien proves inadequate, and provides for a reserve for real estate taxes and adequate protection payments to the Secured Lender to the extent the Debtor generates sufficient cash. A copy of the motion is available for free at https://bit.ly/3u1Iy0V from PacerMonitor.com. About APEG Maxey LP APEG Maxey, LP is the owner of an apartment complex commonly known as the Verandas at North Shore Apartments located at 666 Maxey Road, Houston, Texas 77013. The Property generates approximately $194,116.18 in revenue per month and monthly operating expenses, excluding debt service, are approximately $143,772.94. APEG Maxey sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-31246 on April 12, 2021. In the petition signed by Patreck Duke, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Jack D. Kraus, Esq., at THE KRAUS LAW FIRM is the Debtor's counsel. Specialty Credit Holdings, LLC, as Secured Lender, is represented by: Bruce J. Zabarauskas, Esq. 1722 Routh Street, Suite 1500 Dallas, TX 75201 Tel: (214) 969-2511 Fax: (214) 880-3105 E-mail: bruce.zabarauskas@tklaw.com ARMAOS PROPERTY: Wins Cash Collateral Access Thru May 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, has authorized Armaos Property Holdings, LLC and Olympic Hotel Corporation to use cash collateral on an interim basis through May 31, 2021, with a 10% variance. The Debtors require the use of cash collateral to pay business expenses necessary to avoid irreparable harm to their estates. The Debtors are party to several loan documents. As of the Petition Date, Access Point Financial, LLC and Small Business Financial Solutions, LLC made loans to the Debtors for which they received security interests, and the State of Connecticut Department of Labor, the State of Connecticut Department of Revenue Services and the Internal Revenue Service filed certain tax liens with respect to the personal property of Olympic. On November 9, 2016, the Connecticut DOL caused a Certificate of Tax Lien, filing #003148699, recorded with the Secretary of the State of Connecticut. The DOL tax lien was filed against all personal property of Olympic Hotel located within the State of Connecticut to secure the indebtedness of Olympic Hotel for unpaid unemployment tax contributions for the first through fourth quarters of 2014, the first through fourth quarters of 2015, and the first through third quarters of 2016. As of the petition date, the DOL claims that the amount remaining due pursuant to its tax lien was $72,331. On January 31, 2017, the Connecticut DRS caused a UCC-1 Financing Statement, filing # 0003196207, to be recorded with the Secretary of the State of Connecticut. The DRS Tax Lien was filed against "All goods, inventory, equipment, consumer goods, fixtures, accounts, chattel paper, instruments, documents, investment property, deposit accounts, commercial tort claims, and general intangibles situated in Connecticut and owned by the debtor" to secure unpaid Room Occupancy, Sales & Use and Withholding taxes owed by the debtor. As of the petition date, the DRS claims that the amount remaining due pursuant to its tax lien was $66,058. On February 6, 2018, for valuable consideration received, the Debtors executed a Promissory Note in favor of Access Financial in the original principal amount of $5,300,000. As of the Petition Date, Access Financial claims $5,825,701 was owed by the Debtors on account of the Real Estate Loan Note. To secure the Real Estate Loan Note, the Debtors executed a Fee and Leasehold Open End Mortgage Deed, Security Agreement and Fixture Filing in favor of Access Financial, dated February 6, 2018, and recorded on February 12, 2018, at Book 1196, Pages 107-141 of the Groton land records on real property known as 360 Route 12, Groton, Connecticut 06340. The Debtors acknowledge and admit that as of the Petition Date: (i) Access Financial claims the amount of $5,825,701 was owed by the Debtors on account of the Real Estate Loan Note and Access Financial claims the amount of $1,166,535 was owed by Debtors on account of the Equipment Loan Note; (ii) Access Financial claims that these Access Financial Prepetition Loan Obligations constitute legal, valid, binding, and non-avoidable obligations of the Debtors that are not subject to any challenge or defense. Access Financial has an interest in cash collateral as provided under sections 361 and 363 of the Bankruptcy Code. Rapid Advance was owed approximately $182,000 as of the Petition Date and also asserts an interest in Olympic's cash collateral. The DOL, DRS and IRS have filed tax liens with respect to the personal property of Olympic in the total amounts of $72,331.23, $66,058.87, and $224,092.17, respectively, and also assert interests in Olympic's cash collateral. In exchange for the preliminary use of Cash Collateral by the Debtors, and as adequate protection for the Secured Creditors' interests, the Secured Creditors are granted, subject to the Carve-Out: (1) a continuing post-petition lien and security interest in all prepetition property of the Debtors as it existed on the Petition Date of the same type against which the Secured Creditors held validly perfected liens and security interests as of the Petition Date, and (2) a continuing postpetition lien in all property acquired by the Debtors after the Petition Date of the same type against which the respective Secured Creditors held validly perfected liens and security interests as of the Petition Date, provided however that the Replacement Liens will not extend to any claims or causes of action arising under chapter 5 of the Bankruptcy Code, including the proceeds or property recovered in connection with the pursuit of any such Avoidance Actions. The Replacement Liens granted to the Secured Creditors will maintain the same priority, validity and enforceability as their respective security interests and/or liens had on the Prepetition Collateral and will be recognized only to the extent of any actual diminution in the value of the Prepetition Collateral resulting from the use of Cash Collateral pursuant to the Order. To the extent the Replacement Liens granted to any Secured Creditor are insufficient to compensate it for any actual diminution in value of the Cash Collateral, the Secured Creditor will be entitled to super-priority administrative claims. The hearing to consider further use of cash collateral will be held May 26 at 2 p.m. A copy of the order is available at https://bit.ly/3t68Z4i from PacerMonitor.com. About Armaos Property Holdings, LLC Armaos Property Holdings, LLC owns a 140-room hotel located in Groton, Conn., which is being operated by its sister company Olympic Hotel Corporation. Armaos and Olympic have been a family-owned business since the hotel opened in 1985. Armaos Property and Olympic Hotel filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Lead Case No. 19-20134) on Jan. 30, 2019. Michael C. Armaos, manager, signed the petitions. At the time of filing, Armaos Property was estimated to have assets and liabilities at $1 million to $10 million while Olympic Hotel was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James J. Tancredi oversees the cases. The Debtors are represented by James Berman, Esq., at Zeisler & Zeisler, P.C. BAYOU INTERMEDIATE II: Moody's Assigns 'B2' CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Bayou Intermediate II, LLC, the parent entity of Cordis. The rating agency also assigned B2 ratings to the company's senior secured revolving credit facility and term loan. The outlook is stable. Proceeds from the new debt will be used, along with equity, to finance the $988 million acquisition of Cordis by private equity firm Hellman & Friedman LLC. Ratings assigned: Bayou Intermediate II, LLC Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured revolving credit facility expiring 2026 at B2 (LGD3) Senior secured term loan due 2028 at B2 (LGD3) The outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating is constrained by the risks and complexities associated with the pending carve-out of Cordis from Cardinal Health. There is uncertainty as to the ultimate cost structure of the stand-alone company as well as the costs and time that it will take to achieve full independence from Cardinal. Time or cost overruns could result in higher leverage or weaker cash flow than currently contemplated in the rating. The rating is further constrained by Cordis' high financial leverage with pro forma debt to EBITDA of 6.4 times excluding synergies as of December 31, 2020. The rating is supported by the company's good market positions within several interventional cardiovascular device categories ranging from catheters and guidewires to closure devices. It also reflects the company's good product and geographic diversity. While the company's product categories are mature, with relatively low growth prospects, Moody's believes that over time there is potential for Cordis to enhance its product offering through product acquisitions. Hellman and Friedman, along with several other investors, will set up an independent research and development entity that will provide Cordis with the option to purchase new products. While this arrangement can enhance growth over time without exhausting Cordis' cash resources in the early years of the carve out, ultimately there will be a cost to this R&D that is not incorporated Moody's current projections. Lastly, the rating reflects Moody's expectation that Cordis will maintain good liquidity over the next 12-18 months. The stable outlook reflects Moody's expectation that the carve-out process will be relatively smooth, and without significant disruption to cash flow or customers. As a medical device company that makes interventional cardiovascular products, Cordis faces social risk particularly with respect to responsible production. For example, under Johnson & Johnson's ownership, Cordis experienced product recalls in 2013 relating to certain inferior vena cava (IVC) filters. The majority of the known potential liability associated with these IVC filters, primarily in the U.S. and Canada, will be retained by Cardinal Health while any future related international liability will remain with Cordis. Given the company's new private equity ownership, Moody's foresees aggressive financial policies being a key consideration to governance risk. As proposed, the new senior secured first lien credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. The facilities include incremental debt capacity up to the greater of $70 million and 100% of EBITDA, plus unlimited amounts so long as pro forma senior secured first lien leverage does not exceed 5.5 times (if pari passu secured). Amounts up to $105 million may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings downgrade could occur if the company's carve-out costs significantly exceed management's plan, such that either liquidity becomes strained or debt/EBITDA exceeds 6.5 times. Debt-funded distributions to shareholders or acquisitions could also cause the ratings to be downgraded. A ratings upgrade could occur if Cordis demonstrates an ability to generate consistently positive free cash flow while sustaining debt/EBITDA below 5.0 times. Smooth execution of the carve-out process and enhancements to scale and diversity could also support a ratings upgrade. Cordis is a manufacturer of interventional cardiovascular medical devices that is owned by private equity firm Hellman & Friedman. As of December 31, 2020, pro forma revenues are roughly $689 million. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. BEEBE RIVER: Files First Amended Reorganization Plan ---------------------------------------------------- Beebe River Business Park, LLC, filed with the Bankruptcy Court its First Amended Plan of Reorganization. The Plan proposes paying all non-insider creditors 100% of their allowed claims. Certain secured creditors (Class 1 creditor and Class 2 creditor) have already been paid from the proceeds of the sale of eight of the ten lots of real property the Debtor sold to 10 Shannon Drive, LLC. Payments to be made to creditors under the Plan, and pursuant to the promissory note to be issued, will come from a combination of both sale proceeds and the Debtor's post-petition earnings. The Debtor proposed the execution of a promissory note to pay for attorney's fees due to its counsel, after application and approval by the Court. The attorney's fees will also be paid with a combination of the sale proceeds, post-petition earnings, and attorney's fee retainer currently held by Debtor's counsel. The remaining claims to be paid under the Plan include Claims in Classes 3, 4, and 5, which are all unimpaired classes, and Class 6, which is impaired under the Plan. * Class 3. Secured Claims of the Town of Campton, New Hampshire for pre-petition, unpaid real estate taxes, secured by the Retained Lots * Class 4. Priority claim of James LaMontagne, the former Subchapter V trustee * Class 5. Unsecured Non-Insider Creditors * Class 6. Claims of Unsecured Insider Creditors. Class 6 consists of all unsecured claims held by insiders against the Debtor at $3,500. Class 6 will receive a distribution of $100 under the Plan. Class 7 Equity Interest of Jeffrey J. Andrews in the Debtor is unimpaired. On the Effective Date, Mr. Jeffrey Andrews will retain his position as the Debtor's manager. A copy of the First Amended Plan is available at https://bit.ly/3t7rpSp from PacerMonitor.com free of charge. About Beebe River Business Park Based in Campton, N.H., Beebe River Business Park, LLC filed a voluntary Chapter 11 petition (Bankr. D.N.H. Case No. 20-10210) on Feb. 26, 2020, listing under $1 million in both assets and liabilities. The Debtor previously filed a petition for relief on Aug. 15, 2018 (Bankr. D.N.H. Case No. 18-11103. Judge Bruce A. Harwood oversees the case. Ryan M. Borden, Esq., at Ford, McDonald, McPartlin & Borden, P.A., is the Debtor's legal counsel. Counsel for the Debtor: Edmond J. Ford, Esq. Ryan M. Borden, Esq. FORD, McDONALD, McPARTLIN & BORDEN, P.A. 10 Pleasant Street, Suite 400 Portsmouth, NH 03801 Telephone: 603-373-1600 Facsimile: 603-242-1381 E-mail: eford@fordlaw.com rborden@fordlaw.com BEEBE RIVER: Plan Confirmation Hearing Set for June 16 ------------------------------------------------------ The Bankruptcy Court will consider confirmation of the First Amended Chapter 11 Plan of Beebe River Business Park, LLC on June 16, 2021, at Courtroom A of the U.S. Bankruptcy Court for the District of New Hampshire. About Beebe River Business Park Based in Campton, N.H., Beebe River Business Park, LLC filed a voluntary Chapter 11 petition (Bankr. D.N.H. Case No. 20-10210) on Feb. 26, 2020, listing under $1 million in both assets and liabilities. The Debtor previously filed a petition for relief on Aug. 15, 2018 (Bankr. D.N.H. Case No. 18-11103. Judge Bruce A. Harwood oversees the case. Ryan M. Borden, Esq., at Ford, McDonald, McPartlin & Borden, P.A., is the Debtor's legal counsel. Counsel for the Debtor: Edmond J. Ford, Esq. Ryan M. Borden, Esq. FORD, McDONALD, McPARTLIN & BORDEN, P.A. 10 Pleasant Street, Suite 400 Portsmouth, NH 03801 Telephone: 603-373-1600 Facsimile: 603-242-1381 E-mail: eford@fordlaw.com rborden@fordlaw.com BLACKSTONE DEVELOPERS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Blackstone Developers, LLC 205 S. Main Red Oak, TX 75154 Case No.: 21-41055 Business Description: Blackstone Developers, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Northern District of Texas Judge: Hon. Mark X. Mullin Debtor's Counsel: Marilyn D. Garner, Esq. LAW OFFICE OF MARILYN GARNER 2001 East Lamar Blvd., Suite 200 Arlington, TX 76006 Tel: (817) 505-1499 E-mail: mgarner@marilyndgarner.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Randy R. Shelly as agent. 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/LEJTWXA/Blackstone_Developers_LLC__txnbke-21-41055__0001.0.pdf?mcid=tGE4TAMA BOSTON DONUTS: Cash Collateral Hearing Continued to May 13 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has continued to May 13, 2021, the hearing to consider the use of cash collateral by Boston Donuts, Inc. and its affiliates. The hearing is set for 10:30 a.m. The continued hearing will be conducted by telephone. Objections are due May 10. The Debtors are authorized to use cash collateral on the same terms and conditions as set forth in the Ninth Order dated February 25, 2021, as modified by the amended budget filed on March 22 through the earlier of a further court order of the continued hearing. If no opposition is filed by the extended deadline, the Court may enter an order on further use of cash collateral without the necessity of the continued hearing. The Debtors' counsel is also cautioned to seek to extend deadlines before their expiration. A copy of the order is available at https://bit.ly/3eXLl59 from PacerMonitor.com. About Boston Donuts, Inc. Boston Donuts, Inc., generates revenues by manufacturing and selling donuts. The Company sought Chapter 11 protection (Bankr. D. Mass. Lead Case No. 19-41141) on July 11, 2019, along with its debtor-affiliates Costa Cafe Inc., Maple Avenue Donuts, Inc., W&E Trust, Inc., and EOR Holding Corporation. Their cases are jointly administered. Judge Christopher J. Panos oversees the case. James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., represents the Debtors as counsel. BRAZOS ELECTRIC: Vinson & Elkins Represents Co-Op Group ------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Vinson & Elkins LLP submitted a verified statement to disclose that it is representing the Ad Hoc Group of member-owner distribution cooperatives in the Chapter 11 cases of Brazos Electric Power Cooperative, Inc. As of April 28, 2021, members of the Ad Hoc Group and their disclosable economic interests are: Bartlett Electric Cooperative, Inc. 27492 State Highway 95 Bartlett, TX 76511 * Membership Interest: 1/16 * Patronage Capital Allocation: 1.5% Comanche County Electric Cooperative Association 349 Industrial Blvd. P.O. Box 729 Comanche, TX 76442 * Membership Interest: 1/16 * Patronage Capital Allocation: 2.0% Cooke County Electric Cooperative Association, Inc. d/b/a PenTex Energy 11799 US-82 P.O. Box 530 Muenster, TX 76252 * Membership Interest: 1/16 * Patronage Capital Allocation: 3.6% Hamilton County Electric Cooperative Association 103 Gateway Circle P.O. Box 486 Gatesville, TX 76528 * Membership Interest: 1/16 * Patronage Capital Allocation: 1.8% Heart of Texas Electric Cooperative, Inc. 1111 Johnson Drive P.O. Box 357 McGregor TX 76657 * Membership Interest: 1/16 * Patronage Capital Allocation: 3.2% J-A-C Electric Cooperative, Inc. 1784 FM 172 Henrietta, TX 76365 * Membership Interest: 1/16 * Patronage Capital Allocation: 0.9% Navasota Valley Electric Cooperative, Inc. 2281 US-79 P.O. Box 848 Franklin, TX 77856 * Membership Interest: 1/16 * Patronage Capital Allocation: 3.2% Wise Electric Cooperative, Inc. 1900 N. Trinity St. P.O. Box 269 Decatur, TX 76234 * Membership Interest: 1/16 * Patronage Capital Allocation: 4.3% Counsel for the Ad Hoc Group of Member-Owner Distribution Cooperatives can be reached at: Harry A. Perrin, Esq. Michael A. Garza, Esq. Kiran Vakamudi, Esq. VINSON & ELKINS LLP 1001 Fannin Street, Suite 2500 Houston, TX 77002 Tel: (713) 758-2222 Fax: (713) 758-2346 E-mail: hperrin@velaw.com mgarza@velaw.com kvakamudi@velaw.com - and - Jordan W. Leu, Esq. VINSON & ELKINS LLP 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: (214) 220-7700 Fax: (214) 220-7716 E-mail: jleu@velaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3xzxv0Z Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP as its bankruptcy counsel; Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel; Collet & Associates LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. BURN FITNESS: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relied under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Burn Fitness, LLC 21-43828 2576 S. Adams Road Rochester, MI 48309 Burn Fitness-2, LLC 21-43840 1185 W. 14 Mile Clawson, MI 48017 Burn Fitness-3, LLC 21-43844 33523 W. 8 Mile, #M3 Livonia, MI 48152 Business Description: Burn Fitness operates health and fitness center. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Eastern District of Michigan Judge: Hon. Mark A. Randon Debtors' Counsel: Julie Beth Teicher, Esq. MADDIN, HAUSER, ROTH & HELLER, P.C. 28400 Northwestern Hwy., 2nd Floor Southfield, MI 48034 Tel: 248-351-7059 Email: jteicher@maddinhauser.com Burn Fitness' Estimated Assets: $500,000 to $1 million Burn Fitness' Estimated Liabilities: $1 million to $10 million Burn Fitness-2's Estimated Assets: $500,000 to $1 million Burn Fitness-2's Estimated Liabilities: $1 million to $10 million Burn Fitness-3's Estimated Assets: $500,000 to $1 million Burn Fitness-3's Estimated Liabilities: $1 million to $10 million The petitions were signed by Alyssa Tushman, manager and authorized agent. Copies of the Debtors' largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DR4G6CI/Burn_Fitness_LLC__miebke-21-43828__0003.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SXXTSLQ/Burn_Fitness-2_LLC__miebke-21-43840__0003.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/D75V3EQ/Burn_Fitness-3_LLC__miebke-21-43844__0003.0.pdf?mcid=tGE4TAMA Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DJLEQ4I/Burn_Fitness_LLC__miebke-21-43828__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SMDG6FI/Burn_Fitness-2_LLC__miebke-21-43840__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DUH5SCQ/Burn_Fitness-3_LLC__miebke-21-43844__0001.0.pdf?mcid=tGE4TAMA BYRNA TECHNOLOGIES: To Effect Reverse Common Stock Split -------------------------------------------------------- Byrna Technologies Inc.'s Board of Directors has determined to complete a reverse stock split (also referred to as a consolidation) of the Company's issued shares of common stock on the basis of one (1) post-consolidation common share for every 10 pre-consolidation shares of common stock. The Board of Directors determined the reverse stock split is necessary in order for the Company to meet certain requirements for listing on a national exchange. "This reverse split is an important step in our growth," stated CEO Bryan Ganz. "Listing our shares on a national exchange will provide Byrna with greater exposure and visibility to the market, and provide investors with greater liquidity and ultimately, we believe, greater shareholder value." Effective April 27, 2021, with a record date April 28, 2021, the Company expects to begin trading the shares on the Canadian Securities Exchange and the OTCQB on a post-consolidation basis under its existing name and ticker symbol. The new CUSIP and ISIN for the Shares are 12448X 201 and US12448X2018, respectively. The Company currently has 205,629,938 shares of common stock issued and outstanding shares of common stock and on completion of the reverse stock split there are expected to be 20,562,993 issued and outstanding shares of common stock (assuming there are no issuances of shares upon the exercise of convertible securities). The Company will pay stockholders entitled to fractional shares fair value in cash in lieu of issuing fractional shares. The Company will not change its name or ticker symbol in connection with the reverse stock split. Stockholder approval of the reverse stock split was obtained at the Company's annual and special meeting held on Nov. 19, 2020. A letter of transmittal will be mailed to registered stockholders providing instructions to surrender the certificates evidencing the pre-consolidation shares held in exchange for replacement certificates or Direct Registration Advice representing the number of post-consolidation shares to which they are entitled as a result of the reverse stock split. Until surrendered, each certificate representing pre-consolidation shares will be deemed for all purposes to represent the number of whole post-consolidation shares to which the holder thereof is entitled because of the reverse stock split. Stockholders who hold their pre-consolidation shares in brokerage accounts or in "street name" are not required to take any action to surrender or exchange the pre-consolidation shares so held. 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. CAMBER ENERGY: Borrows Additional $2.5M from Institutional Investor ------------------------------------------------------------------- As previously disclosed in the Current Report on Form 8-K of Camber Energy, Inc. filed on Dec. 23, 2020, on Dec. 23, 2020, Camber (i) borrowed $12,000,000 from an institutional investor; (ii) issued the Investor a promissory note in the principal amount of $12,000,000, accruing interest at the rate of 10% per annum and maturing Dec. 11, 2022; and (iii) granted the Investor a first-priority security interest in Camber's shares of Viking Energy Group, Inc. and Camber's other assets pursuant to a Security Agreement-Pledge and a general security agreement. On April 23, 2021, Camber (i) borrowed an additional $2,500,000 from the Investor; (ii) issued the Investor a promissory note in the principal amount of $2,500,000, accruing interest at the rate of 10% per annum and maturing Dec. 11, 2022; and (iii) granted the Investor a first-priority security interest in Camber's shares of Viking and Camber's other assets pursuant to a Security Agreement-Pledge and a general security agreement to secure payment of the Third Investor Note, the Second Investor Note, and Camber's original $6,000,000 note issued to the Investor dated Dec. 11, 2020. The Investor may convert amounts owing under the Third Investor Note into shares of common stock of Camber at a fixed price of $1.00 per share, subject to beneficial ownership limitation Acknowledgment Agreement On or about April 19, 2021, Camber entered into an acknowledgment agreement with the Investor acknowledging, among other things, that (a) the Investor has complied with its obligations under Camber's prior agreements with the Investor, (b) all delivery notices and calculations provided by the Investor to Camber in connection with the Investor's conversions of Camber's Series C Convertible and Redeemable Preferred Stock into common stock were correct, (c) a "Trigger Event" under Camber's Series C Preferred Stock designation has occurred and the Company previously breached a prior agreement with the Investor such that the Company cannot exercise certain early redemption rights under the Designation, and (d) all of the required "Equity Conditions" defined in the Designation are not currently met, thus extending the period within which the Investor can determine Camber's lowest daily volume weighted average price for the purpose of calculating Conversion Premiums due to the Investor on the conversion of the Series C Preferred Stock. About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $11.79 million in total assets, $1.61 million in total liabilities, $6 million in preferred stock (series C), and $4.18 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CAMBER ENERGY: Has 42.1M Outstanding Common Shares as of April 27 ----------------------------------------------------------------- As of April 27, 2021, Camber Energy, Inc. had outstanding approximately 42,050,780 shares of common stock. Since March 18, 2021, approximately 6,655,641 shares were issued to an institutional investor in connection with conversions of Series C Convertible Preferred Stock held by such investor pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and Rule 144 promulgated thereunder. About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $11.79 million in total assets, $1.61 million in total liabilities, $6 million in preferred stock (series C), and $4.18 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CANADIAN RIVER: Seeks to Hire Munsch Hardt as Legal Counsel ----------------------------------------------------------- Canadian River Ranch, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Munsch Hardt Kopf & Harr, P.C. as its legal counsel. The firm will render these services: a. serve as attorneys of record for the Debtor in all aspects, including any adversary proceedings commenced in connection with its Chapter 11 case, and provide legal advice to the Debtor throughout the case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code; c. consult with the U.S. trustee, any statutory committee that may be formed, and all other creditors and parties in interest concerning administration of the bankruptcy case; d. assist in the potential sale of the Debtor's assets; e. prepare legal papers; f. assist the Debtor in connection with the formulation and confirmation of a Chapter 11 plan; g. assist the Debtor in analyzing the claims of creditors; h. appear before the bankruptcy court, any appellate courts or other courts having jurisdiction over any matter associated with the case; i. defend the Debtor against actions and claims made against it and its property; and j. perform other legal services. Munsch Hardt's hourly rates are as follows: Davor Rukavina, Shareholder $550 per hour Thomas Berghman, Shareholder $450 per hour An Nguyen, Associate $350 per hour The firm received a retainer in the amount of $20,000. Thomas Berghman, Esq., a shareholder of Munsch Hardt, disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Davor Rukavina, Esq. Thomas D. Berghman, Esq. Munsch, Hardt, Kopf & Harr, P.C. 500 North Akard St., Ste. 3800 Dallas, TX 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 Email: drukavina@munsch.com Email: tberghman@munsch.co About Canadian River Ranch Canadian River Ranch, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-60163) on April 9, 2021. The case is jointly administered with the Chapter 11 case (Bankr. W.D. Texas Case No. 21-60162) filed by Daryl Smith, the Debtor's managing member. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Munsch, Hardt, Kopf & Harr, P.C. represents the Debtor as legal counsel. CANTERA COURT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Cantera Court Complex, Inc. d/b/a BMW Creative Homes; d/b/a Castilian Royale Event Center 9802 McPherson Rd., Suite 111 Laredo, TX 78045 Business Description: Cantera Court Complex, Inc. is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-50044 Debtor's Counsel: Catherine S. Curtis, Esq. PULMAN, CAPPUCCIO & PULLEN, LLP 6316 N. 10th St., Bldg. A, Ste. 102 McAllen, TX 78504 Tel: (956) 467-1900 Fax: (956) 331-2815 Email: ccurtis@pulmanlaw.com Debtor's Accountant: GREG T. MURRAY, PLLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Lee Benavides, director. 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/KR6ETHQ/Cantera_Court_Complex_Inc__txsbke-21-50044__0001.0.pdf?mcid=tGE4TAMA CARBONLITE HOLDINGS: Committee Hires Blank Rome as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Carbonlite Holdings LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain Blank Rome, LLP. Blank Rome will serve as co-counsel with Hogan Lovells US LLP, the other firm representing the committee in the Debtors' Chapter 11 cases. The firm will assume the duties typically performed by Delaware local counsel and will assist Hogan Lovells in this regard. Blank Rome will be paid at these rates: Stanley B. Tarr $730 per hour Gregory F. Vizza $680 per hour Jose Bibiloni $525 per hour B. Nelson Sproat $470 per hour Lawrence R. Thomas $325 per hour Partners $540 to $1,345 per hour Associates $405 to $775 per hour Paraprofessionals $200 to $495 per hour Michael Schaedle, Esq., a partner at Blank Rome, 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. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schaedle disclosed that: -- Blank Rome 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; -- Blank Rome has not represented the committee in the 12 months prior to the Debtors' Chapter 11 filing; and -- Blank Rome is preparing a proposed staffing plan and budget for approval by the committee. Blank Rome can be reached at: Michael B. Schaedle, Esq. Blank Rome LLP 1201 N. Market Street, Suite 800 Wilmington, DE 19801 Tel: (302) 425-6400 Fax: (302) 425-6464 Email: schaedle@blankrome.com About CarbonLite Holdings CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC is the financial advisor. CARBONLITE HOLDINGS: Committee Taps Hogan Lovells as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Carbonlite Holdings LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain Hogan Lovells US, LLP as its legal counsel. The firm will render these services: a. advise the committee with respect to its rights, powers, and duties in the Debtors' Chapter 11 cases; b. participate in in-person, video conference and telephonic meetings of the committee and subcommittees formed thereby; c. assist and advise the committee in its meetings and negotiations with the Debtors and other parties in interest regarding the cases; d. assist the committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests, and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; e. assist with the committee's review of the Debtors' schedules of assets and liabilities, statements of financial affairs, and other financial reports prepared by the Debtors; f. assist the committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; g. assist the committee in its analysis of, participation with, and negotiations with the Debtors or any third party related to financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; h. assist the committee in its analysis of, and negotiations with the Debtors or any third party related to the formulation, confirmation, and implementation of any Chapter 11 plan and all documentation related thereto; i. assist and advise the committee with respect to communications with the general creditor body; j. respond to inquiries from individual creditors as to the status of, and developments in, the cases; k. represent the committee at court hearings and other proceedings; l. review and analyze legal documents filed with the court; m. assist the committee in its review and analysis of, and negotiations with the Debtors and their non-debtor affiliates related to, intercompany claims and transactions; n. review and analyze third party analyses or reports prepared in connection with the Debtors' potential claims and causes of action, advise the committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the committee; o. advise the committee with respect to applicable federal and state regulatory issues; p. assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings; and q. perform other legal services. The hourly rates of Hogan Lovells' professionals are as follows: David P. Simonds, Partner $1,550 Kevin Carey, Partner $1,550 Erin N. Brady, Partner $1,170 Edward J. McNeilly, Sr. Associate $875 Rahmon J. Brown, Law Clerk $835 Jennifer Y. Lee, Associate $770 Tracy Southwell, Paralegal $490 In addition, Hogan Lovells will seek reimbursement of expenses incurred. David Simonds, Esq., a partner at Hogan Lovells, disclosed in court filings that his firm is a "disinterested person" as 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. Simonds disclosed that: -- Hogan Lovells 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; -- Hogan Lovells has not represented the committee in the 12 months prior to the Debtors' Chapter 11 filing; and -- Hogan Lovells is developing a prospective budget and staffing plan for the committee's review and approval. The firm can be reached through: Erin N. Brady, Esq. David P. Simonds, Esq. Edward McNeilly, Esq. Hogan Lovells US, LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 Email: erin.brady@hoganlovells.com david.simonds@hoganlovells.com edward.mcneilly@hoganlovells.com About CarbonLite Holdings CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC is the financial advisor. CARBONLITE HOLDINGS: Committee Taps Province as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Carbonlite Holdings, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain Province, LLC as its financial advisor. The firm's services include: a. becoming familiar with and analyzing the debtor-in-possession budgets, assets and liabilities, and overall financial condition of the Debtors; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, reviewing bidding procedures, stalking horse bids and asset purchase agreements, interfacing with the Debtors' professionals, and advising the committee regarding the process; d. scrutinizing the economic terms of various agreements; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing avoidance actions and claim analyses; h. assisting the committee in reviewing the Debtors' financial reports; i. advising the committee on the current state of the Debtors' Chapter 11 cases; j. advising the committee in negotiations with the Debtors and third parties as necessary; k. participating as a witness in hearings before the court if necessary; and l. other activities agreed to by Province and approved by the committee and its legal counsel. The firm will be paid at these rates: Managing Directors and Principals $740 - $1,050 per hour Vice Presidents, Directors, and Senior Directors $520 - $740 per hour Analysts, Associates, and Senior Associates $250 - $520 per hour Paraprofessionals $185 - $225 per hour Edward Kim, a managing director at Province, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward Kim Province, LLC 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: +1 (702) 685-5555 Email: ekim@provincefirm.com About CarbonLite Holdings CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC is the financial advisor. CARLA'S PASTA: Court Authorizes Sale of Substantially All Assets ---------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Carla's Pasta, Inc., and Suri Realty, LLC, to sell substantially all assets. The sale is free and clear of the liens referenced in Schedule 4.10 of the Asset Purchase Agreement and those claims and interests delineated in the Sale Order. As the Debtors' Motion otherwise fails to comply with L. Rule 6004-1, the Court respectfully declines to issue a wide ranging free and clear order at variance therewith. The noncompliance with the aforementioned Local Rule, and the resulting failure to identify affected parties, implicates fundamental fairness, due process and the right to be heard. Without such compliance, the Court cannot fulfill its obligation to determine, with particularity, which parties might require adequate protection under 11 U.S.C. Section 363(e) and which affected parties are unable to advance their positions. Upon an appropriate showing under 11 U.S.C. Section 363(e), the requirements of adequate protection are mandatory. Notwithstanding anything to the contrary provided in therein, the Sale Order, the Ruling and the APA will not release or nullify any liability that the Purchaser may have to any government entity or police or regulatory authority. To the extent the Committee of Unsecured Creditors persists in its request for enhanced access to the Purchaser beyond the protections afforded to it and the Debtors with regard to access to records, such a request is denied. There are reasonable protections and access rights contained in the APA and sufficient compulsory process exists should requests for voluntary assistance prove unavailing. The prospects for interference with efforts to revitalize this business must be duly balanced with the Committee's desire for information. For the avoidance of doubt and without limiting the foregoing, the alleged mechanic's liens asserted by The Dennis Engineering Group, LLC and Elm Electrical with respect to the Real Property will not be, and will not be deemed to be, Permitted Encumbrances, and the Sale will be free and clear of any Claim or Interest with respect thereto. The Objection by Sodexo Operations, LLC to Proposed Cure Amount in Connection with the Assumption and Assignment of Contracts and Reservation of Rights with Respect to Proposed Purchaser of Assets is resolved as between the Debtors, the Purchasers and Sodexo Operations, LLC pursuant to the terms and conditions of that certain side letter dated as of April 19, 2021, which sets forth, among other terms, the Cure Payment to be paid to Sodexo at the Closing of the sale in the amount of $830,744.93. Sprague Operating Resources LLC is authorized to provide immediate notice to Eversource that the Debtors no longer wish to have Sprague supply natural gas to Debtors under the terms of the three natural gas supply agreements between Sprague and the Debtor. The intent of the foregoing is to ensure that Sprague's supply of natural gas pursuant to the Natural Gas Agreements ceases by no later than June 1, 2021. If the Purchasers consume any natural gas provided by Sprague (as opposed to gas supplied by another provider, such as Eversource) post-Closing Date pursuant to the Natural Gas Agreements, then the Purchasers will pay on demand from the Debtors (which demand will be accompanied by copies of the applicable Sprague invoices) the amount due for all natural gas supplied to them by Sprague from the Closing Date through the date on which Sprague no longer supplies natural gas pursuant to the Natural Gas Agreements. The Debtors will promptly remit to Sprague all amounts it receives from the Purchasers for Sprague Gas. Sprague will send a detailed invoice to the Debtors showing all charges incurred on a daily basis to enable the Debtors to allocate natural gas usage between the Debtors and the Purchasers for the period prior to, on and after the Closing Date, if any. The Debtors will promptly make demand on the Purchasers for all amounts due to Sprague for Sprague Gas. Nothing contained in the Order will excuse the Debtors from timely performing their obligations to Sprague pursuant to the terms of the Natural Gas Agreements prior to the Closing Date. The Order does not authorize the Debtors to assume to assume and assign to any Purchaser or Back-up Bidder any of the insurance policies or any related agreements issued at any time by any of ACE American Insurance Co., Westchester Surplus Lines Insurance Co., Federal Insurance Co., Pacific Indemnity Co., Vigilant Insurance Co., Great Northern Insurance Co. or any other their respective U.S.-based affiliates or successors. Except as expressly provided in the Order, all parties in interest reserve all other rights, claims and arguments concerning the Chubb Insurance Contracts. About Carla's Pasta Carla's Pasta was founded in 1978 by Carla Squatrito and is a family-owned and operated business and is headquartered in South Windsor, Connecticut. Carla's Pasta manufactures high-quality food products including pasta sheets, tortellini, ravioli, and steam bag meals for branded and private label retail, foodservice distributors, and restaurant Carla's Pasta's stock is held by members of the Squatrito family. On Dec. 31, 2016, Carla's Pasta acquired 100% of Suri Realty, LLC's membership interests. Suri's business is limited to the ownership of two adjoining parcels of real property with an address of 50 Talbot Lane, South Windsor, Connecticut, and 280 Nutmeg Road, South Windsor, Connecticut. Carla's Pasta operates its business from an approximately 150,000-sq. ft. BRC+ certified production facility. On Oct. 29, 2020, an involuntary petition for relief under Chapter 7 of the Bankruptcy Code was filed against Suri by the Dennis Group, HJ Norris, LLC, Renaissance Builders, Inc., and Elm Electrical, Inc. On Dec. 17, 2020, the Court approved Suri's request and converted the involuntary Chapter 7 case to a Chapter 11. Carla's Pasta filed a Chapter 11 petition (Bankr. D. Conn. Case No. 21-20111) on Feb. 8, 2021. The Debtor estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. The law firm of Locke Lord LLP is the Debtors' counsel. Cowen & Co is the Debtors' investment banker. Sandeep Gupta of Nova Advisors is the Debtors' CRO. CBAC PROPERTIES: $1.35M Sale of Welasco Property to HGL Approved ---------------------------------------------------------------- Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas authorized CBAC Properties, Ltd's sale of the real property described as all of Lot 1A, Re-Subdivision of Lot 1, Miller Commercial Subdivision, an Addition to the City of Weslaco, Hidalgo County, Texas, as per map recorded in Volume 36, Page 186A, Map Records of Hildago County, Texas, on 2.53 acres, with the address of 1502 W. Pike Boulevard, in Weslaco, Texas, to HGL Opportunity, LLC, for $1.35 million, on the terms and conditions set forth in the Contract for Sale. The sale is free and clear of liens, claims and encumbrances, with liens, claims and encumbrances attaching to the proceeds of sale, in accordance with the requests set forth in the Motion; provided however that the ad valorem tax liens which secure payment of the 2021 ad valorem taxes will be retained until such time or the 2021 ad valorem taxes are fully paid by the purchaser when they become due. The Debtor is authorized at closing to pay usual and customary closing fees and costs, including attorneys' fees, survey costs, realtor fees (4%), title policy costs, all delinquent ad valorem property taxes, as well as prorated ad valorem property taxes for 2021 on the Property and to pay off Rio Bank's allowed first lien claim, along with a partial payment (consisting of the net sales proceeds) to Oﬁlia A. Saenz's towards her second lien claim. The remaining proceeds of sale (if any) will be deposited into the registry of the Court, for further determination by the Court. The stay provided under FRBP 6004(h) is waived. About CBAC Properties, Ltd CBAC Properties, Ltd. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). CBAC Properties sought Chapter 11 protection (Bankr. S.D. Texas Case No. 20-70233) on Aug. 3, 2020. At the time of the filing, Debtor disclosed estimated assets of $1 million to $10 million and estimated liabilities of the same range. Judge Eduardo V. Rodriguez oversees the case. Langley & Banack, Inc., is the Debtor's legal counsel. CENTURY TOWNHOMES: Price Owners Want New By-Laws Terms Clarified ---------------------------------------------------------------- Clairton Community Properties, LLC, and Kurt Price, parties in interest, submitted limited objections to the Disclosure Statement Accompanying the Plan of Reorganization of Debtor Century Townhomes Association, Inc. Clairton Community Properties and Mr. Price (sometimes collectively referred to as the "Price Owners") own 180 parcels located in the Century Townhomes housing development located in Clairton, Pennsylvania, over which Debtor Century Townhomes Association, Inc. serves as the homeowners' association. The Price Owners submit that the proposed Plan of Reorganization lacks sufficient information regarding the execution and implementation of the Plan of Reorganization (as set forth in Article VI of the Plan entitled "Means of Execution and Implementation") and therefore raises concerns to units/parcel owners situated as the Price Owners are. The Price Owners seek clarification as to the steps the leadership of the Reorganized Debtor will take to include not just the residents of the Townhomes but also the landlords/owners of the units/parcels in said leadership's decisions. Clarification is also sought concerning any intended terms of the new By-laws and any impairment of the ownership rights of the landlords/owners that may be contemplated. The Price Owners believe that the actions to be taken by the leadership of the Reorganized Debtor and the Amended By-laws will be consistent with Pennsylvania law and will not deprive the landlords/property owners of their property ownership rights as they are currently established under Pennsylvania law. However, to the extent the provisions of the Plan of Reorganization (and accompanying Disclosure Statement) can be construed to permit a change in the property ownership rights of the existing landlord/property owners, objections thereto are stated. A full-text copy of the Price Owners' objection dated April 27, 2021, is available at https://bit.ly/3ub4oPu from PacerMonitor.com at no charge. Counsel for Clairton and Kurt Price: Samuel R. Grego, Esquire Tara H. Rice, Esquire DICKIE, MCCAMEY & CHILCOTE, P.C. Two PPG Place – Suite 400 Pittsburgh, Pennsylvania 15222 Telephone: (412) 392 5507 E-mail: sgrego@dmclaw.com trice@dmclaw.com About Century Townhomes Association Century Townhomes Association is a Pennsylvania non-profit corporation that operates a homeowners association for residential townhomes located in Clairton, Pennsylvania, known as Century Townhomes. Century Townhomes was a project of Action Housing, Inc., designed to provide affordable housing in the City of Clairton. The development consists of over 425 residential townhomes, owned by individual homeowners, landlords who rent units to leaseholders, and a non-profit organization that provides housing to individuals with disabilities in its units. Century Townhomes Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21925) on May 10, 2018. In the petition signed by Eric Hatchett, president, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. Judge Jeffery A. Deller is the presiding judge. The Debtor hired Campbell & Levine, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CHARGING BEAR: Seeks Approval to Hire Dakil as Auctioneer --------------------------------------------------------- Charging Bear, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Oklahoma City-based Dakil Auctioneers, Inc. to sell its real property. Dakil Auctioneers will receive a 6 percent commission on the gross sale price of the property. As disclosed in court papers, Dakil Auctioneers is a disinterested party within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Louis Dakil Dakil Auctioneers, Inc. 200 NW 114th St. Oklahoma City, OK 73114 Phone: 405-751-6179/405-266-2709 Fax: 405-752-9669 About Charging Bear Charging Bear LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the owner of fee simple title to certain parcels located in Oklahoma City, Okla., having an appraised value of $3.4 million. Charging Bear sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-13610) on Nov. 11, 2020. Charles V. Long, Jr., managing member, signed the petition. In the petition, the Debtor disclosed total assets of $3,400,544 and total liabilities of $4,081,531. Douglas N. Gould, PLC is the Debtor's legal counsel. CHINA FISHERY: Auction of CFGI Equity Interests Set for June 28 --------------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures proposed by William A. Brandt, Jr., the Chapter 11 Trustee to CFG Peru Investments Pte. Limited (Singapore), in connection with the auction sale of CFG Peru Singapore's direct equity interest in CFG Investments S.A.C. ("CFGI") and indirect equity interests in several non-Debtor subsidiaries of CFGI. The Chapter 11 Trustee will provide all Indicative Bid Materials received before 5:00 p.m. (ET) on June 1, 2021, to Houlihan Lokey by 12:00 p.m. (ET) on June 2, 2021. He will file a notice with the Court on June 2, 2021 indicating whether Conforming Indicative Bids have been received and cancelling one of the below scheduled confirmation hearing dates, as applicable. If the Chapter 11 Trustee does not provide Indicative Bid Materials reflecting at least one (1) Conforming Indicative Bid to Houlihan Lokey by 12:00 p.m. (ET) on June 2, 2021, then the confirmation hearing will occur on June 9, 2021 at 11:00 a.m. (ET). If he does provide Indicative Bid Materials reflecting at least one Conforming Indicative Bid to Houlihan Lokey by 12:00 p.m. (ET) on June 2, 2021, then the confirmation hearing will occur on June 29, 2021 at 11:00 a.m. (ET). The Bid Deadline is June 25, 2021 at 5:00 p.m. (E). The bid is accompanied by a deposit equal to 10% of the cash purchase price set forth in the Marked Agreement. If more than one Qualified Bid is received by the Bid Deadline as set forth in the Auction and Sale Hearing Notice, the Chapter 11 Trustee will conduct the Auction. If one or fewer Qualified Bids are received by the Bid Deadline, the Chapter 11 Trustee will not conduct the Auction. The Chapter 11 Trustee will file a notice with the Court by June 27, 2021 indicating whether Qualified Bids were received. The Auction, if necessary pursuant to the terms of the Order and the Bidding Procedures, will take place virtually at 10:00 a.m. (ET) on June 28, 2021 at 10:00 a.m. (ET), or such other time as the Chapter 11 Trustee, in consultation with the advisors of the Creditor Plan Proponents, may notify Qualified Bidders who have submitted Qualified Bids. The Creditor Plan Proponents and their advisors and the Senior Notes Trustee and its advisors will be permitted to attend the Auction, if conducted. Bidding will start at the purchase price and other terms proposed in the applicable Baseline Bid, and will proceed thereafter in $5 million increments. The Chapter 11 Trustee will consult the Creditor Plan Proponents' advisers with respect to (a) whether any bid constitutes a "Qualified Bid" and (b) any changes to date of the Bid Deadline, the Auction, or the Sale Hearing. The Auction will be conducted openly and will be transcribed. As soon as reasonably practicable following the conclusion of the Auction, the Chapter 11 Trustee will file copies of the Successful Bid and the Next Highest Bid with the Court. If one or more Qualified Bids is received by the Bid Deadline, the final approval of the Sale will be considered by the Court at the Sale Hearing on July 15, 2021 at 11:00 a.m. (ET). The Sale Hearing may be continued from time to time by the Court without further notice or with limited or shortened notice to parties other than the announcement of the adjourned date at the Sale Hearing or any continued hearing. Promptly after the conclusion of the Auction, but no later than July 2, 2021, the Chapter 11 Trustee will file the final Agreement with the Successful Bidder and the proposed Sale Order, which will include approval of the Sale as agreed upon between the Chapter 11 Trustee and the Successful Bidder. Objections, if any, related to matters to be heard at the Sale Hearing will be filed by July 9, 2021 at 4:00 p.m. (ET). Responses, if any, related to matters to be heard at the Sale Hearing will be filed by July 12, 2021 at 4:00 p.m. (ET). The Chapter 11 Trustee or DSI will provide periodic updates to the advisors to the Creditor Plan Proponents regarding the status of the sale process (including, if requested, a weekly call with Houlihan Lokey, subject to availability of Houlihan Lokey, DSI, and the Chapter 11 Trustee). He reserves the right to amend the dates and deadlines set forth in the Bidding Procedures in consultation with the advisors of the Creditor Plan Proponents. As soon as reasonably practicable, but in no event later than 21 days before the Sale Hearing, the Chapter 11 Trustee will serve the Auction and Sale Hearing Notice upon the Bidding Procedures Motion Notice Parties. As soon as reasonably practicable, but in no event later than 21 days before the Sale Hearing, the Chapter 11 Trustee will publish the Auction and Sale Hearing Notice on the case website at http://dm.epiq11.com/#/case/CHF/info. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms and conditions of the Order will be effective and enforceable immediately upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/4u94xkv8 from PacerMonitor.com free of charge. About China Fishery Group Limited (Cayman) 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 estimated its 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. CHINA FISHERY: CFG Peru, Smart Group Disclosures Approved --------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York approved the Disclosure Statement accompanying the Chapter 11 Plan of CFG Peru Investments Pte. Ltd. (Singapore) and Smart Group Limited (Cayman) as providing holders of claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan pursuant to Section 1125(a)(1) of the Bankruptcy Code. Judge Garrity also established deadlines with respect to (i) the solicitation of votes to accept or reject the Plan, (ii) the filing of certain claims, and (ii) the Plan confirmation and filing of related objections. * April 30, 2021, is the Solicitation Launch Date, or the deadline by which the Creditor Plan Proponents will distribute Solicitation Packages to Holders of Claims entitled to vote on the Plan. * May 28, 2021, at 4:00 p.m., prevailing Eastern Time, is the Voting Deadline, or the time by which all holders of Allowed Claims entitled to vote on the Plan must complete, execute, and return their Ballots so that they are actually received by Epiq Corporate Restructuring, LLC, the Solicitation Agent. * May 28, 2021, at 4:00 p.m., prevailing Eastern Time, as the deadline for filing (i) requests for payment of unliquidated SCB Claims and (ii) Proof of Claims for Administrative Claims. * May 28, 2021, at 4:00 p.m., prevailing Eastern Time, is the Plan Objection Deadline. * June 4, 2021, at 4:00 p.m., prevailing Eastern Time, is the (i) Confirmation Brief Deadline, (ii) the Plan Objection Response Deadline, and (iii) the date by which the Voting Report must be filed with the Bankruptcy Court. The Plan confirmation hearing will start at 11 a.m., prevailing Eastern Time, on June 9, 2021. However, it will start at 11:00 a.m., prevailing Eastern Time, on June 29, 2021, if prior to 12 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. In the event a qualified bid is received that clears the Sale Threshold by the Bid Deadline, the Confirmation Hearing will be canceled (or postponed) pending the Sale Hearing or as otherwise ordered by the Court. The Plan Objections Filing Deadline is May 28, 2021, at 4:00 p.m., prevailing Eastern Time. A copy of the order is available for free at https://bit.ly/3nuw7Ze at PacerMonitor.com. CFG Peru Investments Pte. Ltd. (Singapore) and Smart Group Limited (Cayman) are Debtors affiliated to China Fishery Group Limited (Cayman). 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. CIRCUIT CITY: 4th Circuit Upholds US Trustee’s Chapter 11 Fee Hike -------------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that the Justice Department's bankruptcy watchdog convinced an appellate court to affirm a sharp 2017 congressional hike of Chapter 11 quarterly fees, overcoming a liquidating trustee's argument that the failure to apply the fees uniformly across the country makes them unconstitutional. The amended fee law didn't violate the U.S. Constitution's Uniformity Clause because the requirement "forbids only arbitrary regional differences in the provisions of the Bankruptcy Code," the U.S. Court of Appeals for the Fourth Circuit ruled Thursday, citing another, similar appellate decision. For several decades, Congress's annual appropriations to the Trustee program were entirely offset by the quarterly fees. The mid-2010s witnessed a decline in bankruptcy filings, however, and the Trustee program was no longer self-sustaining. Fueled by concerns that the financial burden might shift to taxpayers, Congress enacted the 2017 Amendment. That Amendment altered the quarterly fees formula and increased the fees due in large Chapter 11 bankruptcy cases, on a temporary basis, during fiscal years 2018 through 2022. This fee increase is conditional, and it is only applicable if the Trustee Fund contains a balance of less than $200 million as of September 30 of the most recent fiscal year. The quarterly fee increase only applies to those bankruptcy debtors with disbursements of $1,000,000 or more in any quarter. If those criteria are satisfied, the quarterly fee is then the lesser of 1 percent of such disbursements, or $250,000. This potential fee is a substantial increase from the previous maximum fee of $30,000. Circuit City Stores and its affiliates operated a chain of consumer electronic retail stores throughout the United States. In 2008, Circuit City filed for Chapter 11 bankruptcy protection in the Eastern District of Virginia, which is a Trustee district. In 2010, the bankruptcy court in eastern Virginia confirmed Circuit City's Chapter 11 liquidation plan. That plan provides, with respect to "fees that become due and payable" under 28 U.S.C. Sec. 1930, that the Circuit City Trustee "shall pay [those] fees to the U.S. Trustee until the Chapter 11 Cases are closed or converted and/or the entry of the final decrees." Circuit City's bankruptcy proceedings remained pending on January 2018, after the 2017 Amendment went into effect. The Circuit City Trustee initially paid the increased quarterly fees. His willingness to pay those fees diminished, however, when the bankruptcy court in the Western District of Texas ruled in February 2019 that the 2017 Amendment is unconstitutional because it creates non-uniform bankruptcy laws in contravention of the Bankruptcy Clause, and also because it is unconstitutionally retroactive. Alfred H. Siegel, Trustee of the Circuit City Stores, Inc., Liquidating Trust (the "Circuit City Trustee"), sought a ruling in 2019 on his liability for quarterly fees assessed under a 2017 Amendment to the bankruptcy fees provisions of the United States Code (the "2017 Amendment"). In response, the Bankruptcy Court for the Eastern District of Virginia ruled that the fees aspect of the 2017 Amendment is unconstitutional. John P. Fitzgerald, III, the Acting U.S. Trustee for Region 4 (the "U.S. Trustee"), maintains that the Bankruptcy Opinion erred in its uniformity ruling and has appealed. The Circuit City Trustee, on the other hand, has cross-appealed a separate aspect of the Opinion that rejected his claim concerning retroactive application of the 2017 Amendment. 4th Circuit Judge King held, "In these circumstances, Congress clearly intended for the 2017 Amendment to apply to all disbursements made after its effective date, and it intended for the Amendment to be prospective. It does not increase a debtor's "liability for past conduct, or impose new duties with respect to transactions already completed." See Landgraf, 511 U.S. at 280. Although the Circuit City Trustee correctly posits that the Amendment increases the quarterly fees that large Chapter 11 debtors will pay, such debtors were reasonably expected to pay fees pursuant to some formula. Accordingly, we are also constrained to reject the Circuit City Trustee's challenge to the Bankruptcy Opinion's retroactivity ruling and resolve appeal No. 19-2255 in favor of the U.S. Trustee." A copy of the opinion is available at https://www.ca4.uscourts.gov/opinions/192240.P.pdf CLARE INC: Case Summary & 17 Unsecured Creditors ------------------------------------------------ Debtor: Clare, Inc. DBA Lahinch Tavern and Grill 7747 Tuckerman Lane Potomac, MD 20854 Case No.: 21-12889 Business Description: Clare, Inc., owns and operates a restaurant specializing in American Regional Cuisine along with a unique twist on Traditional Irish dishes. Chapter 11 Petition Date: April 29, 2021 Court: United States Bankruptcy Court District of Maryland Judge: Hon. Thomas J. Catliota Debtor's Counsel: Steven L. Goldberg, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: sgoldberg@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher P. Hughes, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DJ4ILJI/Clare_Inc__mdbke-21-12889__0001.0.pdf?mcid=tGE4TAMA CLUBCORP HOLDINGS: Moody's Alters Outlook on Caa1 CFR to Stable --------------------------------------------------------------- Moody's Investors Service affirmed ClubCorp Holdings, Inc.'s Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating. Concurrently, Moody's affirmed the B3 rating on the company's the first lien credit facilities (revolver and term loan), and the Caa3 rating on the senior unsecured notes. The outlook is revised to stable from negative. The revision of outlook to stable from negative and rating affirmations reflect 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. Clubcorp's lease adjusted debt-to-EBITDA leverage was about 15x for the LTM period ended December 30, 2020 and Moody's expects it will decline to about 8.0x over the next 12 to 18 months along with an earnings recovery. The revision also reflects Moody's expectation of adequate liquidity over the next year with an approximate $102 million cash balance at calendar year end 2020 and $79 million available from its $175 million revolver due September 2022 (net of $47 million outstanding as of year end 2020 and letters of credit). The company executed a sales lease-back transaction in the summer of 2020 to boost liquidity. The transaction price was about $190 million, of which $118 million (net of transaction fees) was received in July 2020 with the remaining $64 million structured as a 6% note due in January 2023. Moody's expects free cash flow to be negative in the range of $20 to $30 million in FY21, but that the company will be able to fund the negative free cash flow and required debt services with cash and end the year with about $40 million cash on balance sheet. The stable outlook also reflects Moody's view that the company will actively seek to refinance its revolver well ahead of its expiration in September 2022. Moody's took the following rating actions: Issuer: ClubCorp Holdings, Inc. Corporate Family Rating, affirmed Caa1 Probability of Default Rating, affirmed Caa1-PD Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), affirmed B3 (LGD3) Senior Unsecured Notes, affirmed Caa3 (LGD5) Outlook Actions: Issuer: ClubCorp Holdings, Inc. Outlook, revised to Stable from Negative RATINGS RATIONALE ClubCorp's Caa1 CFR reflects the company's high financial leverage with Moody's lease adjusted debt/EBITDA about 15x for the twelve months ended December 2020. Moody's expects debt-to-EBITDA leverage will improve to about 8.0x over the next 12 to 18 months due to an expected earnings recovery from a modest membership increase and gradual resumption of special events at club facilities. The company's core business as a golf, city and stadium club owner/operator is susceptible to discretionary consumer spending and factors such as varying regional weather conditions. High capital outlays for ongoing reinvestment and maintenance of the clubs is necessary to retain a premium service offering. ClubCorp also faces event risk stemming from the potential for large outlays associated with refunds of initiation deposits, of which the current portion of the liability is approximately $237 million. Governance factors include the company's debt financed acquisition strategy and shareholder-friendly financial strategies under the private equity ownership. However, the rating reflects ClubCorp's leadership position in the private club membership business and its solid recurring revenue base, which is underpinned by a dues-based business model and affluent clientele. The company's main business operating golf and country clubs helped mitigate the impact from the coronavirus pandemic as demand for outdoor sports such as golf remained strong during the pandemic. ClubCorp's expansion strategy includes acquiring clubs near densely populated and affluent areas, typically with the goal of clustering its properties to enhance the value proposition of its Optimal Network Experience (or O.N.E.) that provides upgrade offerings and cross-sell opportunities. 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 Clubcorp 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 Clubcorp'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 expects the coronavirus concern for the country club and hospitality sector will start to subside in the second half of 2021 once a growing share of the public has been vaccinated. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Clubcorp's debt-to-EBITDA leverage will decline to about 8.0x over the next 12 to 18 months because of an earnings recovery. The stable outlook also reflects Moody's expectation for adequate liquidity over the next year and that the company will re-finance its revolver well ahead of the September 2022 expiration date. The ratings could be upgraded if the company resumes revenue and earnings growth with Moody's lease adjusted debt-to-EBITDA leverage maintained below 7.5x and at least adequate liquidity is maintained with less reliance on revolver borrowings. The ratings could be downgraded if declining memberships, reduced club utilization or fee reductions weaken operating results and credit metrics, cash outflows or litigation related to membership deposits increase, or if there is a deterioration in liquidity such as a material reduction in cash or increasing revolver reliance. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Dallas, Texas, ClubCorp Holdings, Inc., through its subsidiaries, is one of the largest owner, operator and manager of private golf, country, city, sports and alumni clubs in North America, and the largest owner of golf clubs in the US. As of year end 2020, the company operated 202 clubs (161 golf & country clubs and 35 city clubs and 6 stadium clubs), with locations in 27 states, the District of Columbia and two foreign countries (Mexico and China). The company has been owned by the Apollo Global Management, LLC since 2017. ClubCorp generated revenue of approximately $938 million for the twelve-month period ended December 31, 2020. COGENT COMMUNICATIONS: S&P Rates New $500MM Sr. Secured Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to Washington, D.C.-based high-speed internet service provider Cogent Communications Group Inc.'s proposed $500 million senior secured notes due 2026. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. Cogent will use the proceeds from these notes to redeem the remaining $284 million of 5.375% senior secured notes due 2022, add about $198 million of cash to its balance sheet, and pay about $18 million in premiums and fees. The debt refinancing follows the $116 million repurchase of the 2022 notes that was completed in March 2021 and funded with cash on hand and the $45 million redemption of the 2022 notes that was announced on April 6, 2021, and will be funded with cash. S&P said, "In addition, we raised our issue-level ratings on the company's secured debt to 'BB' from 'B+' and revised our recovery rating on the debt to '1' from '3' to reflect the increase in its projected enterprise valuation under our simulated default scenario. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "Also, we raised our issue-level ratings on the company's unsecured debt to 'B' from 'B-' and revised our recovery rating on the debt to '5' from '6'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. "We are raising our emergence valuation to $600 million from about $300 million to better align the assessment with other high bandwidth connectivity peers. The valuation reset takes into account the high growth of the business over the past several years (Reported EBITDA compound annual growth rate of 10%), which significantly outpaced our previous estimates. In addition, the increase reflects the continued favorable revenue mix-shift to corporate customers from NetCentric, where there is more price competition. Still, we recognize that the NetCentric business will likely be less viable upon emergence from bankruptcy, which is why we do not fully realign our assessment with peers such as Zayo Group Holdings Inc. and Cablevision Lightpath LLC that have better product diversity. "Our 'B+' issuer credit rating and stable outlook on Cogent are unchanged. Because of the transaction, we expect the company's S&P Global Ratings-adjusted gross leverage to increase slightly to about 5.4x, which is above our 5.25x downside threshold for the current rating, from 5.2x as of the 12-months ended Dec. 31, 2020. Despite the increase in its leverage, we believe Cogent's prospects to reduce its leverage to 5x in 2021 are good because of our expectation for mid- to high-single-digit percent EBITDA growth supported by 5%-6% top-line growth and continued gross margin expansion." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario envisions increased competition from broadband and transport service providers that leads to price compression despite the company's volume growth. These factors contribute to lower profit margins that ultimately strain its liquidity and lead to a payment default. -- S&P has valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA. Generally, it uses a multiple in the 5x-6x range for fiber infrastructure companies. -- S&P's default EBITDA multiple estimate is based on the company's ownership of the majority of its fiber under long-term indefeasible rights-of-use agreements, which it views more favorably than short-term leases. That said, Cogent derives a majority of its revenue from long-haul traffic, which it views less favorably than metro fiber service providers. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $110 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $572 million -- Valuation split (obligors/nonobligors): 78%/22% -- Collateral value available to secured creditors: $528 million -- Senior secured debt: $508 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $64 million -- Senior unsecured debt and pari passu claims: $419 million --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. COMMUNITY HEALTH: Posts $64 Million Net Loss in First Quarter ------------------------------------------------------------- Community Health Systems, Inc. announced financial and operating results for the three months ended March 31, 2021. Net operating revenues for the three months ended March 31, 2021, totaled $3.013 billion, a 0.4 percent decrease compared with $3.025 billion for the same period in 2020. Net loss attributable to Community Health Systems, Inc. common stockholders was $(64) million, or $(0.51) per share (diluted), for the three months ended March 31, 2021, compared with net income of $18 million, or $0.15 per share (diluted), for the same period in 2020. Excluding the adjusting items, net income attributable to Community Health Systems, Inc. common stockholders was $0.36 per share (diluted) for the three months ended March 31, 2021, compared to net loss of $(1.59) per share (diluted) for the same period in 2020. Payments received by the Company through the Public Health and Social Services Emergency Fund (the "PHSSEF") and state and local pandemic relief programs, as more specifically described below, had a positive impact on net income attributable to Community Health Systems, Inc. common stockholders (both on a consolidated and adjusted basis) of approximately $62 million, or $0.54 on a per share (diluted) basis, for the three months ended March 31, 2021. Weighted-average shares outstanding (diluted) were 126 million and 114 million for the three months ended March 31, 2021 and 2020, respectively. Adjusted EBITDA for the three months ended March 31, 2021, was $495 million compared with $309 million for the same period in 2020. Payments received by the Company through the PHSSEF and state and local pandemic relief programs had a positive impact on Adjusted EBITDA of approximately $82 million for the three months ended March 31, 2021. The consolidated operating results for the three months ended March 31, 2021, reflect a 14.0 percent decrease in admissions and a 15.8 percent decrease in adjusted admissions, compared with the same period in 2020. On a same-store basis, admissions decreased 4.9 percent and adjusted admissions decreased 7.2 percent for the three months ended March 31, 2021, compared with the same period in 2020. On a same-store basis, net operating revenues increased 9.8 percent for the three months ended March 31, 2021, compared with the same period in 2020, primarily reflecting COVID-19 pandemic-induced changes in the mix of services provided and payor mix compared to the prior period. Commenting on the results, Tim L. Hingtgen, chief executive officer of Community Health Systems, Inc., said, "Our strong operational and financial performance in the first quarter of 2021 reflects our ability to manage through the challenges of the COVID pandemic while also advancing strategic initiatives that strengthen our organization and produce real-time, positive results. Our market leadership teams continue to adjust their operating models as COVID cases fluctuate, by managing shifts in volumes, revenue, and expenses to achieve the best possible results. At the same time, we are making targeted capital investments and leveraging enterprise-wide programs to ensure our services are both accessible to consumers and facilitate growth over time. As always, we are grateful for our front-line clinicians and other caregivers who continue to provide safe, quality, compassionate care in the most extraordinary of circumstances." Financing Transactions: The Company recognized a net, pre-tax loss from early extinguishment of debt of approximately $71 million for the three months ended March 31, 2021, as a result of the following financing transactions: * Redemption of the remaining principal amount of the 6 1⁄4% Senior Secured Notes due 2023 of approximately $95 million using cash on hand. * Completion of a private offering of $1.775 billion aggregate principal amount of 6 7⁄8% Junior-Priority Secured Notes due 2029 on Feb. 2, 2021. The proceeds of this offering, together with cash on hand, were used to redeem the remaining principal amount of the 9 7⁄8% Junior-Priority Secured Notes due 2023 of approximately $1.769 billion and to pay related fees and expenses. * Completion of a private offering of $1.095 billion aggregate principal amount of 4 3⁄4% Senior Secured Notes due 2031 on Feb. 9, 2021. The proceeds of the offering, together with cash on hand, were used to redeem the remaining principal amount of the 8 5⁄8% Senior Secured Notes due 2024 of approximately $1.033 billion and to pay related fees and expenses. * Redemption of the remaining principal amount of the 6 7⁄8% Senior Notes due 2022 of approximately $126 million using cash on hand. COVID – 19 Pandemic: Community Health said, "COVID-19, a disease caused by a novel strain of coronavirus, materially affected the Company's results of operations during 2020, and continued to affect the Company's results of operations during the three months ended March 31, 2021. Federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the CARES Act, which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the "PPPHCE Act"), which was enacted on April 24, 2020, the Consolidated Appropriations Act, 2021 (the "CAA"), which was enacted on December 27, 2020, and the American Rescue Plan Act of 2021 (the "ARPA"), which was enacted on March 11, 2021. Together, these stimulus laws authorize over $178 billion in funding to be distributed to hospitals and other healthcare providers through the PHSSEF. In addition to the relief funding, the CARES Act provided for an expansion of the Medicare Accelerated and Advance Payment Program. Various state and local programs also exist to provide relief, either independently or through distribution of monies received via the CARES Act and other enacted federal legislation. The Company has been a beneficiary of these stimulus monies." Through March 31, 2021, the Company received approximately $708 million in payments through the PHSSEF and various state and local programs on a cumulative basis since their enactment of which approximately $705 million was received during the year ended Dec. 31, 2020, and the balance of which was received during the three months ended March 31, 2021. PHSSEF payments are intended to compensate healthcare providers for lost revenues and incremental expenses, as defined by the U.S. Department of Health and Human Services ("HHS"), incurred in response to the COVID-19 pandemic and are not required to be repaid provided that recipients attest to and comply with certain terms and conditions, including limitations on balance billing and not using funds received from the PHSSEF to reimburse eligible expenses or lost revenues, as defined by HHS, that other sources have or may be obligated to reimburse. The Company recognized approximately $82 million of the PHSSEF and various state and local program payments eligible to be claimed as a reduction in operating costs and expenses during the three months ended March 31, 2021. During the three months ended March 31, 2021, the Company's estimate of the amount of payments received through the PHSSEF or state and local programs for which the Company is reasonably assured of meeting the underlying terms and conditions was updated based on, among other things, expenses incurred in the period that are attributable to the coronavirus, the Company's results of operations during such period as compared to the Company's 2020 budget for the same period in the prior year and the allocation of targeted distribution payments to various subsidiaries. Amounts received through the PHSSEF or state and local programs that have not been recognized as a reduction to operating costs and expenses and otherwise have not been refunded to HHS or state and local agencies as of March 31, 2021, are reflected within accrued liabilities-other in the condensed consolidated balance sheet. Such unrecognized amounts may either be returned to HHS in one or more future periods when a procedure for doing so is established by HHS or may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are reasonably assured of having been met. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in the Company’s inability to recognize certain PHSSEF payments, changes in the estimate of amounts recognized, or the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare accelerated payments of approximately $1.2 billion were received during April 2020. No additional Medicare accelerated payments have been received by the Company since such time, including during the three months ended March 31, 2021, and approximately $18 million and $77 million of amounts previously received were repaid to the Centers for Medicare & Medicaid Services ("CMS") or assumed by buyers related to hospitals the Company divested during the three months ended March 31, 2021, and year ended December 31, 2020, respectively. The Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment Program are advances that must be repaid. Providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider during such time. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the rate of 4% per annum from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. Recoupments by CMS of Medicare accelerated payments previously received by the Company began in April 2021, pursuant to the aforementioned payment terms. As of March 31, 2021, approximately $546 million of Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet while the remaining approximately $517 million are included within other long-term liabilities. In April 2021, CMS began recouping Medicare accelerated payments previously received by the Company. The PHSSEF payments received to date as noted above and payments which the Company may receive in the future under the CARES Act and other stimulus legislation have been and may continue to be beneficial in partially mitigating the impact of the COVID-19 pandemic on the Company's results of operations and financial position. Additionally, the federal government may consider additional stimulus and relief efforts, but the Company is unable to predict whether additional stimulus measures will be enacted or their impact, if any. The Company is unable to assess the extent to which anticipated ongoing negative impacts on the Company arising from the COVID-19 pandemic will be offset by benefits which the Company may recognize or receive in the future under the CARES Act and other enacted stimulus legislation or any future stimulus measures. Divestitures and hospital closures: The Company completed the divestiture of three hospitals on Jan. 1, 2021, (in respect of which the Company received proceeds at a preliminary closing on Dec. 31, 2020), one hospital on Feb. 1, 2021, and one hospital on April 1, 2021. While the Company's formal portfolio rationalization program concluded as of Dec. 31, 2020 (inclusive of definitive agreements entered into in 2020 for the sales of hospitals which have been completed in 2021), the Company continues to receive interest from potential acquirers for certain of its hospitals, and may, from time to time, consider selling additional hospitals if the Company considers any such dispositions to be in its best interests. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1108109/000119312521136976/d176984dex991.htm About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 84 affiliated hospitals in 16 states with an aggregate of approximately 13,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default) and raised its rating on the company's unsecured debt due 2028 to 'CCC-' from 'D'. S&P said the company's recent financial transactions have improved its maturity profile and lowered interest costs. In November 2020, Fitch Ratings affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. CSC HOLDINGS: S&P Assigns 'BB' Rating on New Sr. Guaranteed Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Long Island City-based cable provider CSC Holdings LLC's proposed senior guaranteed notes due 2031. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery to lenders in the event of a payment default. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '6' recovery rating to the company's proposed senior unsecured notes due 2031. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery to lenders in the event of a payment default. The company will use the proceeds from the two issuances to redeem its outstanding guaranteed 5.5% notes due 2026 that are callable on May 15, 2021, and pay down outstanding revolver balances. "Our issuer credit rating on CSC's parent Altice USA Inc. is unchanged because this is a leverage-neutral transaction. The ratings reflect the strength of Altice's core broadband business, which will benefit from the structural shift to high-speed broadband connectivity throughout the U.S. and the management team's demonstrated skill in executing an aggressive cost-cutting plan while maintaining consistent subscriber trends in recent years. This is somewhat tempered by the company's aggressive financial policy and governance, especially for a public company, and the longer-term risk of a leveraging acquisition that could temporarily move pro forma leverage above our 6x downgrade threshold. "The stable outlook reflects our view that Altice could deleverage by about 0.5x per year through earnings and cash flow generation. However, we expect that the company will deploy capital toward shareholder returns or acquisitions, such that leverage could remain above 5x over the next year." DANA INC: S&P Rates New $400MM Sr. Unsecured Notes Due 2030 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to Dana Inc.'s proposed $400 million senior unsecured notes due 2030. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery for the senior unsecured lenders in the event of a payment default. The company plans to use the proceeds from these notes to fund eligible green projects and refinance its existing $425 million senior unsecured notes due 2024. Because this is largely a refinancing transaction, it will not materially increase Dana's leverage or impair the recovery prospects for its unsecured noteholders. Therefore, S&P rated the new unsecured notes at the same level as our rating on its existing senior unsecured debt. DAVID W. SORENSON: Sale of White Bear Lake Property to Belz Okayed ------------------------------------------------------------------ Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota authorized David W. Sorenson and Sandra L. Espe Sorenson to sell the property located at 1812 9th Street, in White Bear Lake, Minnesota, legally described as Lot 4, Block 2, Lilly's Westlake Plat 2 Addition to the City of White Bear Lake, Bald Eagle, Ramsey County, Minnesota, to Michael Belz, pursuant to a purchase agreement dated Jan. 21, 2021. The sale is free and clear of liens and interests. The Debtors are granted authority to pay the Seller's usual and customary closing costs and to pay the respective secured creditors to the extent net proceeds are available. David W. Sorenson and Sandra L. Espe Sorenson sought Chapter 11 protection (Bankr. D. Minn. Case No. 20-31456) on May 27, 2020. The Debtor tapped Joseph Dicker, Esq., as counsel. DGWB VENTURES: May Use Cash Collateral Thru June 30 --------------------------------------------------- Judge Theodor C. Albert authorized DGWB Ventures, LLC to use cash collateral on a further interim basis through and including June 30, 2021, to pay the expenses set forth in the budget. Citizens Business Bank is granted a replacement lien on all assets to which the Bank's pre-petition lien would have attached but for the filing of Debtor's bankruptcy petition, with the same validity, priority and extent as to the Bank's prepetition lien. A continued hearing on the motion is set for June 30, 2021 at 10 a.m., in Courtroom 5B, of the Bankruptcy Court for the Central District of California, 411 West Fourth Street, Santa Ana, CA 92701. About DGWB Ventures, LLC DGWB Ventures, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of a fee simple title to a property located at 217 N Main St Santa Ana, California, with an appraised value of $7.3 million. DGWB Ventures filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10017) on Jan. 6, 2021. Jon Ernest Gothold, manager, signed the petition. At the time of filing, the Debtor disclosed total assets of $8,227,212 and total liabilities of $4,865,714. Judge Theodor C. Albert oversees the case. Snell & Wilmer LLP serves as the Debtor's counsel. Citizens Business Bank, as lender, is represented by: Christopher D. Crowell, Esq. Hemar, Rousso & Heald, LLP 15910 Ventura Boulevard, 12th Floor Encino, CA 91436 Telephone: (818) 501-3800 Facsimile: (818) 501-2985 DIGITAL MEDIA: Moody's Assigns B2 CFR & Rates New $275MM Debt B2 ---------------------------------------------------------------- Moody's Investors Service has assigned to Digital Media Solutions, LLC ("DMS, LLC") a B2 Corporate Family Rating and B3-PD Probability of Default Rating. In connection with this rating action, Moody's assigned a B2 rating to DMS LLC's proposed senior secured first-lien bank credit facilities, consisting of a $50 million revolving credit facility and $225 million term loan B. The rating outlook is stable. Net proceeds from the debt raise will be used to repay the company's $213.9 million outstanding debt consisting of a $190.54 million term loan, $8.24 million delayed draw term loan, $1.1 notes payable and $14 million borrowings outstanding under the current revolver. Excess proceeds will be used to add cash to the balance sheet. Digital Media Solutions, LLC derives credit support from its first-tier holding company parent, Digital Media Solutions, Inc. ("DMS" or the "company"), which is the financial reporting entity that will produce consolidating financial statements, including DMS, LLC's quarterly and annual income statements, balance sheets and cash flow statements, where virtually all of the operating assets reside. Digital Media Solutions Holdings, LLC, a third-tier holding company parent, will provide a downstream guarantee of the new credit facilities. Following is a summary of the rating actions: Assignments: Issuer: Digital Media Solutions, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B3-PD $50 Million Gtd Senior Secured First-Lien Revolving Credit Facility due 2026, Assigned B2 (LGD3) $225 Million Gtd Senior Secured First-Lien Term Loan B due 2028, Assigned B2 (LGD3) Outlook Actions: Issuer: Digital Media Solutions, LLC Outlook, Assigned Stable The assigned ratings are subject to review of final documentation and no material change to the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE DMS, LLC's B2 CFR is constrained by the parent's small size and Moody's expectation that DMS will remain highly acquisitive to facilitate strategic growth objectives, which could lead to integration challenges and volatile credit metrics. Moody's expects DMS will continue to use debt to fund acquisitions and likely sustain financial leverage over the rating horizon in the range of 4.5x-6x total debt to GAAP EBITDA (Moody's adjusted). Pro forma for the pending debt raise, as of December 31, 2020, total debt to GAAP EBITDA is estimated at 6.4x (excluding the impact of recent acquisitions' LTM EBITDA and cost synergies) or 4.2x on a non-GAAP basis (inclusive of recent acquisitions' LTM EBITDA and cost synergies). Both metrics are Moody's adjusted. While DMS's average annual revenue has grown at a vigorous 70% pace since 2017, revenue remains small at just under $350 million, representing a de minimis market share in the digital marketing services industry. Much of this growth was fueled by M&A (47.5% inorganic/22.5% organic) that enhanced the company's digital properties to accelerate customer acquisition efforts and extend its reach into proprietary targeted media solutions across several end markets. Moody's expects continued acquisition activity as DMS seeks to add new digital properties to scale its Brand Direct and Marketplace business segments. DMS's sizable exposure to a handful of clients and industry concentration also weighs on the rating. The top ten clients account for 40% of revenue and the insurance vertical (chiefly auto insurance) represents 52% of revenue, pro forma for the recent acquisition of Crisp Results. Strong end market growth is one of the reasons for the high client and industry concentrations. Crisp has a sizable health and life insurance client base that diversifies exposure to other insurance sub-segments. Planned expansion into new verticals will help to further reduce revenue exposures. The company is also highly dependent on Facebook and Alphabet's Google, which Moody's estimates collectively account for over 90% of media purchases. The business is further influenced by an absence of international diversification. Governance risks related to material weaknesses in DMS's internal controls over financial reporting and the sizable ownership and voting power of its private equity sponsor, Clairvest Equity Partners ("Clairvest") are also embedded in the B2 rating. Notwithstanding the demand recovery in the services sector expected in 2021-22 boosted by the economic rebound, the rating considers the lingering economic scarring from the recession that could affect consumers' purchasing behavior and advertisers' willingness to maintain and/or increase marketing spending levels given income weakness within some demographic segments and risks associated with the timing of the abatement of the pandemic. Offsetting these risks is Moody's view that advertisers will typically shift spend from brand awareness marketing to measurable performance-based advertising during periods of muted economic growth to reduce ROI risk, which benefits DMS's business model. The B2 rating is supported by DMS's online customer acquisition platform designed around a performance-based revenue model and proprietary data-driven analytics that collect and evaluate significant amounts of first-party user data (i.e., database of consented known consumers) in real-time. These technology-enabled solutions deliver high value, high intent customer leads to the company's advertising clients, which can produce greater sales conversions and meaningful ROI for clients than traditional marketing channels. Clients pay DMS when the company delivers clicks, leads, calls, near customers and paying customers at or below a transparent, pre-defined acquisition cost threshold and at or above certain volumes. The application of acquired first-party data to build a customer profile database and use of an agnostic multi-channel approach to engage and better target consumers has helped DMS improve sales conversion rates and, in turn, sustain a high growth profile, which Moody's expects to continue longer-term. The company's Brand-Direct segment (54% of revenue) places ads on behalf of client-specific advertisers across multiple channels (e.g., search, social media, digital video, messaging, email, display, etc.) to deliver customer traffic directly to clients' branded websites, while the Marketplace segment (43%) attracts consumers to DMS's owned and operated sites that are relevant to multiple advertising clients. Given that the majority of traffic is obtained via paid listings, first-party data or organic methods, the risk from algorithm changes on search and social media sites is reduced. The company also licenses its proprietary technology via its SaaS/Other Solutions segment (3%), which enables clients to manage, track and optimize campaigns. DMS maintains long-standing client relationships, which range from 3 to 8 years for the top ten relationships, increasing penetration into the biggest client accounts and a 90% overall client retention rate (100% retention for the top 20 insurance accounts). Despite the sizable revenue concentration in the insurance vertical, Moody's believes this risk is somewhat mitigated by the industry's faster expected growth profile for digital ad spend (15%-16%/annum) relative to the entire US digital ad spend market (10%-13%/annum) primarily due to the insurance industry's early stage in transitioning to digital advertising channels as premium writing moves online. Since 2018, DMS's gross and EBITDA margins (as calculated by Moody's) experienced contraction and are evidently lower than its rated digital marketing peers. Moody's believes this is due to several reasons, including: (i) DMS prioritizing revenue growth and share gains; (ii) a highly competitive environment; (iii) higher bidding costs on ad exchanges associated with insurance industry keywords given the higher lifetime consumer value relative to other verticals; (iv) labor intensity associated with DMS's growing human-based call center operation; (v) a large proportion of revenue associated with near customer or high intent customer leads (i.e., cost per lead and cost per transfer), which are generally lower margin than paying customers (i.e., cost per sale or percentage of transaction value); (vi) acquisitions with lower margins; and (vii) investments in technology and software to increase productivity. Moody's expects margin stabilization and improvement over the rating horizon driven by expansion into higher margin verticals, realization of benefits from investments in technology/skilled workforce and attainment of M&A synergies. As the economy gradually emerges from recession and labor markets improve, Moody's believe DMS will continue to benefit from the secular shift of digital media spend and consumer purchase activity from traditional channels to online platforms, and is poised to exploit these pronounced trends during and after the COVID-19 pandemic. Advertisers are increasingly shifting ad dollars to digital pay-for-performance marketing given the ability to deliver ads globally to a targeted audience that can be reached in a cost-effective and measurable manner. The scalability of the underlying data-driven technology platform and personalization of digital ads allow firms like DMS to build and refine customer profiles to enhance marketing effectiveness, which drives brand loyalty and improves sales conversion rates for clients. The stable outlook reflects Moody's view that DMS's integrated end-to-end digital marketing platform, online customer acquisition and sales center operating model will remain fairly resilient and generate solid free cash flow. Moody's expects that DMS will continue to experience favorable digital ad market macro trends and achieve share gains as clients adopt its data-driven approach to marketing, especially in certain end markets, including insurance, e-commerce, education, health and wellness. DMS's "asset-lite" operating model facilitates good conversion of EBITDA to positive free cash flow (i.e., CFO less capex less distributions), which supports the ability to de-lever; however the willingness to de-lever may be delayed as DMS aggressively pursues debt-funded M&A. Over the next 12-18 months, Moody's expects good liquidity supported by positive free cash flow generation in the range of $15-$30 million, sufficient cash levels to fund M&A (cash balances totaled $31.4 million at December 31, 2020, $22.6 million pro forma for the pending debt raise and acquisition of Crisp Results) and access to the new $50 million revolving credit facility. Prior to becoming a publicly-owned corporation, DMS's predecessor was a privately-owned limited liability company. As a pass-through entity, in prior years the company paid tax distributions directly to its member-owners, which resulted in negative or negligible free cash flow generation. After going public in 2020 via the merger with Leo Holdings Corp., a special purpose acquisition company (SPAC), the company was reorganized as a corporation and will no longer pay tax distributions. DMS became the successor public filer and taxpaying entity. However, the rating embeds the potential for future shareholder distributions given the company's private equity sponsor ownership. Following the merger with Leo Holdings Corp., DMS entered into a tax receivable agreement with DMS unitholders, resulting in a $16 million tax receivable liability. Also, the company has approximately $25 million in contingent consideration liabilities associated with recent acquisitions and a $5 million non-contingent delayed payment liability related to the Crisp Results acquisition. Moody's includes these liabilities in Moody's total adjusted debt calculation. Though DMS's common shares are publicly traded, funds controlled by Clairvest own approximately 45% of the company's outstanding shares, representing roughly 75% of DMS's total outstanding voting interest as of 31 December 2020. As such, the company's governance risk is elevated due to controlled ownership by a private equity sponsor, which creates risk of cash distributions to facilitate a partial return of the sponsor's aggregate investment in the company, debt-funded M&A and excessive financial leverage. Heightened governance risk is also driven by material weaknesses in DMS's internal controls over financial reporting. There is also social risk associated with evolving data security, privacy and protection issues and regulation that could restrict how DMS acquires customer data in the future. 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 corporate assets arising from the current weakness in US economic activity and gradual recovery over the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. STRUCTURAL CONSIDERATIONS The B2 CFR is one notch higher than B3-PD PDR because the debt capital structure consists entirely of first-lien credit facilities and the credit agreement requires compliance with a quarterly 5x Total Leverage Ratio maintenance covenant. Accordingly, Moody's uses a 65% mean family recovery rate in Moody's Loss Given Default (LGD) model given that all-bank debt capital structures typically experience better recovery rates than those with both secured and unsecured debt. The B2 rating on the senior secured first-lien bank debt is one notch lower than the outcome from Moody's Loss Given Default (LGD) model to reflect Moody's expectation that the company will continue to increase the proportion of senior secured first-lien debt in the capital structure to fund strategic acquisitions. As proposed in the most recent summary term sheet (at the time of this writing), the first-lien credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity equal to: (i) the greater of $68 million and (ii) 100% of Consolidated Adjusted EBITDA (as defined), plus additional pari passu credit facilities so long as the First-Lien Leverage Ratio (as defined) does not exceed 3x (or pro forma leverage is not increased, if used to finance a permitted acquisition). Additional incremental debt is permitted for incremental facilities that are secured on a: (i) junior lien basis so long as the Senior Secured Leverage Ratio (as defined) does not exceed 3.25x; or (ii) unsecured basis so long as the Total Leverage Ratio (as defined) does not exceed 3.5x. Collateral leakage through transfers to unrestricted subsidiaries are permitted through investment covenant carve-outs; no asset-transfer "blockers" are contemplated, however intellectual property held by a restricted subsidiary that is material to the business shall not be transferred to an unrestricted subsidiary and such restricted subsidiary shall not be designated as an unrestricted subsidiary. Under the proposed terms, unconditionally guaranteeing subsidiaries (jointly and severally on a pari passu basis) must be material direct or indirect wholly-owned restricted subsidiaries; partial dividends of ownership interests could jeopardize guarantees. The summary term sheet indicates a 100% net asset sale prepayment requirement for asset sales in excess of $5 million per annum. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if DMS demonstrates continued strong revenue growth and EBITDA margin expansion leading to consistent and increasing positive free cash flow generation and sustained reduction in total debt to GAAP EBITDA leverage towards the 4x-4.25x range (as calculated by Moody's) and free cash flow to debt of at least 5% (as calculated by Moody's). DMS would also need to fully resolve the material weaknesses in internal controls over financial reporting associated with its 2020 financial audit, increase scale, maintain at least a good liquidity profile and exhibit prudent financial policies. Ratings could be downgraded if financial leverage is sustained above 6.25x total debt to GAAP EBITDA (as calculated by Moody's) or EBITDA growth is insufficient to maintain free cash flow to debt of at least 2% (as calculated by Moody's). Market share erosion, significant client losses, sub-par organic revenue growth, weakened liquidity or if the company engages in leveraging acquisitions or sizable shareholder distributions could also result in ratings pressure. A downgrade could also occur if DMS fails to resolve the material weaknesses associated with its 2020 financial audit by the end of calendar year 2021 or if additional material weaknesses are uncovered. Headquartered in Clearwater, FL, Digital Media Solutions, LLC is an indirect wholly-owned operating subsidiary of Digital Media Solutions, Inc. ("DMS"), a publicly-traded digital performance marketing company providing a diversified lead and software delivery platform that drives high value and high purchase intent leads to its customers. In July 2020, a portion of the outstanding equity of DMS's predecessor, Digital Media Solutions Holdings, LLC and the equity of the predecessor's wholly-owned subsidiary, CEP V DMS US Blocker Company, were acquired by Leo Holdings Corp., a special purpose acquisition company (SPAC), which was subsequently renamed Digital Media Solutions, Inc. In 2016, Clairvest acquired a minority ownership interest in DMS's predecessor and currently owns approximately 45% of the company's outstanding shares. Revenue totaled roughly $333 million in the fiscal year ended December 31, 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DIOCESE OF BUFFALO: Wins August 28 Plan Exclusivity Extension ------------------------------------------------------------- Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York extended the periods within which Debtor the Diocese of Buffalo, N.Y. has the exclusive right to file a chapter 11 plan through and including August 28, 2021, and to solicit acceptances through and including October 28, 2021. This is the Diocese's fourth extension of the Exclusivity Period and Solicitation Period. During the months that have elapsed since the Diocese's last request, the Diocese has expended significant time and effort working with insurers, the Committee and Child Victims Act claimants to reach agreements to allow the administration of this Chapter 11 Case to move forward, as set forth in greater detail below. The Diocese believes that the resulting processes and continued dialogue with parties in interest will lead to the filing of a confirmable plan of reorganization once the universe of claims is known after the expiration of the claim bar date on August 14, 2021. The Diocese has engaged in regular communications with the Committee, the United States Trustee, Insurers, vendors, and individual creditors in an effort to resolve any outstanding issues on a consensual basis. The Diocese has continued to negotiate with Insurers and the Committee regarding document production scope and privilege issues and is in the process of supplementing its production of responsive documents. The Diocese seeks to continue to work with the Committee, Insurers, and other parties in interest to resolve issues described above that are preliminary to any Chapter 11 plan. Of critical importance are those issues raised the Insurance Coverage Adversary Proceeding and the establishment of a Bar Date. The request to commence mediation with the insurers is still pending before the Court Insurance Coverage Adversary Proceeding. The availability of insurance proceeds will be a crucial threshold issue to be resolved as the parties work to ensure the greatest possible compensation for CVA Claimants through an efficient and effective claims administration process. Further, it will be difficult for the Diocese to resolve issues related to insurance coverage until after the expiration of the Bar Date, over four months from now. Insurance coverage will likely make up an integral part of the Diocese's plan of reorganization. While progress has been made with respect to these matters, the Diocese is unable to finalize a plan of reorganization or prepare a disclosure statement containing adequate information. The Diocese asserts that there can be no inference in this case that it is seeking extensions of its Exclusivity Period and Solicitation Period as a negotiating tactic or as a means of maintaining leverage over any group of creditors whose interests may be harmed by such an extension. The Diocese is in the best position to continue leading negotiations, discussions, and litigation (to the extent necessary) among parties in interest in this Chapter 11 Case (including the Committee and the eight insurance carriers who provided liability insurance coverage applicable to claims in this Chapter 11 Case) aimed at formulating a confirmable plan of reorganization. The Diocese has been paying its post-petition debts when due in the ordinary course of business. The Diocese will continue to pay its undisputed post-petition debts as they come due, and it anticipates having adequate liquidity to do so throughout the pendency of this Chapter 11 Case. With the extension, the Diocese will have additional time to deal with the issues and develop a consensual chapter 11 plan. A copy of the Debtor's Motion to extend is available at https://bit.ly/3nxwG4o from Stretto.com. A copy of the Court's Extension Order is available at https://bit.ly/3xBYnO4 from Stretto.com. About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on February 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page: https://case.stretto.com/dioceseofbuffalo/docket. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. DIVERSITECH HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service affirmed DiversiTech Holdings Inc's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the B2 rating on DiversiTech's $527 million term loan maturing December 2024, revolving credit facility expiring June 2024 and the Caa2 rating on the company's $120 million second lien term loan due June 2025. The outlook is stable. Affirmations: Issuer: DiversiTech Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd. Senior Secured Term Loan, Affirmed B2 (LGD3) Gtd. Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3) Gtd. Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6) from (LGD5) Outlook Actions: Issuer: DiversiTech Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE DiversiTech's B3 CFR reflects the company's small scale, with revenue near $500 million and high leverage. Further, DiversiTech's financial policy includes the pursuit of acquisitions to remain competitive and grow given the fragmented market in which the company competes. Also reflected in DiversiTech's B3 CFR is the company's broad product offering that provides a one stop shop opportunity for customers and is considered a solid, reliable supply source. The non-discretionary nature of HVAC repair and replacement business fosters a high level of reoccurring business from a broad customer base. Furthermore, DiversiTech's capital expenditure requirements are limited, which enables free cash flow to be allocated toward future acquisitions and debt reduction. The stable outlook reflects Moody's expectation DiversiTech will continue to grow revenue organically, generate free cash flow, maintain good liquidity, and pursue bolt on acquisitions in a disciplined manner. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if debt to EBITDA is sustained above 6.25x and there is a deterioration in liquidity and free cash flow. The ratings could be upgraded if debt to EBITDA approaches 5.0x, good liquidity is maintained, and free cash flow to debt remains around 5%. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. DiversiTech Holdings, Inc., established in 1971 and headquartered in Duluth, Georgia, is a manufacturer and distributor of engineered components for residential and light commercial heating, ventilation and air conditioning ("HVAC"), and refrigeration. With operations across the US, Canada, and the U.K., the company provides over 17,000 product SKUs to more than 4,500 customers through a wholesale distribution channel. Since May 2017, DiversiTech has been owned by private equity sponsor Permira Funds. DURRANI M.D.: Wants Plan Exclusivity Extended Thru July 31 ---------------------------------------------------------- Durrani, M.D., & Associates, P.A. and Omar Hayat Durrani, M.D. ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to extend the Debtors' exclusive period to file a plan to solicit acceptances through and including July 31, 2021. This is the Debtors' first request for extension of the Exclusive Periods. The Debtors' current exclusivity deadline is set on May 12, 2021. The Debtors are hopeful that they can reorganize, but they need additional time. The Debtors have been hit by COVID-19, and need additional time to get the medical practice back on track to its pre-COVID-19 condition. By July 31, 2021, the Debtors hope they will be on their way to recovery from the pandemic and they will be able to reorganize. By allowing the Debtors to have until July 31, 2021, to file a plan of reorganization, the Debtors are optimistic that they will be able to reorganize and emerge successfully from chapter 11. A copy of the Debtors' Motion to extend is available at https://bit.ly/3nEsLTw from PacerMonitor.com. About Durrani, M.D. & Associates Durrani, M.D., & Associates, P.A. -- https://www.durranimd.com -- offers comprehensive treatment for disorders of the kidneys, bladder, and male reproductive system as well as a focus on male and female sexual health. Durrani, M.D., & Associates filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-35543) on November 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 their CPA, Davis & Newsome, P.C. as special litigation counsel, and Durrani, M.D., & Associates, P.A. as an accountant. EARTH FARE: June 29 Plan Confirmation Hearing Set ------------------------------------------------- Earth Fare, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the Combined Disclosure Statement and Plan. On April 27, 2021, Judge Karen B. Owens granted the relief requested in the motion and ordered that: * The Combined Disclosure Statement and Plan is approved on an interim basis for solicitation purposes. * June 21, 2021, is fixed as the last day to deliver all Ballots to be counted as votes to accept or reject the Combined Disclosure Statement and Plan. * June 29, 2021, at 10:00 a.m., is the Confirmation Hearing. * June 22, 2021, at 4:00 p.m., is fixed as the last day to file Objections to approval and confirmation of the Combined Disclosure Statement and Plan. * June 27, 2021, is fixed as the last day for the Debtors to file a consolidated reply to any objections or brief in support of approval of the Combined Disclosure Statement and Plan. Counsel to the Debtors: YOUNG CONAWAY STARGATT & TAYLOR, LLP Pauline K. Morgan M. Blake Cleary Sean T. Greecher Shane M. Reil Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 E-mail: EF@ycst.com About Earth Fare Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims, solicitation and balloting agent. Malfitano Advisors, LLC, provides disposition advisory services to the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Earth Fare, Inc., and EF Investment Holdings, Inc. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel, and Alvarez & Marsal North America, LLC, as financial advisor. EARTH FARE: Unsecured Creditors Out of Money in Sale Plan --------------------------------------------------------- Earth Fare, Inc., et al., submitted a Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated April 27, 2021. The Debtors entered chapter 11 with the belief that a robust, public sale process would result in the highest and best price for the Assets and would best allow the Debtors to maximize the value of their Estates. Since the Petition Date, the Debtors, with the aid of their advisors, specifically A&G, Hilco Streambank, and Hilco/Gordon Brothers, engaged in a wholesale effort to market and sell all of the Debtors' Assets, from the merchandise in the Debtors' stores, to all of the Debtors' more significant Assets. The Debtors' efforts during the Chapter 11 cases were intently focused on, among other things, selling the Debtors' assets and, maximizing the recovery to the Debtors' estates. Since the Committee was appointed, the Debtors, First Lien Agent, and the Committee engaged in negotiations with the goal of consensually resolving the Chapter 11 cases. These negotiations were ultimately successful and accomplished several goals expressed by the Committee. The Committee was part of the Debtors' Sales efforts and supported the Sales of several of the Debtors' leases and the entry into lease termination agreements with multiple landlords. While the Sales were insufficient to satisfy the First Lien Obligations, leaving the estate with insufficient funds for a distribution to holders of Allowed General Unsecured Claims, the Committee and First Lien Lenders reached agreement on the sharing of Sales proceeds in which the First Lien Lenders agreed to the Class 3 Effective Date Payment Amount that is estimated to pay approximately 20% of the First Lien Obligations and, in turn, made available the monies to establish a reserve fund, not to exceed $4,000,000, as the sole source for the payment and satisfaction of Allowed Claims. Second, the Committee sought and received confirmation that the Preference and Avoidance Actions would not be prosecuted and would be waived and released by the Debtors, First Lien Lenders, Second Lien Lenders and Wind-Down Officer, and their respective successors and assigns. Following the Sales, the Debtors are focused principally on efficiently winding down their businesses, preserving Cash held in the Estates, and monetizing their remaining Assets. The remaining Assets include Cash, certain deposits, prepayments, credits and refunds, insurance policies or rights to proceeds thereof, Holdings' equity interests in Earth Fare, and certain Causes of Action. This combined Disclosure Statement and Plan provides for the Assets, to the extent not already liquidated, to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims. The Wind-Down Officer will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Class 3 consists of First Lien Facility Claims in the aggregate amount of $62,992,439. Holders of Class 3 Claims, in full and final satisfaction, settlement, release and compromise and in exchange for their Allowed First Lien Facility Claims, shall receive any cash of the Debtors that exceeds the Satisfaction Amount up to the full face amount of the Allowed First Lien Facility Claims. Class 4 consists of Second Lien Facility Claims in the aggregate amount of $14,800,000. Holders of Allowed Second Lien Facility Claims are not entitled to receive any distribution or retain any property under the Plan on account of such Claims. Class 5 consists of General Unsecured Claims in the amount of $132,019,598. Holders of General Unsecured Claims are not entitled to receive any distribution or retain any property under the Plan on account of such Claims. Holders of Interests in the Debtors will retain no ownership interests in the Debtors under the Plan and such Interests shall be canceled effective as of the Effective Date. The Plan will be implemented by the continued existence of one of the Debtors solely for purposes of monetizing any remaining non Cash Assets and any valuable Causes of Action, and the making of Distributions in accordance with the Plan. Counsel to the Debtors: YOUNG CONAWAY STARGATT & TAYLOR, LLP Pauline K. Morgan M. Blake Cleary Sean T. Greecher Shane M. Reil Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 E-mail: EF@ycst.com About Earth Fare Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc., as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims, solicitation, and balloting agent. Malfitano Advisors, LLC, provides disposition advisory services to the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Earth Fare, Inc., and EF Investment Holdings, Inc. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel, and Alvarez & Marsal North America, LLC, as financial advisor. ELECTRONIC DATA: Bankruptcy Administrator to Form Committee ----------------------------------------------------------- William Miller, U.S. bankruptcy administrator, filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a notice of opportunity to serve on the official committee of unsecured creditors in Electronic Data Magnetics, Inc.'s Chapter 11 case. Unsecured creditors willing to serve on the committee are required to file a response by May 7. An organizational meeting will be scheduled after the committee is appointed, according to the filing. Mr. Miller can be reached through: Susan O. Gattis Bankruptcy Analyst 101 S. Edgeworth Street Greensboro, NC 27401 Fax: 336-291-9913 Email: susan_gattis@ncmba.uscourts.gov About Electronic Data Magnetics Electronic Data Magnetics, Inc. is a High Point, N.C.-based company that manufactures and reproduces magnetic and optical media. Electronic Data Magnetics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10222) on April 22, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Lena M. James oversees the case. Waldrep Wall Babcock & Bailey, PLLC is the Debtor's legal counsel. ELECTRONIC DATA: Truist Bank Seeks to Prohibit Cash Collateral Use ------------------------------------------------------------------ Truist Bank asks the U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, to prohibit Electronic Data Magnetics, Inc. from using cash collateral. Truist Bank, formerly known as Branch Banking and Trust Company, says it maintains liens and security interest in the Debtor's personal property which consists of, inter alia, inventory, equipment, and accounts receivable. Truist maintains that the proceeds of the Debtor's property consisting of inventory and accounts receivables are "cash collateral" as defined in 11 U.S.C. section 363(a). Pursuant to a Loan Agreement dated April 22, 2016, Truist extended a line of credit loan to the Debtor in the principal amount of $5,000,000. In order to evidence its obligation to repay the loan, plus interest, to Truist, the Debtor executed and delivered to Truist a promissory note dated April 22, 2016. The First Note was modified by the parties a number of times to extend the maturity date, the most recent of which were Note Modification Agreements to extend the maturity date to April 22,2022 and to reduce the loan to $4,000,000. The Petition Date balance of the First Note was $2,580,176. On March 22, 2017, Truist also extended a term loan to the Debtor in the principal amount of $120,000. In order to evidence its obligation to repay the loan, plus interest, to Truist, the Debtor executed and delivered to Truist a promissory note dated March 22, 2017. The Second Note matured March 22, 2021. The Petition Date balance of the Second Note was $10,905. In addition to the First Note and Second Note, the Debtor secured a $928,115 Paycheck Protection Program Loan from Truist. In order to evidence its obligation to repay the loan amount. Debtor executed and delivered to Truist a Paycheck Protection Program Promissory Note dated April 16, 2020. The Petition Date loan balance was $928,115. In order to secure the amounts owing under the First Note and the Second Note, on April 22, 2016, the Debtor executed and delivered to Truist a Security Agreement wherein the Debtor granted Truist a security interest in the Debtor's accounts, inventory, equipment, deposit accounts, and general intangibles. Truist duly perfected its security interest in the Collateral by filing a UCC-1 financing statement with the North Carolina Secretary of Stale on April 13, 2016. The UCC-1 Financing Statement was timely continued per amendment filed February 9, 2021. The Debtor is also owed, and has applied for, a tax refund from the IRS in an amount in excess of $1,000,000. Truist says the tax refund constitutes its collateral. As of April 21, 2021, the payoff amounts owing to Truist do not include costs and attorneys' fees of Truist. Truist has not consented to the Debtor's use of cash collateral nor has the Court authorized such use. A copy of the bank's motion is available for free at https://bit.ly/3xyTrJB from PacerMonitor.com. About Electronic Data Magnetics Electronic Data Magnetics manufactures and reproduces magnetic and optical media. The Company is a manufacturer of technically advanced printed products used in a variety of markets including, airlines, mass transit agencies, toll roads, parking institutions, betting slips, printing for US GPO, tabulating cards, and RFID tags. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10222) on April 22, 2021. In the petition signed by R. Richard Hallman, president and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lena M. James oversees the case. James C. Lanik, Esq. at WALDREP WALL BABCOCK & BAILEY PLLC is the Debtor's counsel. Truist Bank, as lender, is represented by: Daniel Bruton, Esq. Walter W. Pitt, Jr., Esq. BELL, DAVIS & PITT, P.A. P.O. Box 21029 Winston-Salem, NC 27120-1029 Tel: (336) 722-3700 ENDEAVOR OPERATING: S&P Raises ICR to 'B' on IPO, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit ratings on Endeavor Operating Co. LLC and WME IMG Holdings LLC to 'B' from 'CCC+', and raised the issue-level rating on the first-lien debt of WME IMG's subsidiaries to 'B' from 'CCC+'. In addition, S&P affirmed its 'B' issuer credit rating on UFC and equalized it with the ratings on Endeavor and WME IMG, to reflect the subsidiary's integral position to the consolidated entity's future strategy. The upgrades of Endeavor and WME IMG reflect improved liquidity, the significantly reduced risk of a distressed debt restructuring, and signs of recovery in key revenue streams such as content production, representation, and live events. S&P no longer believes Endeavor's or WME IMG's capital structures will likely be unsustainable over time or that WME IMG may be motivated to seek a distressed debt restructuring, which were key risk considerations that factored into our previous rating. Through the IPO and concurrent transactions, Endeavor will likely have sufficient liquidity to rebuild its business to a leverage level commensurate with a 'B' rating, possibly by 2022 under S&P's base-case forecast, despite the near-term stress on revenue and cash flow, particularly in live events-based businesses. S&P said, "We estimate Endeavor's total liquidity at the end of first-quarter 2021 will be about $1.64 billion pro forma for the IPO and private placement, inclusive of consolidated cash balance of about $1.4 billion and $242 million of combined revolver availabilities at WME IMG and UFC. After cash uses for the UFC acquisition, the IPO and private placement would contribute about $750 million to consolidated cash balances to fund near-term acquisitions and to place additional cash on the balance sheet. While we do not net cash in our measure of adjusted debt because Endeavor will remain a financial sponsor-controlled company (Silver Lake and affiliates will have about 68% of the voting rights and 41% of the economic rights on a fully diluted and converted basis pro forma for the IPO and UFC transactions), the substantial cash balances give us confidence that the company's liquidity runway is likely robust enough to reach into 2022 when live events can return in a significant way, which we believe could be nearly comparable to 2019 levels. In addition, the company may use a moderate amount of cash to repay debt, which we have assumed as a placeholder amount of $250 million in 2022. "We are increasingly confident that key revenue streams--representation, content production, and live events--have recovered significantly or could soon rebound. Content production and representation partially continued during the pandemic and have ramped up due to a backlog of projects, therefore we have assumed that on an organic basis these revenue streams will be 50%-70% of 2019 levels in 2021, and recover to 85%-100% of 2019 levels by 2022. Endeavor's event- or live entertainment-based revenues, which were disproportionately hurt during the pandemic, have demonstrated that some events can be held without a reliance on live audiences, such as televised sporting events, and efforts are underway to prepare for a return of concerts and live music, as long as the pace of vaccinations in the U.S. continues to increase consumers' confidence. UFC 261, which was held on April 24 in Jacksonville, Fla., had a sold-out live audience of 15,000 for the first time since the pandemic, signaling that live events could return quickly in some geographies. Other live events owned or represented by Endeavor could follow, including the Miami Open and On Location Experiences. Our assumptions on Endeavor's live events and related marketing revenues are also supported by our forecast for U.S. advertising growth of 8.8% in 2021, underpinned by double-digit-percentage growth in the digital segment. In addition, the company also has significant acquired revenue growth and organic investments including On Location Experiences and Endeavor Content, which we assume to ramp up significantly in 2021 and 2022." Endeavor's full ownership of UFC improves access to the subsidiary's liquidity and substantial cash flow generation. S&P previously had a rating differential between UFC and parent Endeavor based on an assessment of the UFC LLC Agreement, which contained governance controls to mitigate the impact on UFC if financial risk deteriorated at Endeavor or WME IMG. These controls required unanimous approval from UFC board members, including minority investor KKR, for significant capital structure actions such as UFC supporting its parent with liquidity, or engaging in bankruptcy and other restructuring actions. This caused S&P to conclude that such actions could be blocked especially during periods of stress, insulating UFC from Endeavor's credit risk. S&P said, "Due to the IPO and concurrent transactions, we have equalized the issuer credit ratings among Endeavor, WME IMG, and UFC. The UFC LLC agreement will be amended, terminating restrictions on dividends and restructuring transactions, which will remove controls that had caused the rating differential. We also equalized the ratings because we believe UFC has become integral over the past several years to Endeavor's identity and future strategy of owning or operating scarce sports properties. The size of UFC's cash flow base compared to the rest of the consolidated entity makes UFC a significant component of financing and corporate risk management going forward and contributes to a very low likelihood of being sold. We believe Endeavor could access UFC's liquidity to support strategic or operating needs in other areas of the consolidated entity, considering WME IMG's potential cash needs during the recovery period. Endeavor's access to UFC's liquidity would be limited only by covenants under UFC's credit facilities, which prohibit leverage above 5x. We do not believe the covenants are sufficient risk mitigants to cause a rating differential between Endeavor and UFC because control and governance are shared. In addition, UFC's credit facilities could be refinanced and their terms renegotiated in the future." UFC underpins Endeavor's consolidated financial profile, and this factor contributed to the upgrade. UFC's high EBITDA margin supports Endeavor's overall financial profile. The UFC business model demonstrated resilience during the pandemic and experienced revenue and EBITDA growth during 2020. UFC benefits from a strategic relationship with ESPN, which has stated that contact sports are a key vertical and growth driver for ESPN+ subscriptions. In return for monthly, contractually fixed, high-margin media rights fees, UFC distributes its content exclusively through ESPN cable channels and ESPN+ in the U.S. S&P said, "We believe these cash flows would continue even if the event schedule shifts, as it did during 2020, and the strength of the contract mitigates the risk of cash flow volatility. We also believe UFC benefits from a relatively capital-light model and its ownership of UFC Apex, a fitness and production center in Las Vegas that can broadcast live bouts, deliver on the terms of the ESPN media rights contract, and contain costs as the company ramps back up to a fuller event schedule at arenas and stadiums. The utilization of UFC Apex was a significant advantage in 2020 and could be a source of flexibility in the future. Furthermore, the addition of Fight Island in Abu Dhabi as a host city provides incremental operating flexibility, especially for hosting international athletes who face travel restrictions. We also believe the Fight Island arrangement reflects the benefits of network effects that Endeavor can bring to its core assets, particularly during times of uncertainty." S&P said, "Our rating outlook on all entities is negative, reflecting a consolidated view of credit quality and our forecast for very high leverage in 2021, as well as significant operating uncertainty on the path to recovery, particularly in the company's revenue streams exposed to live events. We believe there is risk that social-distancing measures or practices could persist for some time and pressure the company's live events-based businesses, which could experience operating variability on the path to recovery. "We could lower the ratings on Endeavor and UFC if we lose confidence in the recovery of events-based and representation revenue streams in a manner that sustains adjusted debt to EBITDA above 7.5x. We could also lower the rating if liquidity deteriorates and EBITDA coverage of interest expense becomes pressured. "We could revise the outlook to stable if widespread immunity to COVID-19 is achieved in a manner that increases revenue visibility and confidence in our leverage forecast. We could raise the rating by one notch if Endeavor and its sponsor Silver Lake demonstrate a financial policy of maintaining our measure of consolidated adjusted debt to EBITDA below 5.5x, incorporating the potential for additional acquisitions and volatility over the economic cycle." ENGINEERED MACHINERY: S&P Affirms 'B-' ICR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed the 'B-' issuer credit rating, as well as the 'B-' rating on Engineered Machinery Holdings Inc.'s (Duravant) first-lien term loans, and raised the ratings on the company's second-lien term loan to 'CCC+'from 'CCC'. S&P said, "We are also assigning a 'B-' issue-level and '3' recovery rating to the incremental first-lien term loan, and a 'CCC+' issue-level and '5' recovery rating to the incremental second-lien term loan. "The stable outlook reflects our view that the company will benefit from increased scale and exposure to stable end markets. We believe leverage will increase to the 6.5x-7.0x range on a pro forma basis and the company will continue to generate strong free operating cash flow. "The acquisition nearly doubles the company's debt load, but we expect credit metrics to remain manageable. Foodmate represents the thirteenth transaction Duravant has made under the majority ownership of Warburg Pincus since 2017. Over that horizon, we believe Duravant has demonstrated a solid track record integrating acquisitions. Still, the Foodmate transaction is significantly larger than prior deals and comes with a higher degree of risk. Furthermore, as a result of the proposed financing, the company's absolute debt levels increase by nearly 60%. "Despite the additional debt, we view this acquisition favorably because it will expand Duravant's exposure to food end markets, which we expect will remain relatively stable. In particular, Foodmate's focus on poultry-processing should provide steady returns given increased reliance on poultry as a cheap protein in Western countries. Following the acquisition, about half of the company's revenues will come from food and beverage end markets. Still, we view the higher debt load and increased execution risk for integrating a large company into the portfolio as a risk to the forecast. "Duravant outperformed our expectations during the pandemic. The company benefited from better-than-expected performance through sales to e-commerce customers due to increased volumes during the pandemic and through increased need for automation in customer plants, offset by some customer deferrals within retail, airports, and QSR in its materials handling business. As a result, Duravant's S&P Global Ratings-adjusted debt to EBITDA improved to approximately 6x for the year ended Dec. 31, 2020, stronger than our expectations. We expect the company's packaging sales to rebound and for increased demand for automation within food production to drive higher revenue growth. "We expect liquidity to remain solid over the forecast period. The company is planning to upsize its revolving credit facility to $235 million in conjunction with the transaction. The company may temporarily draw on the facility immediately following the acquisition. However, given our base-case forecast, we expect the company to be able to pay down this balance by year end given ample free operating cash flow (FOCF) generation. As well, the company maintains adequate cushion under its covenants and has no near-term maturities. "The stable outlook reflects our view that Duravant will maintain strong EBITDA margins, allowing it to continue generating good free cash flow in 2021, and that its S&P Global Ratings-adjusted debt to EBITDA will decline toward the mid-6x area over the next 12-18 months. "We could raise our ratings on Duravant if stronger-than-expected operating performance reduces leverage comfortably below 6.5x. At the same time, we would need to believe the financial sponsor was committed to maintaining that level of leverage, inclusive of future acquisitions and dividends. At the same time, an upgrade would also be contingent upon Duravant maintaining its good free operating cash flow capability. "We could lower the rating on Duravant if leverage were to increase to the point where we viewed its capability structure as unsustainable. We could also lower the rating if the company's liquidity were to deteriorate meaningfully; for instance, if it increased its reliance on its revolving credit facility to the point where its covenant cushion eroded significantly." ENTRUST ENERGY: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 7 on April 28 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Entrust Energy Inc. and its affiliates. The committee members are: 1. Bandon River Capital 14785 Preston Road, Suite 1030 Dallas, TX 75254 Contact: Corey Smith Phone: 214-649-5704 E-mail: corey.smith@bandonrivercapital 2. MAJ Marketing, LLC 10945 Estate Lane, E105 Dallas, TX 75041 Contact: Miguel Hernandez Phone: 469-324-8510 E-mail: ee.majmarketing@gmail.com 3. Brookfield Properties Two Allen Center 1200 smith Street, Suite 1200 Houston, TX 77002 Contact: Amanda Dworak Phone: 713-336-2347 E-mail: Amanda.dworak@Brookfieldproperties.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Entrust Energy Houston, Texas-based Entrust Energy generates, transmits and distributes electrical energy to homes and businesses. Entrust Energy and 14 of its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 21-31070) on March 30, 2021. Entrust Energy had estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million as of the bankruptcy filing. Baker & Hostetler LLP, led by Elizabeth A. Green, Esq., is the Debtors' legal counsel. BMC Group, Inc. is the claims noticing and solicitation agent. EVO TRANSPORTATION: Delays Filing of 2020 Annual Report ------------------------------------------------------- EVO Transportation & Energy Services, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2020. EVO Transportation was unable to file its Annual Report within the prescribed time period because it needs additional time to complete the presentation of certain information in its financial statements and notes thereto. Management anticipates significant changes in the Company's results of operations from the year ended Dec. 31, 2019 to the year ended Dec. 31, 2020, which is the period covered by the subject report. The reasons for the significant changes are: (a) the Company completed the acquisition of Courtlandt and Brown Enterprises LLC and Finkle Transport Inc. in the third quarter of 2019, (b) the Company completed the acquisition of John W. Ritter, Inc., Ritter Transportation Systems, Inc., Ritter Transport, Inc., and Johmar Leasing Company, LLC in the third quarter of 2019 (c) the Company borrowed an additional $6.275 million under its senior credit facility in the first quarter of 2020, (d) the Company raised $6.15 million from private offerings of equity securities in the first quarter of 2020, (e) the Company obtained a $10 million loan under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act in the second quarter of 2020, and (f) certain of the Company's subsidiaries borrowed $17.033 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act in the fourth quarter of 2020. Accordingly, the Company anticipates its financial statements for the year ended Dec. 31, 2020 will reflect, among other things, significant increases in revenue, a significant increase in net cash used in operating activities, and significant increases in total assets and liabilities. The Company is unable to provide a quantitative estimate of these or other amounts at this time because our financial statements remain subject to ongoing review by management and its auditors. The Company has not yet filed its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2019, its Annual Report on Form 10-K for the year ended Dec. 31, 2019, or its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020, or Sept. 30, 2020. About EVO Transportation Headquartered in Peoria, AZ, EVO Transportation & Energy Services, Inc. is a transportation operator and next generation supplier for the United States Postal Service (USPS). It offers flexible and efficient solutions through a combination of diesel and CNG trucks and tractors across 15 states. EVO Inc. also operates six strategically located CNG refueling stations in Jurupa Valley, CA; Lake Arlington, TX; Fort Worth, TX; Oak Creek, WI; Tolleson, AZ; and San Antonio, TX that accommodate Class 8 trucks and trailers. EVO Inc. has identified a compelling opportunity in an evolving ecosystem of USPS transportation contractors, and the Company has refocused its corporate strategy to leverage its footprint of CNG stations and relationships with owner-operators to build a national fleet of haulers and in turn drive additional CNG sales to its company-owned stations. Evo reported a net loss of $6.57 million in 2018 following a net loss of $9.16 million in 2017. Houston, Texas-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2019, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FEH INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR --------------------------------------------------------- S&P Global Ratings revised its outlook on FEH Inc. to negative from stable. At the same time, S&P affirmed its 'BB' issuer credit and issue ratings on FEH. The recovery rating on the first-lien term loan remains '4', indicating our expectation for an average (35%) recovery. FEH increased its leverage to 5.28x in 2020, due to the $306 million incremental debt it took on to fund the THL Credit acquisition, as well as the early 2020 market volatility impact on earnings. While S&P expects leverage to decline gradually over the next 12 months, the extent is uncertain as the company's persistent net outflows over the last three years and the current underperformance compared with the broader market could limit EBITDA improvement. That said, the company's net flows improved incrementally during the year, and we expect flat to modest net inflows for full-year 2021. The company's largest funds are defensively positioned with significant cash and gold investments. While these are currently underperforming the broader market, Morningstar ratings of these funds are good, and the market volatility of early 2020--short as it was--may have renewed investor interest in capital preservation strategies despite comparatively weaker returns. The global fund, which comprises over half of AUM, is in the second quartile on one-, three- and five-year bases, and in the first quartile on 10- and 15-year bases, as well as over the past three months. While FEH has historically outperformed following downturns, with net flows following, S&P does not assume it will follow the same trajectory in 2021 given the speed of the recovery, continued equity market strength, and low inflation. S&P said, "We historically viewed FEH as somewhat stronger than some of its similarly rated peers because of its capital preservation-focused core strategies, above-average margins, and good benchmark-relative investment performance. We see these comparative business supports as weakening. The company remains extremely concentrated, relatively small, and has experienced net outflows over the past three years. The company also has some locked up capital in private credit strategies (approximately 18% of assets under management), which is not subject to redemption risk and generates more stable and predictable fees. We view this positively, though it is a smaller portion of assets under management than alternative asset managers with stronger business risk profiles. "We anticipate that the company's liquidity resources will be sufficient to satisfy liquidity needs in the next 12 months. We expect the company's cash balance, revolving credit facility, and cash flow generation will be more than sufficient to offset small capital expenditures, debt repayments, and dividend payments. "The negative outlook reflects our expectation that leverage will remain near 5.0x over the next 12 months. "We could lower the rating in the next 12 months if leverage remains above 5.0x, or if we view the business as weakening compared with peers. "We could revise the outlook to stable if leverage declines and we expect it to remain below 4.0x, or if we expect it to remain in the lower half of 4.0x-5.0x while we view the business as strengthening compared with similarly rated peers." FESTIVE WORKS: June 15 Plan & Disclosure Hearing Set ---------------------------------------------------- On April 20, 2021, Festive Works, LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Liquidation and Disclosure Statement. On April 27, 2021, Judge John K. Sherwood conditionally approved the Disclosure Statement and ordered that: * June 8, 2021, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. * June 8, 2021, is fixed as the last day for filing written acceptances or rejections of the Plan. * June 15, 2021, at 10:00 a.m., at the United States Bankruptcy Court, District of New Jersey, 50 Walnut Street, Newark, NJ 07102, in Courtroom 3D is the hearing for final approval of the Disclosure Statement and for confirmation of the Plan. A full-text copy of the order dated April 27, 2021, is available at https://bit.ly/3u6lsGA from PacerMonitor.com at no charge. Counsel to the Debtors: PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 John S. Mairo, Esq. Christopher P. Mazza, Esq. E-mail: jsmairo@pbnlaw.com cpmazza@pbnlaw.com About Festive Works Festive Works, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 21-10445) on Jan. 20, 2021. The case is assigned to Judge John K. Sherwood. In the petition signed by Agapios Kyritsis, member, the Debtor disclosed $1 million to $10 million in assets and liabilities. The Debtor tapped John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., as counsel. M. Greenwald Associates LLP serves as the Debtor's financial advisor. FOXWOOD HILLS: Disclosure Statement Hearing Reset to May 26 ----------------------------------------------------------- Judge Helen E. Burris has entered an order within which the hearing to consider the disclosure statement of debtor Foxwood Hills Property Owners Association, Inc., previously scheduled for May 4, 2021, at the Donald Stuart Russell Federal Courthouse, 201 Magnolia Street, Spartanburg, SC 29306-2355, is rescheduled for May 26, 2021, at 10:00 a.m., at the same location. Attorneys for the Debtor: JULIO E. MENDOZA, JR. KYLE A. BRANNON NEXSEN PRUET, LLC 1230 Main Street, Suite 700 (29201) Post Office Box 2426 Columbia, SC 29202 Telephone: 803-540-2026 803-540-2168 E-mail: rmendoza@nexsenpruet.com kbrannon@nexsenpruet.com About Foxwood Hills Property Owners Association Foxwood Hills Property Owners Association, Inc., is an organization of owners of Foxwood Hills -- a lakefront community of primary and vacation homes nestled in the northwest corner of Oconee County, S.C. Foxwood Hills Property Owners Association filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20-02092) on May 8, 2020. At the time of the filing, the Debtor disclosed $4,253,427 in assets and $219,780 in liabilities. Judge Helen E. Burris oversees the case. The Debtor tapped Nexsen Pruet, LLC as legal counsel and Elliott Davis, LLC, as accountant. American Legal Claim Services, LLC, is the claims and noticing agent. GAINCO INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Gainco, Inc. 900 Floerke Road Portland, TX 78374 Business Description: Gainco, Inc. -- http://www.gaincoinc.com-- is a full service, environmental company, founded in 2003. The Company provides expertise in spill response/clean up, industrial cleaning, drilling, and waste management services. Headquartered in Portland, TX, the Company also has offices in Harlingen and San Antonio, TX. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-21122 Judge: Hon. David R. Jones Debtor's Counsel: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, PC 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 E-mail: bkingman@kingmanlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Theresa Nix, president. 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/OX4SBYQ/Gainco_Inc__txsbke-21-21122__0001.0.pdf?mcid=tGE4TAMA GILBERT MH: Seeks Approval to Hire UB Realty as Realtor ------------------------------------------------------- Gilbert MH, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Amy Hansen, an agent at HUB Realty as its realtor. The Debtor requires a realtor to sell its property in Gilbert, Ariz. The realtor's commission will be 6 percent of the total purchase price. Ms. Hansen disclosed in a court filing that the she is a disinterested party and has no prior affiliation with the Debtor or any of its members, principals or affiliates. Ms. Hansen can be reached through: Amy Hansen HUB Realty 9 Grapevine Avenue, Suite 3 Lexington, MA 02421 Phone: 617-424-0100 Email: sales@hubrealtyproperties.com 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. GKS CORPORATION: Court Confirms Joint Liquidating Plan ------------------------------------------------------ Judge Elizabeth D. Katz confirmed the Joint Liquidating Plan of GKS Corporation, as proposed by the Debtor and the Official Committee of Unsecured Creditors. On the Effective Date, the terms of the Plan and the confirmation order will be binding upon the Debtor, all holders of Claims, the Plan Administrator, the Plan Committee, and all other parties-in-interest in the Debtor's Chapter 11 case. The Court disclosed that at least two-thirds in amount and more than one-half in number of the holders of Allowed Claims in Class Five who timely and properly submitted ballots accepted the Plan. Judge Katz approved the: * appointment of SilverBloom Consulting, LLC as the Plan Administrator, who will be acting through its president, Jamie Spencer, provided that the Plan Administrator shall, prior to the Effective Date, obtain an appropriate surety bond with $13 million coverage and maintain said bond until the earlier of (i) entry of an order closing the Debtor's Chapter 11 case, (ii) entry of an order of the Massachusetts Bankruptcy Court authorizing the termination or modification of such surety bond, and (iii) the Plan Administrator's receipt of written authorization of the Plan Committee to terminate or modify such surety bond. * appointment of the members of the Committee as the members of the Plan Committee. * retention by the Plan Committee of Weiner Law Firm, P.C. as its counsel. Each of the Plan Administrator and the Plan Committee will be deemed the representative of the Estate pursuant to Section 1123(b)(2)(B) of the Bankruptcy Code and vested with standing to pursue all actions necessary to the performance of its duties under the Plan. The entry of the confirmation order will be deemed entry of an order approving all settlements embodied in the Plan, pursuant to Sections 363, 1123 and 1129 of the Bankruptcy Code and Bankruptcy Rule 9019. A copy of the confirmation order is available for free at https://bit.ly/3gJvuJH from PacerMonitor.com. About GKS Corporation GKS Corporation -- http://www.theamericaninn.net/-- owns and operates a continuing care retirement community and assisted living facility for the elderly. It is a 50-acre country village setting in Southwick, Mass., with easy access to healthcare services, transportation, shopping and recreation. GKS Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26, 2019. At the time of the filing, the Debtor listed between $1 million and $10 million in assets and $10 million and $50 million in liabilities. Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the Debtor's legal counsel. OnePoint Partners, LLC, was approved to provide Toby Shea as Chief Restructuring Officer for the Debtor. GREATER HOUSTON POOL: Wins Cash Collateral Access Thru July 27 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Greater Houston Pool Management, Inc. and affiliates to use cash collateral on an interim basis through July 27, 2021. The Debtor is authorized to use cash collateral, including but not limited to revenue collected in its ordinary course of business on a continuing basis as conditioned by the terms of the order. The Debtor may use cash collateral to meet its post-petition obligations in the ordinary course of business, including payment of post-petition bills and expenses such as rent, utilities, maintenance, payroll, taxes to operate and maintain the property of the Estate, any other disbursements authorized by Court Order and all in accordance with the Budget. The Court says the holders of allowed secured claims with a security interest in cash collateral will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent and in the same priority as those interests appeared on the commencement date. A copy of the order is available for free at https://bit.ly/3t5puh8 from PacerMonitor.com. About Greater Houston Pool Management Greater Houston Pool Management, Inc. filed it voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-31047) on March 21. 2021. Daniel McInnis, president, signed the petition. At the time of filing, the Debtor disclosed $878,683 in total asset and $3,026,960 in total liabilities. Judge Eduardo V. Rodriguez oversees the case. Attorney Donald Wyatt, PC serves as the Debtor's legal counsel. GREEN PHARMACEUTICALS: Seeks to Use Cash Thru Jan. 31, 2022 ----------------------------------------------------------- Green Pharmaceuticals, Inc., asked the Bankruptcy Court to authorize the use of cash collateral in the ordinary course of business from June 1, 2021 through January 31, 2022. The Debtor also sought permission from the Court to grant replacement liens to FC Marketplace, LLC and Millennium Funding to the extent the creditors' pre-petition lien attached to the Debtor's property pre-petition and with the same validity, priority, and description of collateral. In a Memorandum of Points and Authorities filed with the Court, counsel for the Debtor Steven R. Fox, Esq., at The Fox Law Corporation, Inc.,. disclosed that FC Marketplace is receiving its regular monthly loan payment from the Debtor's principal, pursuant to a state court stipulation, and that the Debtor has stopped its relationship with Millennium in the fall of 2020. The Debtor believes it does not owe Millennium any monies. The Debtor also disclosed that, with the assistance of mediator/attorney, Michael Kogan, the Debtor and the plaintiffs in the Rosendez class action successfully mediated their differences, the class holding a claim for approximately $4 million. The Debtor said it intends to file a Plan and Disclosure Statement shortly. A copy of the Memorandum is available for free at https://bit.ly/3eZIett from PacerMonitor.com. The Court will convene a remote hearing on May 20, 2021 at 11:30 a.m., to consider the request. About Green Pharmaceuticals Green Pharmaceuticals, Inc. -- https://www.snorestop.com/ -- is a privately held company in Camarillo, California, offering its flagship brand SnoreStop, an easy-to-use sprays and tablets that help people to experience a good night's sleep. SnoreStop the only medically proven over-the-counter natural solution to snoring that is not a device. Green Pharmaceuticals, based in Camarillo, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12087) on Dec. 19, 2018. In the petition signed by Dominique De Rivel, president and CEO, the Debtor disclosed $380,735 in assets and $3,951,007 in liabilities. The Hon. Deborah J. Saltzman oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., serves as bankruptcy counsel. GRIDDY ENERGY: Liquidation Plan Vote Delayed for More Info ---------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that a bankruptcy judge ordered Griddy Energy LLC to explain broad third-party releases in its Chapter 11 liquidation plan and give a creditor committee more time to investigate before the power retailer can seek creditors’ votes on the plan. The company's disclosure statement should contain more information about how the estate would benefit from releasing directors, officers, and non-bankrupt parties from liability, Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas said at a hearing Thursday, April 27, 2021. The Texas-based company filed for bankruptcy in March, blaming its collapse on fallout from a severe winter storm. About Griddy Energy California startup Griddy Energy is an American power retailer that formerly sold energy to people in the state of Texas at wholesale prices for a $9.99 monthly membership fee and had approximately 29,000 members. Griddy was a feature of Texas' unusual, deregulated system for electric power. The vast majority of Texans -- and Americans -- pay a fixed rate for electric power and get predictable monthly bills. However, Griddy works by connecting customers to the wholesale market for electricity, which can change by the minute and is more volatile, for a monthly fee of $9.99. During February 2021's winter storm in Texas, power generators failed and demand for heating shot up. In response, ERCOT raised the price of electricity to the legal limit of $9 per kilowatt-hour and kept it there for several days. Griddy customers who didn't lose power were hit with massive electric bills that were auto-debited from their bank accounts. State grid operator ERCOT at the end of February 2020 cut off the Griddy's access to customers for unpaid bills following the Texas freeze. The Texas attorney general also said it is suing Griddy, saying it engaged in deceptive trade practices by issuing excessive bills. Griddy Energy filed a chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 21-30923) on March 15, 2021. Griddy estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Griddy is represented by Baker Botts LLP as legal counsel. Griddy is represented by Crestline Solutions, LLC and Scott Pllc as public affairs advisors. Stretto is the claims agent. GUDORF SUPPLY: Wins Cash Collateral Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Evansville Division, has authorized Gudorf Supply Company, Inc., to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral in order to continue to operate its business and to attempt a successful reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code. Axos Bank, the Secured Creditor, has made loans to the Debtor pursuant to various loan documents. As of petition date, the Debtor is indebted to the Secured Creditor in excess of $1,000,000, plus accrued and unpaid interest and other charges. The Debtor says the Secured Creditor have valid and enforceable security interests and liens in the Debtor's cash collateral. The Court says it makes no determination regarding the extent, validity, and priority of liens in the Cash Collateral at this time. All rights, claims and arguments of the Debtor, the Secured Creditor, and all other interested parties regarding the extent, validity, and priority of liens in the Cash Collateral, including but not limited to the issue of adequate protection payments, are preserved pending further order of the Court. The events that constitute an Event of Default are: (i) a trustee or examiner is appointed in this Chapter 11 case other than the subchapter v trustee who has been appointed; (ii) the Debtor's Chapter 11 case is converted to a Chapter 7 case or dismissed; (iii) the Debtor fails to comply with any term of this Order, including but not limited to its payment obligations and compliance with the Budget; (iv) the Debtor makes any payment not set forth in the Budget; and (v) the Debtor fails to comply with any of the adequate protection or reporting obligations. The Debtor is also directed to maintain and manage its business and operations in the ordinary course under the current circumstances, including without limitation the maintenance of adequate insurance coverage with respect to loss of or damage to the Post-Petition Collateral. A copy of the order is available for free at https://bit.ly/3gP4Uiv from PacerMonitor.com. About Gudorf Supply Company Gudorf Supply Company, Inc., a residential heating and air service company in Jasper, Ind., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 21-70158) on March 10, 2021. Gudorf President Michael Gudorf signed the petition. At the time of filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Andrea K. McCord oversees the case. KC Cohen, Lawyer PC and Richey, Mills & Associates, LLP serve as the Debtor's legal counsel and financial advisor, respectively. GULFPORT ENERGY: Amended Joint Plan Confirmed by Judge ------------------------------------------------------ Judge David R. Jones has entered findings of fact, conclusions of law, and an order confirming the Amended Joint Chapter 11 Plan of Reorganization of Gulfport Energy Corporation and its debtor-affiliates. The Convenience Claim Opt-In Form is approved. The Debtors will cause the Convenience Claim Opt-In Form to be served on or as soon as reasonably practicable after the Effective Date upon Holders of General Unsecured Claims who hold unliquidated General Unsecured Claims or General Unsecured Claims in excess of the Convenience Claim Threshold. The Debtors shall create the Unsecured Claims Distribution Trust, and shall execute the Unsecured Claims Distribution Trust Agreement. On the Effective Date, the following assets shall be transferred by the Debtors or the Reorganized Debtors to, and will vest in, the Unsecured Claims Distribution Trust: the Mammoth Shares; the Gulfport Parent Equity Pool; the Gulfport Parent Cash Pool; and the Convenience Claims Distribution Pool. On the Effective Date, the Reorganized Debtors will deliver to the Unsecured Claims Distribution Trust $1,000,000 that may be used by the Unsecured Claims Distribution Trustee to pay (without need for Bankruptcy Court approval) the Unsecured Claims Distribution Trust's administrative costs and expenses. The United States Fire Insurance Company, Everest Reinsurance Company, QBE Insurance Corporation, and RLI Insurance Company ("RLI," and, together with U.S. Fire, Everest, and QBE, the "Sureties" and each, individually, a "Surety") have issued various surety bonds on behalf of certain of the Debtors (collectively, the "Assumed Surety Bonds" and, each individually, an "Assumed Surety Bond"). The Assumed Surety Bonds were issued pursuant to certain payment and indemnity agreements and/or related agreements by and between the Sureties, on the one hand, and the Debtors and their affiliates and certain non-Debtors, as applicable, on the other hand. About Gulfport Energy Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. The Honorable David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Partners, LP, is the financial advisor. The U.S. Trustee for Region 7 formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Norton Rose Fulbright US LLP and Kramer Levin Naftalis & Frankel, LLP and Jefferies LLC as its investment banker. HARCO UNIVERSAL: Seeks to Hire Consumer Law Attorneys as Counsel ---------------------------------------------------------------- Harco Universal Entertainment, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Consumer Law Attorneys as its legal counsel. The firm will render these services: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections, when appropriate, to claims filed against the estate; b. prepare legal papers; c. advise the Debtor with regard to its rights and obligations under the Bankruptcy Code; d. prepare and file schedules of assets and liabilities; e. prepare and file a Chapter 11 plan and corresponding disclosure statement; and f. perform all other necessary legal services in connection with the Debtor's Chapter 11 case. The firm's current hourly rates range from $150 for paralegals to $400 for attorneys. As disclosed in court filings, Consumer Law Attorneys and its attorneys are disinterested and do not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Christopher Hixson, Esq. Consumer Law Attorneys 2727 Ulmerton Road, Suite 270, Clearwater, FL 33762 Phone: 877-241-2200 Email: chixson@consumerlawattorneys.com About Harco Universal Entertainment Harco Universal Entertainment, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01136) on March 17, 2021. At the time of the filing, the Debtor disclosed $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Lori V Vaughan oversees the case. Christopher L. Hixson, Esq., at Consumer Law Attorneys, represents the Debtor as legal counsel. HAWAIIAN HOLDINGS: Incurs $60.7 Million Net Loss in First Quarter ----------------------------------------------------------------- Hawaiian Holdings Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $60.69 million on $182.22 million of total operating revenue for the three months ended March 31, 2021, compared to a net loss of $144.37 million on $559.14 million of total operating revenue for the three months ended March 31, 2020. As of March 31, 2021, the Company had $4.97 billion in total assets, $1.19 billion in total current liabilities, $1.86 billion in long-term debt, $1.29 billion in total other liabilities and deferred credits, and $612 million in shareholders' equity. Cash, cash equivalents and short-term investments totaled approximately $1.9 billion as of March 31, 2021, compared to $0.9 billion as of Dec. 31, 2020. As a result of the COVID-19 pandemic, the Company took actions to increase liquidity and augment its financial position. "We reached an important inflection point during the first quarter on our path to recovery with an encouraging rebound in demand, despite the challenges that the COVID-19 pandemic continues to impose on our business. Bookings in North America improved materially as we began to realize the pent up demand for leisure travel after a year of lockdown," said Peter Ingram, Hawaiian Airlines president and CEO. "I am grateful to my colleagues who continue to connect people with aloha in the face of historic uncertainty. I am more optimistic each day about our progress as we rebuild our network and capitalize on the resilience of Hawai'i as a post-pandemic vacation destination." As of March 31, 2021, the Company had: * Unrestricted cash, cash equivalents and short-term investments of $1.9 billion, up $1.0 billion from Dec. 31, 2020 * Outstanding debt and finance lease obligations of $2.1 billion, up $852 million from Dec. 31, 2020 * Air traffic liability of $687 million, up $154 million from Dec. 31, 2020 The Company further enhanced its liquidity position during the first quarter of 2021, including: * In February 2021, Hawaiian completed a private placement by Hawaiian Brand Intellectual Property, Ltd., an indirect wholly owned subsidiary of Hawaiian, and HawaiianMiles Loyalty, Ltd., an indirect wholly owned subsidiary of Hawaiian, of an aggregate of $1.2 billion principal amount of 5.75% senior secured notes due 2026. * In March 2021, the Company completed an at-the-market equity offering ("ATM program") of shares of its common stock. The Company issued an aggregate of 5.0 million shares through the ATM program, raising net proceeds of $109 million, of which $68 million was raised in the first quarter of 2021. * As of March 31, 2021, the Company has received $147.3 million in grants and $20.2 million in loans pursuant to the Payroll Support Program Extension Agreement with the U.S. Department of the Treasury. In February 2021, the Company repaid in full the $45 million loan from the U.S. Department of Treasury under the Economic Relief Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). This debt extinguishment resulted in the recognition of a non-operating loss of $4 million. In February 2021, the Company repaid $235 million of borrowings under its revolving credit facility, of which the full amount is available to the Company. In the second quarter of 2021, the Company expects to receive approximately $25.1 million pursuant to the PSP Extension Agreement and approximately $179.7 million in Payroll Support Program funds pursuant to a Payroll Support Program 3 Agreement with the U.S. Department of Treasury under the American Rescue Plan Act of 2021. As of March 31, 2021, the Company had $2.1 billion in liquidity, including the undrawn portion of its revolver. This figure does not include the $205 million of additional PSP Extension Agreement and PSP3 funding that the Company expects to receive in the second quarter. The Company is confident it has the liquidity to weather the remaining near-term effects of the pandemic and is not currently looking to raise additional capital. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1172222/000117222221000056/ha-20210331.htm About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. Hawaiian Holdings reported a net loss of $510.93 million for the year ended Dec. 31, 2020, compared to net income of $223.98 million for the year ended Dec. 31, 2019. * * * As reported by the TCR on April 12, 2021, S&P Global Ratings revised its ratings outlook to positive from negative and affirmed its 'CCC+' issuer credit rating on Hawaiian Holdings Inc. (parent of Hawaiian Airlines). "The positive outlook indicates that we could raise our ratings on Hawaiian if we see sustained improvements in traffic resulting in funds from operations (FFO) to debt improving to at least the mid-single-digit-percent area in 2022 and further in 2023, with the company also continuing to maintain adequate liquidity. HERITAGE RAIL: Trustee Selling 2 SLRG Locomotives to NSM for $63K ----------------------------------------------------------------- Tom Connolly, the Chapter 11 Trustee of Heritage Rail Leasing, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the following two locomotives to NSM Transportation Co., LLC for $63,000, subject to higher and better bids: (i) SLRG 519 (E-8A) and (ii) SLRG 1100 (FP-10A). Heritage owns rail cars, locomotives, rolling stock and equipment that it used in connection with its rail car leasing business. The Trustee has continued to respond to inquiries from prospective purchasers of Heritage's assets. After considering available options within the context of the current economic environment and the status of Heritage's operations, the Trustee determined in its business judgment to sell the Assets to NSM under section 363 of the Bankruptcy, subject to higher and better bids. After arms'-length negotiations, the Trustee negotiated a sale of the Assets to NSM at an aggregate purchase price of $63,000 on the terms set forth herein and in the purchase agreement (Exhibit A), subject to higher and better bids. Big Shoulders Capital, LLC has asserted it has first priority security interest in SLRG 519 pursuant to a Loan and Security Agreement between Heritage and Big Shoulders dated Feb. 27, 2017 (as amended). The Trustee understands that Big Shoulders has consented to his sale of SLRG 519, subject to a carve out of 20% of the net purchase price of the Assets less closing costs, including any applicable storage fees to remain with the Heritage estate free and clear of any Big Shoulders' lien, with rights otherwise reserved. Upon information and belief of the Trustee, the Assets are not otherwise subject to any security interest, claim or lien, other than a storage lien asserted by the trustee of San Luis and Rio Grande Railroad. The Trustee and the trustee of San Luis and Rio Grande Railroad have an agreement pending, which is not yet approved or effective, that would obviate the need for the Trustee to pay storage fees; however, to the extent the agreement does not become effective, the storage fees will be paid from the applicable sale proceeds. The Trustee has investigated the fair market value of the Assets by speaking with industry sources, persons familiar with the Assets and Big Shoulders. Based on this investigation, he has determined that the NSM Purchase Price represents fair market value. He now seeks authority to further market-test the transaction contemplated by the Purchase Agreement to obtain the highest or best offer for the Assets. The material terms of the Purchase Agreement are: a. Purchase Price: The TRBMNR Purchase Price for the Assets is allocated as follows: i. SLRG 519 (E-8A) - purchase price $25,000 ii. SLRG 1100 (FP-10A) - purchase price $38,000 b. The Purchase Agreement is subject to, and will not become effective, until it is approved in its entirety by final, written, non-appealable Order of the Court. c. NSM will accept the Assets at closing on an "as is, where is" basis. d. The closing will occur on the first business day upon which Court approval provided is effective and not subject to a stay, or upon such other day upon which the parties reasonably agree. The Trustee does not believe that Court-approved formal bidding procedures or a break up fee are needed in light of the simplicity of the proposed transaction. Instead, he asks that any competing bids for all or any of the Assets be received by deadline to object to the Motion. Any parties submitting a competing bid that wish to inspect the Assets will be required to comply with all relevant inspection procedures and pay any necessary inspection fees. If any objections or competing bids are received, the Trustee will hold a telephone auction and bidding can occur at that auction. Any competing bid for all or any of the Assets should be on the same terms as the Purchase Agreement (other than the purchase prices) and be accompanied by a 5% earnest money deposit and show ability to close. Initial overbids must be at least 5% more than the NSM Purchase Price as allocated. To facilitate the sale of the Assets, the Trustee also request authorization to sell the assets free and clear of any and all liens, claims, encumbrances, and other interests including (without limitation) those of tax authorities, storage facilities, Big Shoulders and any Heritage affiliate entity. The only parties known to assert a claim or interest on the Assets is Big Shoulders and the trustee of San Luis and Rio Grande Railroad. The Trustee understands that Big Shoulders consents to sale of SLRG 519 to the extent its alleged lien attaches to the sale proceeds less any storage fees and the Carve Out. To the extent that Big Shoulders does not in fact consent to the Carve Out on the terms set forth, the Trustee may also sell the Assets pursuant to section 363(f)(4). Other than Big Shoulders, no party has asserted a claim or interest to any of the Assets besides the entity that stores certain of the Assets, which has asserted a storage lien that will be paid from proceeds of the sale, to the extent it is not otherwise settled. The Trustee is not aware of any other claim or interest in the Assets, but given the poor record keeping of Heritage, others could lay interest to the Assets. Finally, the Trustee requests that any order approving the sale of the Assets be effective immediately, thereby waiving the 14-day stay imposed by Bankruptcy Rules 6004. The waiver of the 14-day stay is necessary for the sale of the Assets to close and the funding to be received as expeditiously as possible. A copy of the Agreement is available at https://tinyurl.com/y5ncchy7 from PacerMonitor.com free of charge. About Heritage Rail Leasing Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives and track equipment. On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc., Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a Chapter 11 involuntary petition against Heritage Rail Leasing. The creditors are represented by Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. Judge Thomas B. McNamara oversees the case. L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal counsel and restructuring advisor, respectively. Alex Moglia of Moglia Advisors is the Debtor's chief restructuring officer. On Oct. 19, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Goldstein & McClintock LLLP and the Law Offices of Douglas T. Tabachnik, P.C. On Oct. 28, 2020, the Court approved the appointment of Tom H. Connolly as the Debtor's Chapter 11 trustee. The trustee tapped Brownstein Hyatt Farber Schreck, LLP as his counsel. HERTZ CORPORATION: Morris, Glenn 2nd Update on Shareholders ----------------------------------------------------------- In the Chapter 11 cases of The Hertz Corporation, et al., the law firms of Glenn Agre Bergman & Fuentes LLP and Morris, Nichols, Arsht & Tunnell LLP submitted a second amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Committee of Shareholders. On or around March 29, 2021, the Ad Hoc Committee of Shareholders retained Glenn Agre to represent certain shareholders in connection with the Chapter 11 cases of the above-captioned debtors. Subsequently, Glenn Agre arranged for the Ad Hoc Committee of Shareholders to engage Morris Nichols as its local counsel. The Ad Hoc Committee of Shareholders filed the Verified Statement of Glenn Agre Bergman & Fuentes LLP Pursuant to Bankruptcy Rule 2019 dated April 16, 2021 and the Amended Verified Statement of Glenn Agre Bergman & Fuentes LLP Pursuant to Bankruptcy Rule 2019 dated April 21, 2021. The Ad Hoc Committee of Shareholders submitted a Second Amended Verified Statement to amend information disclosed in the Original Verified Statement and the Amended Verified Statement. As of April 27, 2021, members of the Ad Hoc Committee of Shareholders and their disclosable economic interests are: Discovery Capital Management 20 Marshall Street, Suite 310 South Norwalk, CT 06854 * Number of Shares: 4,500,000 FourSixThree Capital LP 520 Madison Avenue, Floor 19 New York, NY 10022 * Number of Shares: 500,000 Alta Fundamental Advisers LLC 1500 Broadway, Suite 704 New York, NY 10036 * Number of Shares: 1,000,000 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 * Number of Shares: 4,506,849 * 6.250% Unsecured Notes due 2022: $1,000,000 * 5.500% Unsecured Notes due 2024: $9,000,000 Hein Park Capital Management LP 888 7th Avenue, 4th Floor New York, NY 10106 * Number of Shares: 3,274,447 * 2021 Senior Notes: EUR18,661,000 * Term Loan: $17,570,523 * Revolver: $5,752,902.50 Hampton Road Capital Management LP One Greenwich Plaza Greenwich, CT 06830 * Number of Shares: 250,000 Rubric Capital Management LP 155 East 44th St, Suite 1630 New York, NY 10017 * Number of Shares: 650,000 Two Seas Capital LP 32 Elm Place, 3rd Floor Rye, NY 10580 * Number of Shares: 1,445,343 FourWorld Capital Management, LLC 7 World Trade Center, Floor 46 New York, NY 10007 * Number of Shares: 910,000 Jefferies LLC 520 Madison Ave New York, NY 10022 * Number of Shares: 114,890 * 4.125% Unsecured Notes: EUR1,519,000 * 5.500% Unsecured Notes: EUR866,000 * General Unsecured Claims against The Hertz Corp.: $559,859 Counsel to the Ad Hoc Committee of Shareholders can be reached at: Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Joseph C. Barsalona II, Esq. Brett S. Turlington, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@morrisnichols.com eschwartz@morrisnichols.com jbarsalona@morrisnichols.com bturlington@morrisnichols.com - and - Andrew K. Glenn, Esq. Shai Schmidt, Esq. Rich Ramirez, Esq. Naznen Rahman, Esq. GLENN AGRE BERGMAN & FUENTES LLP 55 Hudson Yards 20th Floor New York, NY 10001 Telephone: (212) 358-5600 E-mail: aglenn@glennagre.com sschmidt@glennagre.com rramirez@glennagre.com nrahman@glennagre.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3sZnrek and https://bit.ly/3vw7XQF 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. IDC ENTERPRISES: Must Surrender Vehicles and Equipment ------------------------------------------------------ Judge Noah G. Hillen of the United States Bankruptcy Court for the District of Idaho granted, in part, the request of the trustee in the bankruptcy case of IDC Enterprises, Inc. for turnover of property. Judge Hillen said the Debtor must surrender all the property identified as property of the estate according to the Court's decision, a copy of which is available at https://bit.ly/3taaLkL from Leagle.com. Chapter 7 Trustee Patrick Geile sought the turnover of certain equipment and vehicles used by Debtor IDC Enterprises in its logging business. Creditor Bank of the Pacific also filed a joinder to Trustee's Motion. Specifically, the Trustee filed his Motion seeking an order compelling the Debtor to turn over all items of equipment listed in the Schedules, Supplement, First Plan, Second Plan, Certificate of Insurance from Progressive Commercial, and Evidence of Property Insurance from Northwest Insurance Agency. In addition, the Trustee seeks turnover of certain equipment that the Debtor owns but was not so listed. The Debtor argues not all the identified and listed equipment is owned by it and thus is not property of the estate. Upon commencement of a bankruptcy case, an estate is created that includes, among other things, "all legal or equitable interests of the debtor in property. Any interest Debtor had in the equipment that is the subject of this contest became property of the bankruptcy estate when Debtor filed its bankruptcy petition. Pursuant to 11 U.S.C. 521(a)(4), if a trustee is serving in a case, a debtor must "surrender to the trustee all property of the estate. This Court previously explained that turnover orders under Sec. 521(a)(4) are not necessary, but "merely reinforce the requirement of [Sec.] 521(a)(4) that debtors surrender all property of the estate to trustees." However, in seeking such an order, the trustee has the burden of proving the estate is entitled to turnover of property. After the Debtor's Chapter 11 petition on February 27, 2020, the Debtor filed a plan of reorganization on May 26, 2020. The First Plan included a liquidation analysis of the equipment listed in the Schedules and Supplement. The Court denied confirmation of the First Plan. On August 17, 2020, the Court ordered the Debtor to provide proof of insurance on several items of equipment that had not been proven to be insured. On August 23, 2020, the Debtor filed a statement of compliance, and attached two documents which were admitted at the February 18 evidentiary hearing on this matter as Exhibits 314 and 315. Exhibit 314 is a "Certificate of Insurance" from Progressive Commercial and Exhibit 315 is a document titled "Evidence of Property Insurance" from Northwest Insurance Agency. These documents show the Debtor obtained insurance on several items of equipment listed in the Schedules and Supplement. On September 8, 2020, the Debtor filed a second proposed plan of reorganization. The Second Plan included a liquidation analysis that was nearly identical to the liquidation analysis in the First Plan. The Second Plan's liquidation analysis lists all the equipment listed in the Schedules and Supplement. The Second Plan's liquidation analysis also lists several items of equipment not listed on the Schedules or Supplement. Before the Court ruled on confirmation of the Second Plan, it granted Bank of the Pacific's pending motion to dismiss in part, determining cause for dismissal existed, but conversion would be in the best interest of creditors. On September 30, 2020, the Court entered an order converting the Debtor's case from Chapter 11 to Chapter 7. In its oral ruling on the motion to dismiss, the Court stated, "In this case, Debtor's assets appear to have value exceeding the claims of its creditors. The Court concludes, therefore, that conversion is in the best interest of the creditors." The Trustee filed its motion for turnover on November 6, 2020. About IDC Enterprises, Inc. IDC Enterprises, Inc. is a privately held company that owns some equipment in Thorne Bay, Arkansas. IDC Enterprises, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-20081) on Feb. 27, 2020. In the petition signed by Jason Lunders, president, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Debtor hired the Law Office of D. Blair Clark, PC, as counsel. At the behest of Bank of the Pacific, the Court converted the case to liquidation under Chapter 7 of the Bankruptcy Code. IDEANOMICS: Divests Grapevine, Invests in Hoo.be by FNL Tech ------------------------------------------------------------ Ideanomic made an investment into FNL Technologies, to include the sale of Grapevine Village to FNL as part of the deal. The deal has Ideanomics injecting cash and stock consideration into FNL, in addition to FNL acquiring 100% of Grapevine Logic, Inc. from Ideanomics in exchange for approximately 20% ownership in FNL. The details of the transaction will be filed under form 8-k. FNL Technologies owns and operates social media platform hoo.be, a popular online platform which enables online influencers, artists, athletes, personalities, and businesses provide followers with a single place to access all official social media platforms. Hoo.be is used by leading online influencers, artists, athletes, and more, including 50 Cent, Chris Paul, Manon Mathews, and Steve Aoki. "We are delighted to make this investment into FNL, with their fast-growing hoo.be platform a strategic growth partner for Grapevine's influencer marketing offering. Since announcing our planned divestiture of Grapevine, we have been looking for a strong partner which would allow Grapevine to flourish and Jordan and the team at FNL impressed us as a synergistic partner to help boost Grapevine's growth and expansion plans going forward," said Alf Poor, CEO of Ideanomics. "We're grateful for the support of the whole team at Ideanomics, whose investment and network will open up significant doors to help us evolve and scale our platform. Our current mission is to help our core users monetize their platforms and drive new levels of awareness and traffic to their desired destinations. We're beyond excited to work alongside the leaders of Grapevine, Kristen Standish & Charity Richins, who have a successful track record with years of experience in leading winning projects," said Jordan Greenfield, CEO of Hoo.be. About Ideanomics Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption. Its Mobile Energy Global (MEG) division is a service provider which facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under its innovative sales to financing to charging (S2F2C) business model. Ideanomics Capital is focused on disruptive fintech solutions and services across the financial services industry. Together, MEG and Ideanomics Capital provide their global customers and partners with leading technologies and services designed to improve transparency, efficiency, and accountability, and its shareholders with the opportunity to participate in high-potential, growth industries. The Company is headquartered in New York, NY, with operations in the U.S., China, Ukraine, and Malaysia. Ideanomics reported a net loss of $106.04 million for the year ended Dec. 31, 2020, compared to a net loss of $96.83 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $234.41 million in total assets, $32.64 million in total liabilities, $1.26 million in series A convertible redeemable preferred stock, $7.48 million in redeemable non-controlling interest, and $193.02 million in total equity. IMAGEWARE SYSTEMS: Hikes Authorized Common Stock to 2-Bil. Shares ----------------------------------------------------------------- ImageWare Systems, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 1.0 billion shares to 2.0 billion shares, resulting in a total increase of 1.0 billion shares of Common Stock. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to your data, products, services or facilities. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. Imageware Systems reported a net loss of $7.25 million for the year ended Dec. 31, 2020, compared to a net loss of $11.58 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $14.80 million in total assets, $33.05 million in total liabilities, $1.57 million in mezzanine equity, and a total shareholders' deficit of $19.82 million. San Diego, California- based Mayer Hoffman McCann P.C., the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMMUNSYS INC: Unsecured Creditors to Recover 26.09% in Plan ----------------------------------------------------------- ImmunSYS, Inc., submitted an Amended Plan of Reorganization dated April 27, 2021. The Debtor is a corporation organized under the laws of Delaware. The Debtor is a clinical-stage biopharmaceutical company focused on the development of innovative cancer immunotherapy products to improve the lives of patients with metastatic solid tumors, with initial focus on the clinical development of its proprietary platform technology, YourVaccx(TM) for the treatment of metastatic prostate cancer. This Plan of Reorganization proposes to pay creditors of ImmunSYS from the Exit Financing from the DIP Lender plus the cash on hand and operating income from the provision of Treatments. The projections do not include (a) any proceeds of a potential sale of the Debtor's assets or other M&A transaction or (b) increased revenues or supplemental income streams resulting from successful results of ongoing clinical trials and/or governmental approvals of the Debtor's technologies. In addition to the distributions from operating income, the Debtor contemplates additional distributions upon certain liquidity events. Specifically, if during the Plan period, the Reorganized Debtor closes a sale, equity investment or financing transaction in excess of $10 million (each a "Liquidity Event"), the Reorganized Debtor will distribute 20% of the net proceeds of such transaction (a "Liquidity Event Distribution") to holders of Allowed Class 3 Claims and, if such distribution is sufficient to pay the Allowed Class 3 Claims in full, then to the holders of Allowed Class 4 Claims. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 26.09 cents on the dollar. This Plan provides for full payment of administrative expenses and priority claims, with priority claims paid over time pursuant to the projections. Class 3 consists of Non-priority unsecured creditors. Each such Class 3 Claimant will receive (i) its pro-rata share of the Projected Distributions, (ii) its pro-rata share of any Litigation Claims recoveries, and (iii) its pro-rata share of any Liquidity Event Distributions (collectively the "Class 3 Sources"). Class 4 consists of subordinated unsecured creditors. Except to the extent that a Class 4 Claimant agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Class 4 Claim, each such Class 4 Claimant shall receive its pro-rata share of the Class 3 Sources after payment in full of all Allowed Class 3 Claims. Class 5 consists of Equity security holders. Allowed Equity Security Holders will retain their equity interests in the same proportion as they exist as of the Effective Date of the Plan, subject to any orders disallowing or subordinating such interests. The Debtor estimates revenues would be generated based on the commercialization of its proprietary platform technology, YourVaccx(TM), for the Treatments. On or before the effective date of the Plan, the DIP Lender shall advance to the Debtor the Exit Financing pursuant to the same terms as those contained within the Final DIP Order, except for that the maturity date of such financing shall be July 31, 2024. Notwithstanding anything to the contrary in the Plan, the DIP Loan Documents shall be deemed modified to extend the maturity date from July 31, 2022, to July 31, 2024. A full-text copy of the Amended Plan of Reorganization dated April 27, 2021, is available at https://bit.ly/3e3bkZo from PacerMonitor.com at no charge. Counsel for the Debtor: Jeffrey P. Bast, Esq. Jaime B. Leggett, Esq. Bast Amron LLP One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: 305.379.7904 Email: jbast@bastamron.com Email: jleggett@bastamron.com About ImmunSYS Inc. ImmunSYS, Inc. -- http://www.immunsys.com/-- is a clinical-stage biopharmaceutical company focused on developing innovative cancer immunotherapy products to improve the lives of patients with metastatic prostate cancer and other metastatic solid tumors. ImmunSYS filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-24196) on Dec. 31, 2020. Igor Keselman, chief executive officer, signed the petition. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $10 million and $50 million. Bast Amron LLP and MDO Partners serve as the Debtor's bankruptcy counsel and special counsel, respectively. KapilaMukamal, LLP, is the Debtor's financial advisor. INDEPENDENCE ENERGY: Moody's Assigns First Time B1 CFR ------------------------------------------------------ Moody's Investors Service assigned first time ratings to Independence Energy Finance LLC, including a B1 Corporate Family Rating, a B1-PD Probability of Default Rating and a B2 rating to the company's proposed $500 million senior unsecured notes. The rating outlook is stable. Independence is a diversified independent exploration & production company with a portfolio of oil, gas, minerals and midstream assets in multiple basins across the Lower 48 states. Independence was formed by the private equity firm KKR and its management team is employed by KKR through a management services agreement. Independence's assets include mature, low-decline reserve base with substantial portion of its near-term production hedged to provide predictable cash flow, in addition to an inventory of development opportunities. KKR has a significant ownership in Independence and holds the majority of the board of directors' seats. Independence is seeking to raise $500 million of senior unsecured notes with proceeds used to refinance the company's existing revolving credit facility. Pro forma for the transaction, Independence's capital structure will consist of $500 million borrowing base senior secured revolving credit facility (RBL facility) due in 2025 and $500 million of unsecured notes due in 2026. "Independence's ratings are supported by its low financial leverage, mature assets with low decline rate and strong cash margins aided by its substantial commodity hedge book. The company is constrained by its smaller size and scale and significant non-operated production and reserves," commented Sreedhar Kona, Moody's Senior Analyst. "Independence's focus on cash flow generation and paydown of debt in lieu of higher capital spending and its ability to maintain production aided by its low decline rates contributes to its stable outlook." Assignments: Issuer: Independence Energy Finance LLC Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Senior Unsecured Notes, Assigned B2 (LGD5) Outlook Actions: Issuer: Independence Energy Finance LLC Outlook, Assigned Stable RATINGS RATIONALE Independence's B1 CFR benefits from the company's low debt leverage, strong cash margins helped by its significant commodity hedge book and outlook for substantial free cash flow generation. The company owns modest midstream infrastructure and mineral assets which enhance the company's cash margins. The company is constrained by its relatively smaller scale in any of its operating regions, which is unlikely to grow significantly as the company focuses on free cash flow generation to reduce debt. Although a third of the company's reserves are in the Eagle Ford basin which is oil rich, over 40% of the company's overall production consists of natural gas, which yields lower cash margins than an oil-weighted production base on an equivalent unit of production. Almost half of the company's current production and reserves are not operated by the company, and it constrains company's control over its capital spending. The company's conservative financial policy to further reduce debt through free cash flow supports the company's ratings. Independence's $500 million senior unsecured notes due in 2026 are rated B2, one-notch below the B1 CFR, reflecting the priority ranking of the company's $500 million RBL facility due in May 2025. Moody's expects Independence to maintain good liquidity. Pro forma for the notes issuance transaction closing, Independence will have $36 million of cash and about $250 million available under its RBL facility due in May 2025, after accounting for outstanding borrowings. Independence will fully fund its capital spending needs and debt service through 2021 from its operating cash flow. Under the RBL credit agreement, Independence is required to maintain total net debt/EBITDAX of less than 3.5x and a current ratio of greater than 1x. Moody's expects Independence to maintain compliance with its financial covenants well into 2022. The stable outlook reflects Independence's substantial hedge position and Moody's view that Independence will generate sufficient free cash flow to pay down significant RBL facility borrowings while maintaining production largely flat. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely in the near-term given the company's focus on cash flow generation while keeping the size and scale growth largely flat. A ratings upgrade could be considered if Independence consistently grows its production and proved developed reserves while generating positive free cash flow and maintaining retained cash flow to debt above 35% and leveraged full cycle ratio above 1.5x. The company must also maintain adequate liquidity. Factors that could lead to a downgrade include declining production, a significant rise in debt or a deterioration of liquidity. Retained cash flow to debt below 25% could also lead to a ratings downgrade. Independence is a diversified independent exploration & production company with a portfolio of oil, gas, minerals and midstream assets in multiple basins across the Lower 48 states. KKR & Co has operating control of Independence. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. INNOVATIVE DESIGNS: Listing to be Transferred to Pink Market ------------------------------------------------------------ The OTC Markets Group notified Innovative Designs, Inc. that the grace period to cure its filing delinquency had expired and accordingly the Company would be moved from the OTCQB market to the Pink market. The Company was not in compliance with the requirements set forth in the OTCQB Standards Section 2.2 (2) Timeliness of Filings. The Company was not able to file its Annual Report on Form 10-K for the Fiscal Year ended Oct. 31, 2020, within the time period provided by the OTCQB Group. The Company intends to work as expeditiously as possible to complete the Report and file it and to request to be moved back to the OTCQB market. About Innovative Designs Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc. operates in two separate business segments: cold weather clothing and a house wrap for the building construction industry. Both of its segment lines use products made from INSULTEX, which is a low-density foamed polyethylene with buoyancy, scent block, and thermal resistant properties. The Company has a license agreement directly with the owner of the INSULTEX Technology. Innovative Designs recorded a net loss of $841,979 for the year ended Oct. 31, 2019, compared to a net loss of $582,882 for the year ended Oct. 31, 2018. As of July 31, 2020, the Company had $1.56 million in total assets, $753,155 in total liabilities, and $811,956 in total stockholders' equity. Louis Plung & Company, LLP, in Pittsburgh, Pennsylvania, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 16, 2020 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. INTERPACE BIOSCIENCES: Nasdaq to Delist Common Shares on May 10 --------------------------------------------------------------- The Nasdaq Stock Market LLC has determined to remove from listing the common stock of Interpace Biosciences, Inc., effective at the opening of the trading session on May 10, 2021. Based on review of information provided by Interpace Biosciences, Nasdaq staff determined that the company no longer qualified for listing on the exchange pursuant to Listing Rule 5550(b). Interpace Biosciences was notified of the determination on Feb. 16, 2021. The company did not appeal the determination to the hearings panel. The listing council did not call the matter for review. The determination to delist the company common stock became final on Feb. 25, 2021. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace Biosciences reported a net loss of $26.45 million for the year ended Dec. 31, 2020, compared to a net loss of $26.74 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $45.68 million in total assets, $28.23 million in total liabilities, $46.54 million in preferred stock, and a total stockholders' deficit of $29.08 million. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 1, 2021, citing that the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In addition, the Company has been materially impacted by the outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by the World Health Organization in March 2020. These conditions raise substantial doubt about its ability to continue as a going concern. INVO BIOSCIENCE: Appoints Rebecca Messina to Board of Directors --------------------------------------------------------------- INVO Bioscience, Inc. has appointed Rebecca Messina to the Company's board of directors, effective April 26, 2021. Messina has broad international experience in leading marketing for elite brands and businesses including Uber, Beam Suntory and The Coca-Cola Company. She is currently a senior advisor at McKinsey & Company focused on advising internal teams and firm clients in the areas of marketing as a growth lever, including data driven marketing, brand building, and strategically shaping and transforming marketing agendas. Messina has also served as global chief marketing officer of Uber. As Uber's first-ever CMO, Messina focused on executing Uber's first global marketing organization, building a world class marketing network, with the mission of helping the company define a strong brand in the hearts and minds of all Uber stakeholders - furthering a movement around the possibilities of "progress for all" in a shared economy. In 2016 Messina was appointed global chief marketing officer of Beam Suntory, responsible for the company's global brand strategy development and communications, product innovation, research and development and consumer insights for Beam Suntory's world-class portfolio of brands. Messina joined The Coca-Cola Company in 1994. She spent the next 22 years in roles of increasing responsibility and leadership, including five years at corporate headquarters in Atlanta with numerous global media and marketing roles before expanding her career in Chile, Australia, France; and ultimately, back in Atlanta, where she was vice president, Global Marketing Capability and Integration. Messina has been the recipient of a number of accolades, including: Forbes World's Most Influential CMOs, 2019; Ad Age, Women to Watch 2016; Business Insider, Most Innovative CMOs in the World 2016; as well as serving on several boards including the Make-A-Wish Foundation. "As INVO Bioscience looks to increase access to care and expand fertility treatment across the globe, our market positioning and overall strategy is as important as ever," commented Steve Shum, CEO of INVO Bioscience. "Our leading-edge INVOcell device enables a cost-effective and capacity enhancing process that can turn the dream of creating a family for millions of people around the world that have been unable to access advanced fertility treatment options. We are incredibly excited and honored that Rebecca was willing to help achieve our mission and we look forward to leveraging her broad experience in marketing and brand building within high growth industries as she joins the INVO Bioscience board of directors." "I am honored to join INVO Bioscience board of directors, and help to broaden awareness and access for more people to the additional fertility treatment options available and ultimately, bring more people closer to the dream of creating a family," Messina commented. About INVO Bioscience Sarasota, Florida-based INVO Bioscience, Inc. -- http://invobioscience.com-- is a medical device company focused on creating simplified, lower-cost treatments for patients diagnosed with infertility. The Company's solution, the INVO Procedure, is a revolutionary in vivo method of vaginal incubation that offers patients a more natural and intimate experience. Its lead product, the INVOcell, is a patented medical device used in infertility treatment and is considered an Assisted Reproductive Technology (ART). Invo Bioscience reported a net loss of $8.35 million in 2020, a net loss of $2.16 million on $1.48 million in 2019, a net loss of $3.07 million in 2018, and a net loss of $702,163 in 2017. As of Dec. 31, 2020, the Company had $10.95 million in total assets, $5.20 million in total liabilities, and $5.74 million in total stockholders' equity. ION GEOPHYSICAL: Signs Deal to Sell $10M Worth of Common Stock -------------------------------------------------------------- ION Geophysical Corporation entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC pursuant to which the Company may offer and sell its common stock, par value $0.01 per share, having an aggregate gross sales price of up to $10,000,000, to or through the Agent, as the Company's sales agent, from time-to-time, in an "at the market offering" (as defined in Rule 415 under the Securities Act of 1933, as amended of the Shares, which includes sales made directly on the New York Stock Exchange and such other sales as agreed upon by the Company and the Agent. The Company is limited in the number of shares it can sell in the ATM Offering where the number of such shares sold may not exceed (a) the number or dollar amount of shares of Common Stock registered on that certain shelf registration statement on Form S-3 (File Number 333-234606), filed with the Securities and Exchange Commission on Dec. 19, 2019 and declared effective by the SEC on Dec. 23, 2019, (b) the number of authorized but unissued shares of Common Stock available for issuance, or (c) the number or dollar amount of shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3. Any Shares sold to or through the Agent will be issued pursuant to a prospectus dated Dec. 23, 2019 and a prospectus supplement dated April 26, 2021 filed with the SEC, in connection with one or more offerings of shares under the Registration Statement. Furthermore, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations to sell the Shares from time-to-time based upon the terms and conditions set forth in the ATM Agreement. The Agent is not under any obligation to purchase any of the Shares on a principal basis pursuant to the ATM Agreement, except as otherwise agreed by the Agent and the Company in writing pursuant to a separate terms agreement. The Agent's obligations to sell the Shares under the ATM Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company has agreed to pay the Agent a commission of 3% of the gross sales price of any Shares sold in the ATM Offering. The Company made certain customary representations, warranties, and covenants in the ATM Agreement and also agreed to indemnify the Agent against certain liabilities, including liabilities under the Act. The ATM Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants contained in the ATM Agreement were made only for purposes of the ATM Agreement, including the allocation of risk between the parties thereto, and as of specific dates, were solely for the benefit of the parties to the ATM Agreement, and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the ATM Agreement. About ION Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. ION Geophysical reported a net loss of $37.11 million for the year ended Dec. 31, 2020, compared to a net loss of $47.21 million on $174.68 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $193.59 million in total assets, $264.68 million in total liabilities, and a total deficit of $71.09 million. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company had outstanding $120.6 million aggregate principal amount of its 9.125% Senior Secured Second Priority Notes, which mature on Dec. 15, 2021. The Notes, classified as current liabilities, caused the Company's current liabilities to exceed its current assets by $150.9 million and its total liabilities exceeds its total assets by $71.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on April 19, 2021, S&P Global Ratings lowered its issuer credit rating on U.S.-based seismic company ION Geophysical Corp. to 'SD' (selective default) from 'CC'. S&P said, "We lowered our ratings after ION completed the exchange of its $121 million 9.125% second-lien senior secured notes due December 2021 for a combination of cash and new 8% second-lien senior convertible notes due December 2025. We view the transaction as distressed and tantamount to a default." JAKKS PACIFIC: Lowers Net Loss to $14.1 Million in 2020 ------------------------------------------------------- Jakks Pacific, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $14.14 million on $515.87 million of net sales for the year ended Dec. 31, 2020, compared to a net loss of $55.38 million on $598.65 million of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $329.37 million in total assets, $314.69 million in total liabilities, $1.74 million in preferred stock, and $12.94 million in total stockholders' equity. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2006, included a "going concern" paragraph in its report dated March 19, 2021, citing that the Company's primary sources of working capital are cash flows from operations and borrowings under its credit facility. The Company's cash flows from operations are primarily impacted by the Company's sales, which are seasonal, and any change in timing or amount of sales may impact the Company's operating cash flows. The Company owes $124.5 million on its term loan and has borrowing capacity under its credit facility of $37.3 million as of December 31, 2020. During 2020, the Company reached an agreement with its holders of its term loan and the holder of its revolving credit facility, to amend the New Term Loan Agreement and defer the Company's EBITDA covenant requirement until March 31, 2022 and reduced the trailing 12-month EBITDA requirement to $25.0 million. Based on the Company's operating plan, management believes that the current working capital combined with expected operating and financing cashflows to be sufficient to fund the Company's operations and satisfy the Company's obligations as they come due for at least one year from the financial statem A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1009829/000118518521000348/jakkspacif20201231_10k.htm About Jakks Pacific JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific's popular proprietary brands include; Fly Wheels, Kitten Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose Mountain, Maui, Kids Only!; a wide range of entertainment-inspired products featuring premier licensed properties; and C'est Moi, a new generation of clean beauty. JASON'S HAULING: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has authorized Jason's Hauling, Inc., to use cash collateral on a final basis. The Debtor is authorized to use Cash Collateral including, without limitation, cash, deposit accounts, accounts receivable, and proceeds from its business operations in accordance with the budget, so long as the aggregate of all expenses for each week do not exceed the amount in the Budget by more than 10% for any such week on a cumulative basis. As adequate protection with respect to the interests of Commercial Credit Group, Inc., 1 West, Pearl, Flash and the U.S. Small Business Administration in the Cash Collateral, the Interested Parties are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity, and priority that they held as of the Petition Date. As additional adequate protection for CCG's interest in the Cash Collateral and Specific Collateral, the Debtor will pay the monthly adequate protection payments set forth in the separate Agreed Order on Commercial Credit Group, Inc.'s Motion for Relief from the Automatic Stay or for Adequate Protection. The Debtor is also directed to maintain insurance coverage for the Collateral in accordance with the obligations under the loan and security documents. A copy of the order and the Debtor's 13-week budget through the week of July 2 is available for free at https://bit.ly/3tt74aS from PacerMonitor.com. The Debtor expects to end the 13-week period with $98,842 in cash. About Jason's Hauling, Inc. Jason's Hauling, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00843) on Feb. 23, 2021. Jason's Hauling President H. Jason Freyre, Jr. signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Michael G. Williamson oversees the case. The Debtor is represented by Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A. Todd C. Frankel, an independent contractor based in Tampa, Fla., serves as the Debtor's chief financial officer. JMP HOSPITALITY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: JMP Hospitality, Inc. DBA Holiday Inn Express 401 North MLK Highway Lake Charles, LA 70601 Business Description: JMP Hospitality, Inc. is the fee simple owner of Holiday Inn Express hotel facility situated at 402 North MLK Blvd, Lake Charles, LA. The Property is valued at $5 million (based on revenue valuation method). Chapter 11 Petition Date: April 29, 2021 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 21-20122 Judge: Hon. Robert Xsummerhays Debtor's Counsel: Wade N. Kelly, Esq. WADE N KELLEY, LLC 1827 Ryan Street Lake Charles, LA 70601 Tel: 337-419-2236 E-mail: staff@wadekellylaw.com Total Assets: $6,225,452 Total Liabilities: $4,466,198 The petition was signed by Jyotsna Bhakta, president. The Debtor listed Calcasieu Parish Sheriff as its sole unsecured creditor holding an unliquidated claim. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2RC56OA/JMP_Hospitality_Inc__lawbke-21-20122__0001.0.pdf?mcid=tGE4TAMA JONES SODA: Incurs $3 Million Net Loss in 2020 ---------------------------------------------- Jones Soda Co. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $3 million on $11.9 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $2.78 million on $11.51 million of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $9.05 million in total assets, $4.67 million in total liabilities, and $4.38 million in total shareholders' equity. Seattle, Washington-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 24, 2021, citing that the Company has suffered recurring losses from operations and has negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1083522/000143774921007037/jsda20201231_10k.htm About Jones Soda Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com -- develops, produces, markets and distributes premium beverages primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. The Company's products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, "up and down the street" in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through its national accounts with several large retailers. KEITH M. RUEGSEGGAR: Queen Buying Westminster Property for $37K --------------------------------------------------------------- Keith Michael Ruegseggar and Cathy Gaddis Ruegsegger filed with the U.S. Bankruptcy Court for the District of South Carolina a notice of their private sale of the residential real property with improvements thereon located at 427 Kingston Loop, in Westminster, South Carolina, to Michael Queen for $37,000, subject to higher and better offers. A hearing on the Motion is set for May 18, 2021, at 10:30 a.m. Objections, if any, within 21 days of service of notice. The property is located in the Fox Hills Subdivision in Oconee County, South Carolina. The tax map number is 316-06-010147015. The improvement consists of a one bedroom, one bath, 360 square foot building, which was built in 2004, and which is located on a .12-acre lot. The 2019 county tax assessed value was $19,580. The Debtors had previously advertised the property for sale at $50,000. However, the subdivision HOA is in chapter 11 bankruptcy, due to needing to "clean up" some title issues, and by-laws as well as certain deed issues. Therefore, the Debtors have lost two previous potential buyers due to that. The debtors’ best offer after having lost those two potential sales is the current $37,000 offer, and they believe they will not receive a higher offer. The 2019 county tax assessed value is $19,580. No formal appraisal has been performed. The Debtors purchased in 2010 for $50,000. The sale will occur at the law office of the closing attorney, Randall Newton, whose office is located at 104 Pinnacle Street, Clemson, South Carolina, and whose phone number is (864) 654-6042. The sale will occur as soon after the Court enters its Order Approving Sale as is feasible. The sales agent/auctioneer/broker is Lake and Land Realty, whose address is located at 13 Lakeside Circle, Fair Play, South Carolina 29643. The phone number is (866) 970—2662 toll free. The email is Charlest@lakeandlandrealty.com. The realtor has already been approved to market and sell the property under separate Order of the Court. Charles Kormelink is the specific agent. There is a traditional 6% commission in the transaction. Additionally, traditional seller's closing costs will be charged by the real estate closing attorney. Daniel W. Patterson, Sr. of P.O. Box 323, Tigersville, SC 29688 holds a first lien upon this property, plus a second lien upon the Debtors' primary residence. He did not file a proof of claim in the case. However, the Debtors scheduled a debt in the amount of $120,180. This lienholder will receive all net proceeds after closing. The net proceeds from the sale that will be used to partially pay the claim of Charles Patterson will benefit the estate as well as the Debtors no longer having to pay taxes, insurance and upkeep on this property going forward. The Movants request that the 14-day under FRBP 6004 not apply in the matter or that it be waived. The Applicants are informed and believe that it would be in the best interest of the estate to sell said property by private sale. They also believe that the benefit to the estate from the sale of said property justifies their sale and the filing of the application. The Court may consider additional offers at any hearing held on the notice and application for sale. It may order at any hearing that the property be sold to another party on equivalent or more favorable terms. The trustee or the Debtors, as applicable, may seek appropriate sanctions or other similar relief against any party filing a spurious objection to the notice and application. A copy of the Contract is available at https://tinyurl.com/wb3mu3wd from PacerMonitor.com free of charge. The Purchaser: Michael Queen 274 E. Blackstock Road Spartanburg, SC 29301 The bankruptcy case is In re: Keith Michael Ruegseggar and Cathy Gaddis Ruegsegger, (Bankr. D.S.C. Case No. 20-04559-HB). KERWIN BURL STEPHENS: May 6 Hearing on $1.9M Sale of Godley Land ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on May 6, 2021, at 1:30 p.m., to consider Kerwin Burl Stephens' sale of his 152.50-acre tract of land located near Godley, Texas to Godley Land to Seven Ten Land & Cattle Co., LLC, for a cash price of $1,906,250. The Debtor proposed to sell the Godley Land free and clear of liens, claims, and interests, including the lien of BancCentral, National Association pursuant to the Deed of Trust, with all liens to attach to the Sales Proceeds in their order of priority. The hearing will take place via WebEx videoconference at: https://us-courts.webex.com/meet/morris. The counsel for the Debtor will serve notice on the parties listed on the service list attached to the Sale Motion. Any party opposed to the Sale Motion must file an objection to the Sale Motion by 5:00 p.m. on May 5, 2021. Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-40817) on April 7, 2021. The Debtor tapped J. Forshey, Esq., as counsel. KINGS SUPERMARKET: Wins Cash Collateral Access Thru May 19 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, has authorized Kings Supermarket Inc. to use cash collateral on an interim basis through May 19, 2021. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by Small Business Administration within 48 hours of the Debtor's request. The Debtor will be entitled to prompt court hearings on any disputed proposed expenditures. The SBA and the holders of inferior position security interests in the Debtor's collateral -- Associated Grocers of Florida, Inc.; Alpha I Marketing Corp.; Beta II Marketing Corp.; Consolidated Supermarket Supply LLC; Krasdale Foods Inc.; and US Foods, Inc. -- will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor is also directed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the SBA. A continued hearing on the matter is scheduled for May 19 at 11:30 a.m. A copy of the order and the Debtor's six-month budget through September 2021 is available for free at https://bit.ly/3eCOYx2 from PacerMonitor.com. The Debtor projects $1,108,957.83 in total cost of goods sold, $242,615.02 in net operating expenses, and $36,965.09 in net business income. About Kings Supermarket Inc. Kings Supermarket Inc. is a privately held company in the grocery stores business. Kings Supermarket sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01319) on March 26, 2021. In the petition signed by Amjad Maali, president, the Debtor disclosed $198,320 in assets and $5,073,112 in liabilities. Judge Karen S. Jennemann oversees the case. Jeffrey S. Ainsworth, Esq., at BRANSONLAW, PLLC is the Debtor's counsel. KLX ENERGY: Widens Net Loss to $332.2 Million in FY Ended Jan. 31 ----------------------------------------------------------------- KLX Energy Services Holdings, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $332.2 million on $276.8 million of revenues for the year ended Jan. 31, 2021, compared to a net loss of $96.4 million on $544 million of revenues for the year ended Jan. 31, 2020. The increase in net loss was primarily due to decreased demand, increased impairment and other charges, non-recurring items related to merger and integration totaling $39.7 million, offset by the bargain purchase gain on the Merger of $40.3 million. As of Jan. 31, 2021, the Company had $362.7 million in total assets, $77.7 million in total current liabilities, $243.9 million in long-term debt, $4.4 million in long-term capital lease obligations, $4.6 million in other non-current liabilities, and $32.1 million in total stockholders' equity. KLX Energy said, "We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity to date have been capital contributions from our equity and note holders and borrowings under the Company's ABL Facility and cash flows from operations." At Jan. 31, 2021, the Company had $47.1 million of cash and cash equivalents. Cash on hand at Jan. 31, 2021 decreased by $76.4 million, as compared with $123.5 million cash on hand at Jan. 31, 2020 as a result of $64.9 million of cash flows used by operating activities primarily related to $29.4 million of interest, and $9.7 million to pay down QES's five year asset-based revolving credit agreement; and $11.9 million of cash flows used in investing activities. The Company's liquidity requirements consist of working capital needs, debt service obligations and ongoing capital expenditure requirements. The Company's primary requirements for working capital are directly related to the activity level of its operations. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1738827/000173882721000007/klxe-20210131.htm About KLX Energy Headquartered in Wellington, Florida, KLX Energy Services Holdings, Inc. is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, intervention and production activities for the most technically demanding wells from over 60 service facilities located in the United States. KLXE's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house research and development, manufacturing, repair and maintenance capabilities. * * * As reported by the TCR on Feb. 23, 2021, Moody's Investors Service completed a periodic review of the ratings of KLX Energy Services Holdings, Inc. and other ratings that are associated with the same analytical unit. K LX Energy Services Holdings, Inc.'s (KLXE) Caa1 Corporate Family Rating reflects the company's relatively small scale while providing a range of well completion, intervention, drilling and production services in a highly cyclical industry. In April 2020, S&P Global Ratings lowered its issuer credit rating on KLX Energy Services Holdings Inc., a U.S.-based provider of onshore oilfield services and equipment, to 'CCC+' from 'B-'. "Demand for onshore U.S. oilfield services collapsed along with oil prices. The recent fall in oil prices has led many E&P companies to announce material cuts to capital spending plans, leading us to reduce our demand expectations for the oilfield services sector. We now expect oilfield services demand could decline by about 30% in the U.S. in 2020, with further downside risk if the current weak price environment remains for a prolonged period," S&P said. KRONOS WORLDWIDE: S&P Alters Outlook to Stable, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Kronos Worldwide Inc. to stable from negative and affirmed its ratings on the company, including its 'B-' issuer credit rating and its 'B' issue-level rating on its senior secured notes. The stable outlook reflects S&P's belief that the risk of the company's credit metrics weakening below levels it considers appropriate for the current rating has diminished. S&P said, "The outlook revision reflects our view that the probability of Kronos' credit metrics weakening below levels we consider appropriate for the current rating has declined. The company's 2020 operating performance was slightly stronger than we expected. We anticipate Kronos will build on its strong operating performance and the slight improvement in its pricing and volumes to strengthen its operating earnings and modestly improve its credit metrics in 2021. We previously assumed the company would face a significant decline in its performance due to the economic downturn in 2020, which did not occur. The conditions in the key end markets for Kronos' products, such as the architectural coatings market, held up relatively well in 2020 compared with other end markets, like autos. We expect the company to sustain appropriate credit measures for the current rating, including funds from operations (FFO) to total debt in the 12%-20% range, after incorporating the potential for earnings volatility. "We also consider Kronos' operations within its larger group under parent company Valhi Inc. The group's financials and credit metrics are correlated with those of Kronos because it accounts for over 80% of Valhi's earnings and revenue. "Our assessment of the company' business risk profile reflects its position as a top-five global producer in the highly cyclical, commodity-based titanium dioxide (TiO2) market. TiO2 is a commodity chemical that provides whiteness and opacity to a variety of products, especially paints and coatings, as well as plastics, paper, and food products. Rapid swings in end-market demand and raw material input costs (primarily high-grade feedstock costs) limit the importance of competitive advantages in this industry. However, Kronos' dependence on third-party sources to meet much of its CP feedstock requirements, unlike its peers--such as Tronox Inc.--that source their own feedstock, heightens its susceptibility to price swings and has led to volatility in its profitability in recent years (as occurred in 2019). "Our assessment of Kronos' financial risk reflects its volatile cash flows and credit measures. We expect the company's debt to EBITDA and that of its parent Valhi Inc. to be in the 4.0x-5.0x and 5.5x-6.5x ranges, respectively, in 2021. In addition, we anticipate Kronos' financial policies will continue to support its current credit quality, thus we do not incorporate any significant increases in its debt to fund shareholder rewards or acquisitions in our base-case forecast. "The stable outlook on Kronos reflects our expectation that its credit measures and those of parent Valhi Inc. will remain appropriate for the current rating after incorporating the high level of volatility in the TiO2 sector. Our base-case scenario assumes the global economy improves in 2021 and beyond relative to 2020. In particular, we assume the economic recovery in the U.S. in 2021 will support rising demand for the company's products. Our rating continues to reflect our expectation for high volatility in the company's credit measures. We consider FFO to debt of near or slightly below 12% during downturns at both Kronos and Valhi to be appropriate for the current rating. We believe the ratios at both entities could vary in the 12%-20% range under the favorable market conditions we anticipate in 2021. "We could lower our rating on Kronos during the next 12 months if we expect Valhi's weighted average debt to EBITDA to consistently exceed 8.0x or its FFO to debt to remain consistently below 10%, which we would consider unsustainable considering the volatile nature of the TiO2 sector. This could occur if the company's sales and earnings do not recover by as much as we anticipate, leading its EBITDA margins to underperform our forecast by at least 200 basis points (bps). We could also lower our rating if Kronos or Valhi use additional debt to fund their growth plans or shareholder returns or their free cash flow turns negative for an extended period, which would pressure the group's liquidity. "We could raise our ratings on Kronos in the next several quarters if its group's performance is improving and the company's 2021 earnings outperform our expectations. Under this scenario, we would expect FFO to debt at Valhi of consistently above 12% even after factoring in potential downturns in its pricing and demand. We believe an approximately 200 bps improvement in its EBITDA margins relative to our expectations would enable it to sustain credit measures at those levels and generate sufficient earnings to account for potential volatility. However, we would also expect management to commit to financial policies that would enable it to maintain these improved credit measures before raising our rating." LEE DILL: Seeks Approval to Hire Eide Bailly as Accountant ---------------------------------------------------------- Lee Dill, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eide Bailly, LLP as its accountant. The Debtor requires an accountant to prepare its 2020 tax return and provide other accounting services related to the production of such return. Eide Bailly has agreed to a "flat" fee at $7,400. The firm will also be reimbursed for out-of-pocket expenses incurred. Eric Budreau, a partner at Eide Bailly, 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. Eide Bailly can be reached at: Eric D. Budreau Eide Bailly, LLP 7001 E Belleview Ave., Suite 700 Denver, CO 80237 Tel: (303) 770-5700 About Lee Dill Inc. Lee Dill Inc. -- https://www.tigermfgco.com -- is a full Department of Transportation facility, specializing in the manufacture of steel and aluminum tanks, trailers and equipment. In addition to its manufacturing side, Lee Dill provides parts, repair and service on all tanks and trailers. It conducts business under the name Tiger Manufacturing. Lee Dill sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-10041) on March 26, 2021. The petition was signed by Lee Dill, president. In its petition, the Debtor disclosed assets of $1,883,017 and liabilities of $7,477,732. Judge Robert L. Jones oversees the case. Sussman & Moore, LLP is the Debtor's legal counsel. LEONARD R. COSTANTINI, III: TOA Buying Rose Ridge for $2.1 Million ------------------------------------------------------------------ Leonard R. Costantini, III, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of two parcels of real property situated at 4769 Gibsonia Road, in Allison Park, Pennsylvania 15101, Parcel ID 1216-E-00281-0000-00, which was recorded in the Allegheny County Recorder of Deeds Book Volume 15153, Page 70 and 1215-R-00121-0000-00, which was recorded in the Allegheny County Recorder of Deeds Book Volume 12407, Page 442, respectively, to TOA Rose Ridge, LLC, for $2.1 million. Prior to the commencement of the Case, the Debtor and TOA signed a Sales Agreement dated Dec. 28, 2018 regarding the sale of Rose Ridge. Prior to the commencement of the Case a First Amendment to the Sales Agreement was signed on July 15, 2019. Since the filing of the case, the parties have signed an Addendum to the Sales Agreement. The purchase price for the Real Property is $2.1 million. The Respondents which may hold liens, claims and encumbrances against Rose Ridge are as follows: H&M Holdings Group LLC, Township of West Deer, County of Allegheny, Deer Lakes School District, and Midland Funding LLC. The liens, claims and encumbrances, if any, are hereby transferred to the proceeds of the sale, if and to the extent that they may be determined to be valid liens against the Real Property sold in accordance with their validity or priority. The Debtor believes, and therefore avers, that the proposed sale is fair and reasonable and acceptance and approval of the same is in the best interest of the Estate. A copy of the Agreement is available at https://tinyurl.com/8cab5c from PacerMonitor.com free of charge. Leonard R. Costantini, III sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-23376) on Dec. 4, 2020. The Debtor tapped Robert Lampl, Esq., as counsel. LRGHEALTHCARE: Gets Access to Cash Collateral Thru June 5 --------------------------------------------------------- Judge Michael A. Fagone authorized LRGHealthcare to use cash collateral on an interim basis to fund its day-to-day operations to be able to continue operating as a going concern, as well as pay the costs of its Chapter 11 case, including the expenses contained in the carve-out. Judge Fagone authorized the Debtor to use cash collateral from the Petition Date through the earliest to occur of (i) the date on which a termination event shall occur, (ii) the entry of any order modifying the Debtor's authority to use cash collateral, and (iii) the close of business on June 5, 2021, unless an extension is otherwise agreed to in writing among the Debtor, Pre-petition Lender KeyBank National Association, and DIP Lender Concord Hospital, in consultation with the Committee. As of the Petition Date, the Debtor owed the Pre-petition Lender $110,761,260 in aggregate principal amount, plus pre-petition interest, fees and expenses. The pre-petition obligation is secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests in substantially all of the Debtor's pre-petition assets, except for certain unencumbered assets. The pre-petition liens on the collateral are properly perfected by duly filed UCC financing statements. Moreover, the Debtor and Pre-petition Lender, together with Bank of New Hampshire, a New Hampshire Mutual Savings Bank (BONH), are parties to a pre-petition Control Agreement for Deposit Account covering the five bank accounts the Debtor maintains at BONH. Pursuant to the DACA, Pre-petition Lender is properly perfected in the BONH Accounts. The Debtor still maintains these accounts at BONH as of the Petition Date. During the pendency of its bankruptcy, the Debtor entered into a DIP Loan Agreement for $6,000,000 with DIP Lender Concord Hospital, pursuant to which the Debtor would grant the DIP Lender senior liens with priority over all other liens. Judge Fagone ruled that: * the Pre-petition Lender is granted, for the benefit of itself and the U.S. Department of Housing and Urban Development Federal Housing Administration (HUD), a continuing replacement security interest in, and lien on all the pre-petition collateral and proceeds thereof, and all property acquired by the Debtor after the Petition Date, which is of the same kind as the pre-petition collateral and proceeds thereof, subject to the carve-out, as adequate protection solely to the extent of any diminution in the value of the collateral. * the Pre-petition Lender's claim with respect to any diminution in value as a result of the Debtor's use of cash collateral will have priority pursuant to Section 507(b) of the Bankruptcy Code, to the extent that the adequate protection provided proves to be inadequate. * the Debtor will pay the Pre-petition Lender $250,000 in aggregate no later than May 15, 2021, as additional adequate protection for the Pre-petition Lender's interest in the BONH Accounts. A copy of the order is available for free at https://bit.ly/3aMVArD from PacerMonitor.com. Final hearing on the cash collateral request will be held on May 25, 2021 at 10 a.m. Objections must be filed by 5:00 p.m. on May 21, 2021. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on Oct. 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of filing, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. Concord Hospital, the Debtor's DIP lender, is represented by: Robert Lapowsky, Esq. STEVENS & LEE, P.C. 620 Freedom Business Center, Suite 200 King of Prussia, PA 19406 Email: rl@stevenslee.com KeyBank National Association, the Debtor's pre-petition lender, is represented by: Lisa Wolgast, Esq. Jason Watson, Esq. MORRIS, MANNING & MARTIN, LLP 1600 Atlanta Financial Center, 3343 Peachtree Road NE Atlanta, GA 30326 Email: lwolgast@mmmlaw.com jwatson@mmmlaw.com - and - Rue K. Toland, Esq. PRETI FLAHERTY PO Box 1318 Concord, NH 03302-1318 Email: rtoland@preti.com MALLINCKRODT PLC: Otterbourg, Hein Represent Medicaid Claimants --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Otterbourg P.C. and Law Office of Curtis A. Hehn submitted a verified statement to disclose that they are representing the Ad Hoc Committee of Government Entities Holding Medicaid Rebate Claims in the Chapter 11 cases of Mallinckrodt PLC, et al. The Governmental Acthar Rebate Committee was formed on April 21, 2021. The Governmental Acthar Rebate Committee is comprised of all 50 States, Puerto Rico, and Washington, D.C. As of April 28, 2021, each Governmental Acthar Rebate Committee Member and their disclosable economic interests are: The State of Alabama Attn: Steve Marshall, Alabama Attorney General Office of the Alabama Attorney General P.O. Box 300152 Montgomery, AL 36130-0152 * Unliquidated unsecured claim of at least $18,765,412 The State of Alaska Attn: James Fayette, Assistant Attorney General Alaska Department of Law Medicaid Fraud Control Unit 310 K Street, Ste. 308 Anchorage, AK 99501 * Unliquidated unsecured claim of at least $4,771,320 The State of Arizona Attn: Steve Duplissis, Director, MFCU Office of the Attorney General 2005 N. Central Ave. Phoenix, AZ 85004 * Unliquidated unsecured claim of at least $25,542,543 The State of Arkansas Attn: Lloyd Warford, Deputy Attorney General Medicaid Fraud Control Unit Arkansas Attorney General's Office 323 Center Street, Suite 200 Little Rock, AR 72201 * Unliquidated unsecured claim of at least $1,806,391 The State of California Attn: Jennifer Euler, Chief Assistant Attorney General Division of Medi-Cal Fraud & Elder Abuse California Department of Justice 1615 Murray Canyon Rd., Suite 700 San Diego, CA 92108-4321 * Unliquidated unsecured claim of at least $246,870,164 The State of Colorado Attn: George Codding, SAAG Colorado AGO - MFCU 1300 Broadway, 9th Floor Denver, CO 80203 * Unliquidated unsecured claim of at least $41,916,854 The State of Connecticut Attn: Gregory K. O'Connell Assistant Attorney General Office of the Attorney General 165 Capitol Ave. Hartford, CT 06106 * Unliquidated unsecured claim of at least $31,648,429 The State of Delaware Attn: Edward K. Black, Acting Director Medicaid Fraud Control Unit 820 North French Street, 5th Floor Wilmington, DE 19801 * Unliquidated unsecured claim of at least $6,367,982 The District of Columbia Attn: Kathleen Konopka, Deputy Attorney General Public Advocacy Division Office of the Attorney General 400 6th St. NW Washington, DC 20001 * Unliquidated unsecured claim of at least $8,458,079 The State of Florida Attn: John M. Guard Deputy Attorney General Florida Office of the Attorney General PL-01 The Capitol Tallahassee, FL 32399-1050 * Unliquidated unsecured claim of at least $213,447,171 The State of Georgia Attn: Van Pearlberg, Deputy Attorney General Office of the Attorney General Chris Carr Georgia Department of Law 200 Piedmont Avenue S.E. 19th Floor, West Tower Atlanta, GA 30334 * Unliquidated unsecured claim of at least $58,026,392 The State of Hawaii Attn: Claire E. Connors, Attorney General Department of the Attorney General 425 Queen Street Honolulu, HI 96813 * Unliquidated unsecured claim of at least $700,574 Each Member is a party-in-interest that holds claims against the Debtors that arise from unpaid Medicaid rebates associated with the Debtors' Acthar Gel product and relate to the allegations and covered conduct period set forth in the complaint in intervention at Docket No. 89 in the action denominated, United States of America, et al. vs. Mallinckrodt ARD LLC, Civil Action No. 18-11931-PBS, pending in the United States District Court for the District of Massachusetts as of the commencement of the Bankruptcy Cases. The Medicaid Rebate Claims are more fully described in the timely-filed proofs of claim of each Governmental Acthar Rebate Committee Member. In total, the Members assert Medicaid Rebate Claims in these Bankruptcy Cases of approximately $2 billion. The course of the conduct that gave rise to each of the Medicaid Rebate Claims arose more than one year prior to the commencement of these Bankruptcy Cases. Counsel for the Governmental Acthar Rebate Committee can be reached at: OTTERBOURG P.C. Melanie L. Cyganowski, Esq. Peter Feldman, Esq. 230 Park Avenue New York, NY 10169 Telephone: (212) 661-9100 Facsimile: (212) 682-6104 E-mail: mcyganowski@otterbourg.com pfeldman@otterbourg.com - and - LAW OFFICE OF CURTIS A. HEHN Curtis A. Hehn, Esq. 1007 N. Orange St., 4th Floor Wilmington, DE 19801 Telephone: (302) 757-3491 Facsimile: (302) 397-2155 E-mail: curtishehn@comcast.net A copy of the Rule 2019 filing is available at https://bit.ly/3gR01p5 at no extra charge. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC, is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. On April 20, 2021, the Debtors filed their Plan of Reorganization and the Disclosure Statement related thereto. The Bankruptcy Court will hold a hearing to consider approval of the Disclosure Statement on May 26, 2021, at 1 p.m. (prevailing Eastern Time) before the Honorable John T. Dorsey. MARRONE BIO: Issues Letter to Shareholders ------------------------------------------ Marrone Bio Innovations, Inc. released an update letter to shareholders from Chief Executive Officer Kevin Helash. Dear Shareholders, Spring has arrived in the Northern Hemisphere, and, with it, the start of a new growing season for all crops. This is a key time of year for Marrone Bio as well, as our products are rapidly moving through the distribution channel to the farm. With roughly one-third of the year behind us, early indicators point to a strong 2021 for MBI. This will be a pivotable year in MBI's growth trajectory, as we launch four new products, expand our distribution partnerships, and extend our global market reach with innovative, sustainable biological products that create exceptional value for our distribution partners and our growers. There is a lot to do, but we feel confident we are on-track to deliver on all our key objectives in 2021. We'll issue our first-quarter results in mid-May, and I'm pleased to report that performance was in line with our expectations in what is typically our seasonally slowest period. Our shipments in April started strong, and we are continuing the momentum we saw at the end of the first quarter. We now are increasing our forecast for full-year revenue growth to the upper 20% range. We also are raising our annual gross margin target to the upper 50% range. In addition, we continue to judiciously manage operating expenses to meet our goal of driving top-line revenue growth and achieving positive Adjusted EBITDA. Market signals support greater demand for our seed treatments. Corn and soybean prices are at their highest levels since the spring of 2014 and are sparking higher projected plantings in the United States. The start to the growing season in Europe also looks strong, with a rebound expected for both cereal and oilseed planted areas. In the Southern Hemisphere, expectations for the safrinha crop season -- the second and largest corn planting in Brazil -- are solid despite some early season weather issues. Long-term expansion in seed treatments and row crops is central to our growth strategy. In 2020, our biological seed treatments were used on approximately 6% of soybeans, corn and cotton planted in the United States, and we are rapidly growing our share on the corn, sunflower and rapeseed acres planted in the European Union and neighboring countries. Obviously, the greatest opportunity in the seed treatment market is ahead of us. Seed-and-soil treatments were 37% of our sales in 2020, and, in 2023, we would anticipate that they will be 45% of an ever-larger revenue pie. This correlates to our 2023 target of expanding row crops to more than 50% of our revenues and will support the diversification of our sales mix to a roughly even split between North America and the rest of the world. Furthermore, we will be launching two new seed treatments in the EU this year - TaklaTM and YmpactTM - which will add to our market expansion and profitability in the coming years. Biological seed treatments have become a vital tool for growers seeking more sustainable crop protection solutions. We will be releasing shortly an independent study of our leading seed treatment product. This intensive analysis showed that use of the product reduces greenhouse gas emissions in soybeans and corn by 85%+ when compared with the use of conventional pesticides. We continue to demonstrate that our seed treatment product line not only delivers outstanding crop protection performance and industry leading return on investment for our grower customers, but also serves to protect the environment and beneficial organisms, including pollinators. Our growth - now and in the future - is predicated on the demand for a more sustainable approach to agriculture. We are clearly at an inflection point as we move ever closer to breakeven on an Adjusted EBITDA basis through a combination of robust top line growth, continued strong margins, and a flattening operating expense curve. We look forward to sharing more details with you in a few weeks when we release our first-quarter results. All the best, Kevin Helash Chief Executive Officer About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $81.19 million in total assets, $49.78 million in total liabilities, and $31.41 million in total stockholders' equity. MARTIN MIDSTREAM: Posts $2.5M Net Income for Quarter Ended March 31 ------------------------------------------------------------------- Martin Midstream Partners L.P. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $2.51 million on $200.97 million of total revenues for the three months ended March 31, 2021, compared to net income of $8.82 million on $198.88 million of total revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $570.21 million in total assets, $614.54 million in total liabilities, and a partners' deficit of $44.33 million. The Company said, "Historically, we have generally satisfied our working capital requirements and funded our debt service obligations and capital expenditures with cash generated from operations and borrowings under our revolving credit facility." "On March 31, 2021, we had cash and cash equivalents of $1.1 million and available borrowing capacity of $103.6 million under our revolving credit facility with $176.0 million of borrowings outstanding. After giving effect to our current borrowings, outstanding letters of credit and the financial covenants contained in our revolving credit facility, we had the ability to borrow approximately $29.3 million in additional amounts thereunder as of March 31, 2021. Our revolving credit facility matures on August 31, 2023." "We expect that our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures will be provided by cash flows generated by our operations, borrowings under our revolving credit facility and access to the debt and equity capital markets. Our ability to generate cash from operations will depend upon our future operating performance, which is subject to certain risks. In addition, due to the covenants in our revolving credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility. We are in compliance with all debt covenants as of March 31, 2021 and expect to be in compliance for the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1176334/000117633421000088/mmlp-20210331.htm About Martin Midstream Martin Midstream Partners L.P. is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution and transportation services. Martin Midstream reported a net loss of $6.77 million for the year ended Dec. 31, 2020, compared to a net loss of $174.95 millionfor the year ended Dec. 31, 2019. * * * As reported by the TCR on Aug. 17, 2020, Moody's Investors Service upgraded Martin Midstream Partners L.P.'s Corporate Family Rating to Caa1 from Caa3. "The upgrade of MMLP's ratings reflect the extended debt maturity profile and improved liquidity," Jonathan Teitel, a Moody's analyst, said. MEDIQUIP INC: Seeks Access to $55,000 Cash Collateral ----------------------------------------------------- Mediquip, Inc., asked the Bankruptcy Court to authorize the use of cash collateral of $55,000 for the period ending April 30, 2021. The Debtor will use the cash collateral for its business operation and to preserve the value of its estate during the course of the Chapter 11 case. The Debtor breaks down its secured creditors in two categories: (A) Creditors whose liens are not disputed: * De Lage Landen Financial Services, Inc., hold a lien on the equipment subject to its lease. The Debtor intends to make regular monthly payments on the lease. (B) Creditors with secured claims, the validity and perfection of which the Debtor disputes: * Alpha Capital Source, Inc., which holds a valid and perfected interest in substantially all of the Debtor's assets on account of a pre-petition future receivable agreement with a current balance of approximately $30,000. Alpha Capital will continue to receive $2,331 monthly for its claim. * CHTD Company, H.D. Smith Wholesale Drug Company, Inc., Reliable Fast Cash, LLC, and Secured Lender Solutions -- each of which alleges a blanket security interest against the Debtor's assets. * Tru Capital, which has obtained a confession of judgment against the Debtor on account of a purchase and sale of future receivables. * Unknown Company, c/o Corporation Service Company. The Debtor proposed to grant the Secured Creditors replacement liens in all of its pre-petition and post-petition assets and proceeds to the extent that the Secured Creditors had valid, legal and enforceable security interests in said pre-petition assets as of the Petition Date. A copy of the motion is available for free at https://bit.ly/3aUFnAB from PacerMonitor.com. A telephonic hearing is scheduled for May 4 at 11:15 a.m. to consider the Debtor's request. About Mediquip Inc. Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care services, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2, 2021. Sonia Carrero, chief executive officer, signed the petition. A t the time of the filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Berger, Fischoff, Shumer, Wexler, Goodman, LLP serves as the Debtor's legal counsel. MERCURITY FINTECH: Incurs US$1.65 Million Net Loss in 2020 ---------------------------------------------------------- Mercurity Fintech Holding Inc. filed with the Securities and Exchange Commission its Annual Report on Form 20-F disclosing a net loss of US$1.65 million on US$1.48 million of total revenues for the year ended Dec. 31, 2020, compared to a net loss of US$1.23 million on US$1.74 million of total revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had US$10.96 million in total assets, US$708,495 in total liabilities, and US$10.25 million in total shareholders' equity. The Company had US$1,191, US$435,211 and US$174,783 in cash and cash equivalents as of Dec. 31, 2018, 2019 and 2020, respectively. Mercurity said, "We have incurred net losses since our inception. Our net losses were US$123.2 million, US$1.2 million and US$1.6 million for the year ended December 31, 2018, 2019 and 2020, respectively, and our net cash used in operating activities were US$4.3 million, US$0.6 million and US$0.6 million in 2018, 2019 and 2020, respectively. In May 2020, we entered into a share purchase agreement regarding a private placement of US$1.0 million to Universal Hunter (BVI) Limited. We have received US$300,000 upon the first closing of this private placement and, pursuant to the share purchase agreement with Universal Hunter (BVI) Limited, we received additional US$700,000 in 2021. We believe that our current cash balance and anticipated cash flows from operations will be sufficient to meet our anticipated capital needs in the next twelve months." The Company added, "If there is any change in business conditions or other future developments, including any investments we may decide to pursue, we may also seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer." "We are headquartered in Beijing, China, which has been seriously impacted by the COVID-19 epidemic. The severity of the current COVID-19 pandemic resulted in lockdowns, travel restrictions and quarantines imposed by the PRC government. We have been adversely affected by the foregoing measures and experienced disruption to our business operations, such as closure of office facilities and shortage of human resources." A full-text copy of the Form 20-F is available for free at: https://www.sec.gov/Archives/edgar/data/1527762/000110465921056558/tm212185d1_20f.htm About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s current principal business is to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. The Company started this new business since its acquisition of Mercurity Limited (previously known as Unicorn Investment Limited) in May 2019. MERCY HOSPITAL: Gets OK to Hire Foley & Lardner as Legal Counsel ---------------------------------------------------------------- Mercy Hospital and Medical Center and Mercy Health System of Chicago received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Foley & Lardner, LLP as their legal counsel. The firm's services include: (a) giving advice to the Debtors with respect to their powers and duties in the continued operation of their business, including the negotiation and finalization of any financing agreements; (b) assisting in the identification of assets and liabilities of the estates; (c) assisting the Debtors in formulating a plan of reorganization or liquidation and taking necessary legal steps in order to confirm such plan, including the preparation and filing of a disclosure statement; (d) preparing and filing legal documents; (e) appearing in court; (f) analyzing claims and competing property interests, and negotiating with creditors and parties-in-interest; (g) advising the Debtors in connection with any potential sale of their assets; (h) coordinating the Debtors' Chapter 11 cases with the CCAA proceedings filed by their affiliated entities in Canada; and (i) other legal services necessary to administer the Debtors' Chapter 11 cases. Foley & Lardner will be paid at these rates: Partners $510 - $980 per hour Of Counsel $590 - $920 per hour Senior Counsel $455 - $700 per hour Special Counsel $360 - $650 per hour Associates $210 - $595 per hour Paraprofessionals $60 - $320 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Edward Green, Esq., a partner at Foley & Lardner, 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. Mr. Green also made the following disclosures in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Foley & Lardner has not agreed to any variations or alternatives from its standard or customary billing practices for this engagement. The rate structure provided by the firm is appropriate and is not significantly or substantially different from the rates that the firm charges for other non-bankruptcy representations or the rates of other comparably skilled professionals. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: No adjustments were made to either the billing rates or the material financial terms of Foley & Lardner's employment by the Debtors as a result of the filing of their Chapter 11 cases, except that the firm generally increases its rates on Feb. 1 of each year. In this case, the only changes to the billing rates that Foley & Lardner charged the Debtors both before and after the bankruptcy filing was that standard annual increase. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Yes, for the period included in the "cash-collateral" motion. The firm can be reached through: Edward J. Green, Esq. Foley & Lardner LLP 1000 Louisiana St Suite 2000 Houston, TX 77002 Phone: +1 713-276-5727 Email: jmelko@foley.com About Mercy Hospital Mercy Hospital operates the general acute care hospital known as Mercy Hospital & Medical Center located at 2525 South Michigan Ave., Chicago. The hospital offers inpatient and outpatient services. Mercy Health System of Chicago, an Illinois not-for-profit corporation, is the sole member of Mercy Hospital. The health care facilities are part of Trinity Health's network of health care providers. On the Web: http://www.mercy-chicago.org/ Mercy Hospital and Medical Center and Mercy Health System of Chicago sought Chapter 11 protection (Bankr. N.D. Ill. Case Nos. 21-01805 and 21-01806) on Feb. 10, 2021. Mercy Hospital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Timothy A. Barnes oversees the cases. Foley Lardner LLP, led by Matthew J. Stockl, is the Debtors' legal counsel. Epiq Corporate Restructuring, LLC is the claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors on March 3, 2021. The committee is represented by Sills Cummis & Gross, P.C. and Perkins Coie LLP. David N. Crapo is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. The PCO is represented by Sugar Felsenthal Grais & Helsinger, LLP. MILLENNIUM PROPERTIES: Taps Lefkovitz & Lefkovitz as Legal Counsel ------------------------------------------------------------------ Millennium Properties Inc. of Middle Tennessee seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Lefkovitz & Lefkovitz, PLLC as its legal counsel. The firm will provide these services: a. advise the Debtor as to its rights, duties and powers under the Bankruptcy Code; b. prepare and file statements and schedules, Chapter 11 plan and other documents; c. represent the Debtor at hearings, meetings of creditors and other court proceedings; and d. perform other legal services in connection with the Debtor's Chapter 11 case. Lefkovitz & Lefkovitz will be paid at hourly rates as follows: Steven L. Lefkovitz $555 Associate Attorneys $350 Paralegals $125 The firm received a retainer in the amount $7,738. Steven Lefkovitz, Esq., a partner at Lefkovitz & Lefkovitz, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Lefkovitz & Lefkovitz can be reached at: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.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. Lefkovitz & Lefkovitz is the Debtor's legal counsel. MISSOURI JACK: Seeks to Extend Plan Exclusivity Until October 14 ---------------------------------------------------------------- Missouri Jack, LLC and its affiliates request the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division to extend the exclusive periods during which the Debtors may file a plan of reorganization and to solicit acceptances, through and including October 14, 2021, and December 13, 2021, respectively. As of the Petition Date, MoJack and IlJack collectively owned and operated 70 Jack in the Box restaurants throughout Missouri and Illinois pursuant to the various franchise and related agreements originally with Jack in the Box Inc., a Delaware corporation, as subsequently amended and assigned, which Franchise Documents are now owned by it and/or its affiliates. Also, since the Petition Date, the Debtors have been in active discussions with both JIB and the Debtors' lender, City National Bank ("CNB"). The Debtors and CNB have engaged in two extensive mediation sessions in an effort to resolve their disputes. The Debtors and CNB appear to have made progress in their negotiations. The Debtors are also in active discussions with several potential plan sponsors/funders. The additional time requested will allow the Debtors to attempt to reach a consensus among their various constituencies and formulate their plan and disclosure statement. This is the Debtors' first request for an extension of the Exclusivity Periods as these Chapter 11 Cases have only been pending for a few months. Granting an extension of the Exclusivity Periods will help the Debtors by giving them sufficient time to formulate and present their plans of reorganization. For the foregoing reasons, an extension of the Exclusivity Periods is necessary, appropriate, and in the best interests of the Debtors, their estates, and all other parties in interest in these cases. A copy of the Debtors' Motion to extend is available at https://bit.ly/3eFZWBX from PacerMonitor.com. About Missouri Jack Earth City, Missouri-based Missouri Jack LLC, Illinois Jack LLC and Conquest Foods, LLC are owners of 70 Jack In The Box restaurants in Missouri and Illinois. Missouri Jack and its affiliates sought Chapter 11 protection (Bankr. E.D. Mo. Case Nos. 21-40540 to 21-40542) on February 16, 2021. The petitions were signed by Navid Sharafatian of Victorville, California, the manager of TNH Partners LLC. Missouri Jack listed assets and liabilities of $10 million to $50 million while Illinois Jack and Conquest listed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Barry S. Schermer oversees the cases. Leech Tishman Fischaldo & Lampl, Inc. and Summers Compton Wells, LLC serve as the Debtor's lead bankruptcy counsel and local counsel, respectively. Reliable Companies serves as the Debtors' service agent. MISSOURI JACK: Seeks to Hire 'Ordinary Course' Professionals ------------------------------------------------------------ Missouri Jack, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ professionals used in the ordinary course of business. The "ordinary course" professionals are: Branman, Teplin & Heshejin 280 S. Beverly Drive, Suite 409 Beverly Hills, CA 90212 CPA firm -- tax and accounting -- $95/month/restaurant for routine services Hein Schneider & Bond PC 2244 S. Brentwood Blvd., St. Louis, MO 63144 law firm -- general and labor advice -- hourly based on agreed rates Synergi Partners 151 West Evans Street Florence, SC 29501 tax credit consultants -- obtaining ERC credits related to CARES Act and WOTC credits -- 8 percent of ERC and WOTC credits generated for company Pitzer Snodgrass, P.C. 100 South Fourth Street, Suite 400 St. Louis, MO 63102 law firm -- liability insurance defense firm -- paid by insurance carrier Hennessy & Roach, P.C. 415 N. 10th St., Suite 200, St. Louis, MO 63101 law firm -- workers comp insurance defense firm -- paid by insurance carrier McCausland Barrett & Bartalos P.C. 9233 Ward Parkway, Ste. 270 Kansas City, MO 64114 law firm -- employment practices -- insurance defense counsel Heyl, Royster, Voelker & Allen, P.C. 701 Market Street, Suite 1505, St. Louis, MO -- law firm liability insurance, defense firm Once an OCP is retained, the Debtors may pay such OCP 100 percent of the fees and 100 percent of the expenses incurred; provided that the OCP's total compensation and reimbursement paid by the Debtors will not exceed $30,000 per month or $300,000 in the aggregate over the life of these Chapter 11 cases. About Missouri Jack LLC Earth City, Missouri-based Missouri Jack LLC, Illinois Jack LLC and Conquest Foods, LLC are owners of 70 Jack In The Box restaurants in Missouri and Illinois. Missouri Jack and its affiliates sought Chapter 11 protection (Bankr. E.D. Mo. Case Nos. 21-40540 to 21-40542) on Feb. 16, 2021. The petitions were signed by Navid Sharafatian of Victorville, California, the manager of TNH Partners LLC. Judge Barry S. Schermer oversees the cases. Missouri Jack listed assets and liabilities of $10 million to $50 million while Illinois Jack and Conquest listed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Leech Tishman Fischaldo & Lampl, Inc. and Summers Compton Wells, LLC serve as the Debtor's bankruptcy counsel and local counsel, respectively. MOUTHPEACE DENTAL: Seeks Extension for Bid Procedures Deadlines --------------------------------------------------------------- Mouthpeace Dental, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend bidding procedures deadlines in connection with the sale of substantially all assets to Brian A. Bain, DDS, IV, PC, pursuant to their asset purchase agreement dated March 9, 2021, subject to overbid. In exchange for the Purchased Assets, the Purchaser has agreed to provide the following: a. $150,000 cash (less any amounts previously paid as a deposit); plus b. payment for the Seller's accounts receivable as of the Closing Date computed as the sum of: 95% of the collective amount of accounts receivable which have been outstanding 30 days or less; 70% for accounts receivable outstanding between 31 and 60 days; 50% for accounts receivable outstanding between 61 and 90 days, and zero for accounts receivable outstanding over 90 days; plus c. payment of all costs to cure any Assigned Contracts. The Debtor, in consultation with its professionals, is currently exploring alternative options to satisfy the claims of creditors and, therefore requests a short extension to weigh its options and to determine whether an alternative path to the current sale process, which would involve negotiations with key creditors, is in the best interests of the estate and parties in interest. The Debtor's professionals have had discussions with the counsel for the stalking horse bidder, the Debtor's landlord (and competing bidder), and the Debtor's primary lender, all of whom have indicated that they either consent or do not oppose the relief requested. One of the driving factors for the current deadlines that the Debtor requested for completing the sale process has been driven by its existing commercial property lease, which includes an extension option that must be exercised no later than March 4, 2021. The landlord has kindly agreed to stipulate to an extension of the option exercise period through and including May 25, 2021 to enable the Debtor and interested parties to explore alternative options. Accordingly, the Debtor requests a three-week extension of all deadlines related to the bid procedures and sale process to provide sufficient time to explore these options and to attempt to negotiate potential deals with key creditors and to determine whether moving forward with the sale process or moving to an alternate track is more appropriate. The Debtor's landlord and the competing bidder have requested certain language in the proposed order related to the Motion clarifying certain items related to the sale process and the landlord's deadline to file a proof of claim (if applicable), and the Debtor has stipulated to those requests, as set forth in the proposed order. The Sale Motion was set for hearing on April 28, 2021, at 10:00 a.m. (ET). Thereafter, on March 17, 2021, after receiving an indication of interest from another potential buyer, the Debtor filed a motion to establish bid procedures governing the sale of assets to the highest and best bidder. After notice and multiple hearings, the Court entered an order granting the Bid Procedures Motion on March 31, 2021. The Bid Procedures Order established certain dates such as the date for potential bidders to submit a higher bid than the sale terms set forth in the APA, the date and time of the auction if any qualified competing bids are received, the deadline to object to the Debtor's proposed cure costs for executory contracts and leases to be assigned under the APA, the date of a hearing to approve the APA and/or to approve a sale to the highest and best bidder at the auction, and the deadline for the return of the deposit of any initial overbidder who is not the ultimate purchaser of the Debtor's assets. Pursuant to the Bid Procedures Order, prior to the Initial Overbid Deadline, the Debtor received a timely initial overbid from AP MD Asset Acquisition, LLC ("Competing Bidder"), which, upon information and belief, is a special purpose entity affiliated with the Debtor's current landlord, AP Brickworks, LLC ("Landlord"). The Debtor seeks entry of an order amending the Bid Procedures Order to establish new deadline. It ass that the Court enters an order amending the Bid Procedures Order to provide for certain revised deadlines as follows: Old Date/Time NewDate/Time Event April 23, 2021 May 12, 2021 at 10 a.m. Auction April 26, 2021 May 17, 2021 Cure Objection Deadline April 28, 2021 May 19, 2021 at 10 a.m. Sale Hearing May 15, 2021 June 5, 2021 Outside Date The Debtor respectfully asks that the Court grants the Motion and enters an order extending certain deadlines set forth in the Bid Procedures Order. About Mouthpeace Dental Mouthpeace Dental, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72289) on December 3, 2020. The petition was signed by Syretta Wells, the sole shareholder. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Barbara Ellis-Monro is the case judge. Rountree Leitman & Klein, LLC serves as the Debtor's counsel. NATIONAL RIFLE ASSOCIATION: LaPierre Seeks to Fend Off Trustee Bid ------------------------------------------------------------------ Neil Weinberg and Steven Church of Bloomberg News report that the National Rifle Association's longtime boss, Wayne LaPierre, said he launched a "course correction" of the nonprofit's financial controls in 2017, but also acknowledged there were lapses afterward in the oversight of payments to himself and other insiders. According to Bloomberg, Mr. LaPierre's management of the NRA is a central question in its bankruptcy trial in Dallas that could place the gun group under the control of a trustee. Executive vice president of the group since 1991, LaPierre portrayed himself as taking the initiative to make sure the NRA's financial house was in order. The NRA faces motions by the New York attorney general and a former vendor seeking dismissal of its bankruptcy case or the appointment of a trustee who would effectively take over management of the organization. The NRA's witnesses have emphasized that CEO LaPierre is critical to fundraising and thus to the future financial health of the association. About National Rifle Association of America Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, 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. NEUBASE THERAPEUTICS: Amends Lease With 350 Technology ------------------------------------------------------ NeuBase Therapeutics, Inc. entered into a second amendment to the lease agreement with 350 Technology Drive Partners, LLC for office and laboratory space located at 350 Technology Drive, Pittsburgh, Pa. The leased premises will serve as the company's headquarters upon the commencement of the lease on May 1, 2021. On that date, the company is obligated to begin making rental payments, provided that it may be entitled to a rental credit for certain periods based on the date the landlord delivers possession of the office space and biology lab within the leased premises to the company and the date the landlord substantially completes tenant improvements. In addition, pursuant to the second amendment and as a result of approved change orders, the company will pay an escalating base rent over the life of the lease of approximately $71,000 to $78,000 per month. About NeuBase Therapeutics NeuBase Therapeutics, Inc. -- http://www.neubasetherapeutics.com-- is a biotechnology company focused on developing next generation therapies to treat rare genetic diseases and cancers caused by mutant genes. Given that perhaps every human disease has a genetic component, the Company believes that its differentiated platform technology has the potential for broad impact. Neubase Therapeutics reported a net loss of $17.38 million for the year ended Sept. 30, 2020, compared to a net loss of $26.13 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $34.44 million in total assets, $3.15 million in total liabilities, and $31.29 million in total stockholders' equity. NEUBASE THERAPEUTICS: Incurs $17.4 Million Net Loss in Fiscal 2020 ------------------------------------------------------------------ Neubase Therapeutics, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $17.38 million for the year ended Sept. 30, 2020, compared to a net loss of $26.13 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $34.44 million in total assets, $3.15 million in total liabilities, and $31.29 million in total stockholders' equity. Neubase said, "We have no revenues from product sales and have incurred operating losses since inception. The Company has historically funded its operations through the sale of common stock and the issuance of convertible notes and warrants. We expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, we will likely need to raise additional capital through one or more of the following: the issuance of additional debt or equity or the completion of a licensing transaction for one or more of the Company's pipeline assets. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these consolidated financial statements were issued." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1173281/000110465920139139/tm2038825d1_10k.htm About NeuBase Therapeutics NeuBase Therapeutics, Inc. -- http://www.neubasetherapeutics.com-- is a biotechnology company focused on developing next generation therapies to treat rare genetic diseases and cancers caused by mutant genes. Given that perhaps every human disease has a genetic component, the Company believes that its differentiated platform technology has the potential for broad impact. NEUBASE THERAPEUTICS: Raises $46 Million From Stock Offering ------------------------------------------------------------ NeuBase Therapeutics, Inc. has closed its previously announced underwritten public offering of 9,200,000 shares of its common stock (inclusive of 1,200,000 shares that were sold pursuant to the underwriters' full exercise of their option to purchase additional shares of NeuBase's common stock), at a price to the public of $5.00 per share, generating gross proceeds of $46.0 million before deducting the underwriting discounts and commissions and offering expenses payable by NeuBase. NeuBase intends to use the net proceeds from the offering for general corporate purposes, working capital and development of its product candidates and pipeline expansion. RBC Capital Markets, Oppenheimer & Co. Inc. and Chardan acted as the joint book-running managers for the offering, and National Securities Corporation acted as co-manager for the offering. The securities were offered by NeuBase pursuant to a shelf registration statement on Form S-3 (File No. 333-254980) previously filed with the Securities and Exchange Commission on April 1, 2021 and declared effective by the SEC on April 14, 2021. A final prospectus supplement and the accompanying prospectus relating to and describing the offering was filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC's website at www.sec.gov or by contacting RBC Capital Markets, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089 or by e-mail at equityprospectus@rbccm.com, Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055 or by e-mail at equityprospectus@opco.com, or Chardan, 17 State Street, 21st floor, New York, New York 10004, by telephone at (646) 465-9032 or by e-mail at prospectus@chardan.com. About NeuBase Therapeutics NeuBase Therapeutics, Inc. -- http://www.neubasetherapeutics.com-- is a biotechnology company focused on developing next generation therapies to treat rare genetic diseases and cancers caused by mutant genes. Given that perhaps every human disease has a genetic component, the Company believes that its differentiated platform technology has the potential for broad impact. Neubase Therapeutics reported a net loss of $17.38 million for the year ended Sept. 30, 2020, compared to a net loss of $26.13 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $34.44 million in total assets, $3.15 million in total liabilities, and $31.29 million in total stockholders' equity. NOVA CHEMICALS: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to NOVA Chemicals Corporation's proposed senior unsecured notes. The proceeds will be used to redeem the US$500 million notes due 2023 and for general corporate purposes. Assignments: Issuer: NOVA Chemicals Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) RATINGS RATIONALE NOVA Chemicals' Ba2 CFR is supported by its: 1) size and scale in the ethylene and polyethylene business; 2) manufacturing assets in North America that use cost-advantaged North American ethane; 3) flexible dividend policy that has at times preserved cash, such as in 2020; and 4) good liquidity. The rating is constrained by: 1) its limited product and geographic diversity; 2) an expectation that debt to EBITDA will increase to around 4x in 2022 from 2.5x in 2021; 3) the inherent volatility and cyclicality of ethylene and polyethylene margins; and 4) Ontario expansion projects that have execution risk which could lead to costs overruns and delays. NOVA Chemicals has good liquidity. Moody's estimates that NOVA Chemicals has about $2.3 billion of liquidity sources and no uses through 2021. After the April 2021 notes issuance proforma December 31, 2020, NOVA Chemicals had about $350 million in cash and nearly full availability under its $1.5 billion secured revolving credit facility due 2026. Moody's expect about $300 million in free cash flow through 2021 if the company pays a $250 million dividend. Moody's expect NOVA Chemicals to remain in compliance with its two financial covenants during this period. NOVA Chemicals also has access to two accounts receivable facilities: The $100 million U.S. program, which expires in 2023; and the $50 million Canadian program, which expires in 2022. At December 31, 2020 $44 million was drawn against these facilities. The nearest material debt maturity is in 2024. NOVA Chemicals' senior unsecured debt is rated Ba3, one notch below the Ba2 CFR, reflecting its subordination to the $1.5 billion secured revolving credit facility, $500 million term loan and the $150 million accounts receivable facilities. The stable outlook reflects Moody's expectation that leverage will remain at a level that is adequate for the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if NOVA Chemicals can keep debt to EBITDA below 3.5x (5x at YE 2020), while successfully executing on its growth projects. The rating could be downgraded if debt to EBITDA is likely to be sustained above 5.5x (5x at YE 2020), or if there is sustained negative free cash flow that weakens liquidity. NOVA Chemicals Corporation is privately-owned by Mubadala Investment Company, and is a Calgary, Alberta-headquartered producer of ethylene and polyethylene products. The principal methodology used in this rating was Chemical Industry published in March 2019. OCULAR THERAPEUTIX: Terminates Chief Operating Officer ------------------------------------------------------ Ocular Therapeutix, Inc. terminated Patricia Kitchen as chief operating officer of the company effective April 27, 2021. The company has allocated the responsibilities of the chief operating officer among its remaining executive officers. About Ocular Therapeutix Headquartered in Bedford, MA, Ocular Therapeutix, Inc. -- http://www.ocutx.com-- is a biopharmaceutical company focused on the formulation, development, and commercialization of innovative therapies for diseases and conditions of the eye using its proprietary bioresorbable hydrogel-based formulation technology. Ocular Therapeutix's first commercial drug product, DEXTENZA, is FDA-approved for the treatment of ocular inflammation and pain following ophthalmic surgery. Ocular Therapeutix reported a net loss and comprehensive loss of $155.64 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $86.37 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $261.86 million in total assets, $185.76 million in total liabilities, and $76.09 million in total stockholders' equity. Since inception, the Company has incurred significant operating losses. As of Dec. 31, 2020, the Company had an accumulated deficit of $539.3 million. OER SERVICES: Seeks to Hire Robbins Salomon as Legal Counsel ------------------------------------------------------------ OER Services LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Robbins, Salomon & Patt, Ltd. as its legal counsel. The firm's services include: a. advising the Debtor regarding its duties in the management and operation of its business; b. negotiating with creditors and their representatives and other parties in interest; c. taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved; d. preparing legal papers; e. assisting the Debtor in the formulation, negotiation and drafting of a plan of reorganization and taking any necessary action to obtain approval of a plan of reorganization; f. representing the Debtor in connection with obtaining use of cash collateral; g. advising the Debtor in connection with any potential sale of assets or other actions outside of the ordinary course of business; h. appearing before the bankruptcy court and any appellate courts in matters relating to the Debtor's Chapter 11 case; i. meeting with the United States Trustee and/or the Subchapter V Trustee regarding any matter relating to this case; and j. performing all other necessary legal services. The firm's billing rates range from $350 to $550 per hour for partners, $250 to $350 per hour for associates, and $150 to $195 for research clerks and paralegals. The professionals presently expected to be primarily responsible for providing services to the Debtor are: Steve Jakubowski - partner $485/hour Parker Lawton - associate $395/hour Malcolm MacLaren - associate $250/hour Carmen Dutton - paralegal $195/hour Steve Jakubowski, Esq., at Robbins, Salomon & Patt, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Bankruptcy Code Sections 101(14) and 1107(b). The firm can be reached through: Steve Jakubowski, Esq. Robbins, Salomon & Patt, Ltd. 180 N. LaSalle St., Ste. 3300 Chicago, IL 60601 Phone: (312) 456-0191 Email: sjakubowski@rsplaw.com About OER Services 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. Its principal place of business is located at 1650 Carmen Drive, Elk Grove, Ill. 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 $1 million to $10 million in both assets and liabilities. Judge Janet S. Baer oversees the case. Robbins, Salomon & Patt, Ltd. represents the Debtor as counsel. PANBELA THERAPEUTICS: Incurs $4.8 Million Net Loss in 2020 ---------------------------------------------------------- Panbela Therapeutics, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $4.77 million for the year ended Dec. 31, 2020, compared to a net loss of $6.20 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $9.81 million in total assets, $1.36 million in total liabilities, and $8.45 million in total stockholders' equity. Tampa, Florida-based Cherry Bekaert, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 25, 2021, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1029125/000143774921007154/snbp20201231_10k.htm About Panbela Headquartered in Waconia, Minnesota, Panbela Therapeutics, Inc. -- www.Panbela.com -- is a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with cancer. Its product candidate, SBP-101, is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition, a metabolic pathway of critical importance in multiple tumor types. PAPPY'S SAND: Wins Access to Newtek's Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has authorized Pappy's Sand & Gravel, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to obtain funds in order to continue the operation of its business. Without such funds, the Debtor will not be able to pay its direct operating expenses and obtain goods and services needed to carry on its business during this sensitive period in a manner that will avoid irreparable harm to the Debtor's estate. As adequate protection, Newtek Small Business Finance, as Secured Lender, Dallas County, Kaufman County, Propel Financial Services, as agent for Hunter-Kelsey III, LLC d/b/a Propel Tax, and the Texas Comptroller of Public Accounts are granted valid, binding, enforceable, and perfected liens co-extensive with their pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. The replacement liens granted to the Secured Lender and the Taxing Authorities in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. The Debtor will also pay to Newtek Small Business Finance on the 1st day of the month the lesser of $14,000 or excess cash flow after payment of expenses beginning March 1, 2021. A copy of the order and the Debtor's one-month budget is available for free at https://bit.ly/3nzPoIA from PacerMonitor.com. The Debtor projects total expenses of $118,000 and net income of $25,513.75. About Pappy's Sand & Gravel Pappy's Sand & Gravel, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32723) on Oct. 28, 2020. At the time of the filing, the Debtor listed estimated assets and liabilities of less than $50,000. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's legal counsel. PAPS CAB: Seeks Extension for Plan Confirmation ----------------------------------------------- Paps Cab, Corp., and affiliated debtors asked Judge Jil Mazer-Marino of the U.S. Bankruptcy Court for the Eastern District of New York to extend the time to confirm a Plan of Reorganization in their Chapter 11 cases. Judge Mazer-Marino will consider the request on May 19, 2021 at 11 a.m., in the U.S. Bankruptcy Court -- Eastern District of New York -- Brookly, 271-C Cadman Plaza East, Courtroom 3529, Brooklyn, New York. 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. PAUL F. ROST: June 1 Plan Confirmation Hearing Set -------------------------------------------------- On March 23, 2021, debtor Paul F. Rost Electric, Inc., d/b/a Rost Electric, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an Amended Disclosure Statement to accompany Third Amended Plan. On April 27, 2021, Judge Jeffery A. Deller approved the Amended Disclosure Statement and ordered that: * May 25, 2021, is fixed as the last day for serving on the attorney for debtor ballots which are written acceptances or rejections of the amended plan. * May 25, 2021, is fixed as the last day for filing and serving written objections to the confirmation of the amended plan. * June 1, 2021, at 10:00 a.m., via Zoom with Judge Deller is the date and time fixed for hearing on confirmation of the Third Amended Plan. A full-text copy of the order dated April 27, 2021, is available at https://bit.ly/3t6lLQq from PacerMonitor.com at no charge. About Paul F. Rost Electric Paul F. Rost Electric, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-20344) on Jan. 30, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Jeffery A. Deller oversees the case. Dennis J. Spyra & Associates is the Debtor's legal counsel. PBS BRAND: Exclusivity Period to File Plan Extended Thru August 18 ------------------------------------------------------------------ Judge J. Kate Stickles extended the time by which PBS Brand Co., LLC and its affiliated Debtors have the exclusive right to file a Plan through and including August 18, 2021. The Debtors have the exclusive right to solicit acceptances of a Plan through and including October 18, 2021. About PBS Brand Co. Denver-based PBS Brand Co. LLC and its affiliates own and operate "Punch Bowl" restaurants and bars across the United States. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. In its petition, PBS Brand disclosed assets of between $10 million and $50 million andliabilities of the same range. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as their legal counsel; SSG Advisors, LLC as investment banker; Omni Agent Solutions as the claims, noticing and balloting agent; and Gavin/Solmonese LLC and B. Riley Advisory Services as restructuring advisors. Edward Gavin of Gavin/Solmonese and Mark Shapiro of B. Riley both serve as chief restructuring officers. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman, P.C., and Province, LLC, serve as the committee's legal counsel and financial advisor, respectively. PIAGGIO AMERICA: Taps Sonoran Capital as Financial Advisor ---------------------------------------------------------- Piaggio America Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Sonoran Capital Advisors, LLC as its financial advisor. The firm's services include: (a) communicating with the Debtor's legal counsel and creditor constituencies; (b) assisting with cash flow and budgeting; (c) assisting in creating and updating initial debtor production to the U.S. Trustee, statements and schedules; (d) assisting in preparations for the initial interview with the U.S. trustee and Section 341 meeting of creditors; (e) assisting in the drafting of motions to be filed with the court; (f) assisting in the preparation and filing of monthly operating reports; (g) assisting with the drafting, preparation and filing of disclosure statements and plan of reorganization; (h) assisting with any Section 363 sales and related analysis; and (i) performing any other necessary services requested by the Debtor. The firm will be paid at these rates: Managing Directors $450 - $425 per hour Senior Advisors $395 - $375 per hour Senior Associates $295 per hour Associates $250 per hour Analysts $150 per hour The fees due to Sonoran will be subject to a monthly cap as follows: a. From the date of execution of the engagement letter or from April 23 through May 31, 2021: $15,000; b. June 1 through June 30, 2021: $15,000; c. All calendar months thereafter: $10,000 Bryan Perkinson, managing director at Sonoran Capital Advisors, 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. Sonoran Capital can be reached at: Bryan Perkinson Sonoran Capital Advisors, LLC 1733 N Greenfield Rd. Suite 101 Mesa, AZ 85205 Tel: (480) 825-6650 Email: bperkinson@sonorancap.com About Piaggio America Piaggio America Inc. -- http://www.piaggioaerospace.it/-- is in the business of aerospace product and parts manufacturing. It designs, develops and supports unmanned aerial systems, business, special missions and ISR aircraft and aero engines. Piaggio America filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 21-13491) on April 13, 2021. Paolo Ferreri, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilties. Judge Erik P. Kimball presides over the case. Holland & Knight, LLP and Sonoran Capital Advisors, LLC serve as the Debtor's legal counsel and financial advisor, respectively. PINK MONKEY: Seeks to Obtain Six-Month Access to Cash Collateral ---------------------------------------------------------------- Pink Monkey, Inc., asked the Bankruptcy Court to authorize use of cash collateral over a six-month period to pay necessary operating expenses pursuant to a budget. The Debtor plans to continue the operation of its business throughout the Chapter 11 case, and to propose a Plan of Reorganization which provides for the continuation of the business. The Debtor disclosed that it has cash on hand and in bank of approximately $36,911 as of the Petition Date. The Debtor believes that the collateral base will remain stable as the Debtor will be replacing its accounts receivable, cash and cash equivalents in the course of its daily operations. As of the Petition Date, the Debtor owes these creditors under certain pre-petition secured loans (which liens arising therefrom could encumber the cash collateral): * American Express, N.B., for approximately $138,903; * U.S. Small Business Administration, for approximately $159,900; * U.S. Bank, N.A., for approximately $100,000; and * Funding Circle for approximately $218,815. The Debtor proposed to provide replacement lien on all post-petition accounts and accounts receivable to the extent that the use of cash collateral results in a decrease in the value of the collateral. A copy of the motion and the Debtor's projected nine-month budget is available for free at https://bit.ly/3t9TrfI from PacerMonitor.com. About Pink Monkey, Inc. Pink Monkey, Inc. -- https://pinkmonkeystudio.com -- is a custom fabrication, special event design, and production company. The Debtor filed a Chapter 11 petition (Bankr. D. Col. Case No. 21-12195) on April 27, 2021 in the United States Bankruptcy Court District of Colorado. In the petition signed by Nathan Cox, president/co-owner, the Debtor reported $282,117 in total assets and $1,397,703 in total liabilities. The Honorable Elizabeth E. Brown is the case judge. WADSWORTH GARBER WARNER CONRARDY, P.C., serves as the Debtor's counsel. PIONEER HEALTH: Trustee Selling Forest Property for $159.5K ----------------------------------------------------------- Marshall Glade, in his capacity as the Liquidating Trustee for the Trusts of Pioneer Health Services, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of approximately 14.8 acres undeveloped real property located in Forest, Mississippi, Section 28, Township 06, Range 08, more particularly described in Exhibit A, to Dylan Maples or his designated affiliate for $145,000 plus a purchaser's premium of $14,500. PHS owns the Forest Property. The Liquidating Trustee has reviewed public records related to the Forest Property, and to the best of his knowledge the Forest Property is unencumbered. His counsel has advised the Court at various status conferences that he had listed the Forest Property for sale with a local real estate broker who actively marketed the property for nearly one year, but that efforts to sell property had been unsuccessful. On Jan, 13, 2021, pursuant to Section 9.3.2 of the Plan, the Liquidating Trustee entered into an Auction Marketing Proposal with Taylor Auction & Reality, Inc. for the marketing and sale of the Forest Property. On March 31, 2021, the Liquidating Trustee, with the assistance of Taylor, conducted an online auction for the sale of the Forest Property. Five qualified bidders participated and submitted competing bids during the Auction. At the conclusion of the Auction, the Liquidating Trustee and Taylor determined that Purchaser had submitted the highest and best bid for the purchase of the Forest Property. The Liquidating Trustee and the Purchaser have negotiated a Contract of the Purchase and Sale of Real Estate for the sale of the Forest Property. The Purchase Agreement generally provides for a purchase price of $145,000 plus a purchaser's premium of $14,500 for a total of $159,500. While the Plan authorizes the Liquidating Trustee to sell the Forest Property with the approval of the Beneficiaries Committee, the Purchaser has requested that the Liquidating Trustee seek Court approval of Purchaser Agreement and the sale of the Forest Property. By the Motion, the Liquidating Trustee seeks the entry of an order pursuant to 11 U.S.C. Sections 105 and 363(b), (f), and (m), as well as Rules 2002 and 6004 of the Bankruptcy Rules, (a) authorizing the Liquidating Trustee to sell the Forest Property to the Purchaser free and clear of all liens, claims, interests, and encumbrances; and (b) approving the terms of the Purchase Agreement. The Purchase Agreement generally provides for a purchase price of $145,000 with Taylor's commission to be paid by the Purchaser. In the Liquidating Trustee's business judgment, the Purchase Price represents a fair and reasonable sales price for the Forest Property, and represents the highest and best offer for the sale of the Forest Property (which is land locked). Moreover, the PHS bankruptcy case has been pending now for more than five years and that case needs to be closed as soon as feasible. A copy of the Contract is available at https://tinyurl.com/km8rzayw from PacerMonitor.com free of charge. About Pioneer Health Services Pioneer Health Services, Inc., provides healthcare services to rural communities, and own and manage rural critical access hospitals. Pioneer Health Services and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty, III, its president, signed the petitions. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Henry Hobbs, Jr., acting U.S. trustee for Region 5, appointed an official committee of unsecured creditors on April 19, 2017. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. PIONEER HEALTH: Trustee Selling Remnant Assets to Oak Point for $5K ------------------------------------------------------------------- Marshall Glade, in his capacity as the Liquidating Trustee for the Trusts of Pioneer Health Services, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of property of the Pioneer Health Services and Pioneer Health Services of Monroe County, Inc. bankruptcy estates, consisting of known or unknown assets or claims, which have not been previously sold, assigned, or transferred ("Remnant Assets"), to Oak Point Partners, LLC, for $5,000. Since being appointed and since the entry of final decrees in the bankruptcy cases of PHS Patrick, PHS Newton, PHS Early, PHS Choctaw, PHS Stokes, PHS Oneida, and Medicomp, the Liquidating Trustee has administered the Debtors' bankruptcy estates for the benefit of the Debtors' creditors in accordance with his power and duties under the Plan. The Liquidating Trustee is now in the process of winding down the administration of PHS and PHS Monroe. To that end, he is engaged in efforts to ensure that the maximum value of the bankruptcy estates’ remaining assets is realized, which efforts include pursuing the sale of any remaining estate assets. The Liquidating Trustee has determined that the Remnant Assets exist. Potential unknown assets might include unscheduled refunds, uncollected account receivables, overpayments, deposits, judgments, claims, or other payment rights that could accrue in the future. The Liquidating Trustee has conducted due diligence and is unaware of the existence of any Remnant Assets (other than various nominal account receivables), and certainly none that could return any material value to the PHS and PHS Monroe bankruptcy estates that would justify further pursuit. Accordingly, he has determined in his business judgment that the cost of pursuing the Remnant Assets will likely exceed the benefit that the PHS and PHS Monroe bankruptcy estates would possibly receive on account of the Remnant Assets. The Remnant asset sales have become commonplace at the close of commercial bankruptcy cases because they allow for additional funds to be brought into the bankruptcy estate, while simultaneously avoiding the expense and burdens associated with reopening cases for later-discovered assets. Such sales provide a prudent way to fully and finally administer all assets of a debtor's estate and the closure of its bankruptcy case within a reasonable period of time. The Liquidating Trustee and Oak Point have negotiated an agreement for the sale of the Remnant Assets. By the Motion, the Liquidating Trustee seeks the entry of an order pursuant to 11 U.S.C. Sections 105 and 363(b), (f), and (m), as well as Rules 2002 and 6004 of the Bankruptcy Rules, (a) authorizing him to sell the Remnant Assets to Oak Point free and clear of all liens, claims, interests, and encumbrances; and (b) approving the terms of the Purchase Agreement. The Purchase Agreement generally provides for a purchase price of $5,000 for all Remnant Assets of PHS and PHS Monroe as well as any remnant assets PHS Patrick, PHS Newton, PHS Early, PHS Choctaw, PHS Stokes, PHS Oneida and Medicomp to be paid by Oak Point to the Liquidating Trustee for the benefit of the PHS and PHS Monroe bankruptcy estates and to facilitate closing the remaining PHS and PHS Monroe bankruptcy cases. In accordance with the Purchase Agreement, the Remnant Assets do not include (i) cash held at the time of the Purchase Agreement in Liquidating Trustee’s fiduciary bank account for the Trusts; provided, however, that any cash that exists in such bank account one year from the date of the closing of the Bankruptcy Cases will be Remnant Assets;4 (ii) any and all Goods (e.g., office furniture) of the Debtors; (iii) the Trusts’ interest in certain real property, and related proceeds, located in Forest, Mississippi, Section 28, Township 06, Range 08; and (iv) the Purchase Price for the Remnant Assets. In the Liquidating Trustee's business judgment, the Purchase Price represents a fair and reasonable sales price for the Remnant Assets and other assets to be transferred, and represents the highest and best offer for the sale of the Remnant Assets and other assets to be transferred. Additionally, the benefit of receiving immediate payment for the Remnant Assets and other assets to be transferred, which are largely unknown, outweighs the potential benefit of retaining the Remnant Assets and the other assets to be transferred. Moreover, the Liquidating Trustee believes that the cost of pursuing the Remnant Assets will likely exceed the benefit that the PHS and PHS Monroe bankruptcy estates would possibly receive. Finally, the PHS and PHS Monroe bankruptcy cases have been pending now for more than 5 years and need to be closed as soon as feasible. To successfully implement the Purchase Agreement, the Liquidating Trustee also seeks a waiver of the 14-day stay under Rule 6004(h) of the Bankruptcy Rules. A copy of the Agreement is available at https://tinyurl.com/3kp4r8vt from PacerMonitor.com free of charge. About Pioneer Health Services Pioneer Health Services, Inc., provides healthcare services to rural communities, and own and manage rural critical access hospitals. Pioneer Health Services and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty, III, its president, signed the petitions. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Henry Hobbs, Jr., acting U.S. trustee for Region 5, appointed an official committee of unsecured creditors on April 19, 2017. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. PLZ AEROSCIENCE: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on PLZ Aeroscience Corp. to stable from negative and affirmed its 'B' issuer credit rating. The issue-level ratings remain unchanged. The stable outlook reflects S&P's belief that PLZ will maintain adequate liquidity and credit metrics appropriate for the rating over the next 12 months. Despite the challenging operating environment, PLZ was able to grow revenues and maintain margins in 2020. The company experienced a sharp decline in demand in key end markets that were most affected by the coronavirus pandemic in the second quarter, such as salon personal care, food service, and autos. This was partially offset by increased demand in cleaning and disinfecting products. Demand has since mostly recovered in all segments, resulting in relatively flat organic top-line growth, with revenue growth driven by acquisitions in 2020. The company implemented cost controls quickly at the start of the pandemic and benefited from lower raw material prices. This, in tandem with synergies achieved from the recent acquisitions and price increases, helped to maintain margins in line with historical levels. S&P said, "We expect further strengthening in 2021 as consumer confidence improves, business investment increases, and macroeconomic pressures subside. We now expect weighted average debt/EBITDA to be around 6x, whereas previously we had expected 6.5x." S&P said, "We continue to assess PLZ Aeroscience's business risk profile as weak. We expect PLZ will maintain its leading market position in the niche specialty aerosol industry. Despite its narrow business focus, the company benefits from some channel and customer diversity between its contract filling, institutional, and retail segments. However, PLZ is exposed to environmental risk factors, which could lead to greater restrictions on aerosol products or a potential decline in aerosol use. We also believe there are fairly close liquid substitutes for some of the company's products, but we recognize that PLZ's key customers would likely bear switching costs in converting products from aerosol to liquids. "PLZ's financial policy will be very aggressive. Our highly leveraged financial risk profile assessment reflects our view that the company's financial sponsor owner (Pritzker Private Capital) will influence financial governance toward shareholder-friendly decision making. We expect the company to remain aggressive based on its acquisition-driven growth strategy, which it has typically funded with a mix of free cash flow and debt. In addition, we expect that PLZ's credit measures will remain in line with the indicative ratios for the highly leveraged financial risk assessment, including adjusted debt to EBITDA in excess of 5x. "The stable outlook reflects our expectation that PLZ will maintain pro forma weighted-average debt to EBITDA between 5.5x and 6.5x. Our base-case scenario assumes organic revenue and earnings growth in 2021, supported by the economic recovery in the U.S. We assume the company will continue to grow through acquisitions, but expect there will be no material increases in leverage metrics as a result of these acquisitions. Additionally, we expect the company will generate positive free cash flow that will support its ability to maintain adequate liquidity. "We could lower our ratings on PLZ within the next 12 months if the company's operating performance is well below our expectations, such that weighted average debt to EBITDA exceeds 6.5x on a sustained basis. This could occur if environmental concerns shift consumer preferences away from aerosol, if the company loses key clients, or if greater-than-expected raw material costs lead to PLZ's EBITDA margins declining by 150 basis points (bps) over the next 12 months. We could also lower the rating if the company's liquidity sources to liquidity uses ratio fell below 1.2x, without prospects for improvement. Additionally, we would consider a negative rating action if the company undertook a large debt-funded acquisition or dividend recapitalization that stretched credit measures. "We could raise the rating in the next 12 months if PLZ's EBITDA margins outperform our base case by 400 bps, leading to pro forma weighted-average debt to EBITDA below 5x on a sustained basis. This would likely be driven by greater-than-expected volume increases in the distribution and retail segments or improved operating efficiencies. However, to consider an upgrade we would need to believe that financial policies would support maintaining these credit measures, after factoring in the company's growth initiatives." PLZ is a leader in the highly fragmented aerosol market. The company serves a diverse set of customers and produces a variety of products delivered in aerosol cans including adhesives, cleaners, disinfectants, insecticides, pan sprays, and personal care products. The company delivers products through its institutional, retail, and contract-filling channels. PRIME HEALTHCARE: $150MM Notes Add-on No Impact on Moody's B1 CFR ----------------------------------------------------------------- Moody's Investors Service announced that there is no change to the B2 rating on Prime Healthcare Services, Inc. recently upsized senior secured notes. There is also no change to Prime Healthcare's other existing ratings, including its B1 Corporate Family Rating and B1-PD Probability of Default Rating. The outlook remains stable. Proceeds from the $150 million senior secured notes add-on will be used to repay the remaining $75 million of Medical Properties Trust loan obligations. The remaining proceeds will be used for general corporate purposes and to add cash to the balance sheet. This will be incremental to the more than $346 million of cash the company had as of December 31, 2020. The company's liquidity also benefits from near full availability on a $450 million revolving credit facility. Despite improved liquidity, Moody's views the transaction as being modestly credit negative, as it will increase pro forma debt/EBITDA from 3.8 times to 4.0 times. Prime Healthcare Services, Inc., headquartered in Ontario, CA, is an owner and operator of acute care hospitals. The company currently owns and operates 31 hospitals and manages the operations of 15 additional hospitals for Prime Healthcare Foundation, a not-forprofit public charity. The company's revenue for the twelve months ended December 31, 2020 was approximately $3.9 billion. PURDUE PHARMA: Cherokee Nation Says Disclosure Statement Incomplete ------------------------------------------------------------------- The Cherokee Nation asked the Bankruptcy Court to deny approval of the Disclosure Statement accompanying the Plan of Purdue Pharma, L.P., and its affiliated debtors. The Cherokee Nation said the Disclosure Statement does not adequately describe the Chapter 11 Plan and references many documents that have not yet been filed. As a result, the Cherokee Nation said it is not in a position to complete its determination regarding the adequacy of the disclosure. The Objector added that the Plan also proposed certain purported restrictions on the use of proceeds that are distributed to creditors, a provision which, according to Cherokee Nation, makes the Plan patently unconfirmable. Until the Debtors revise the Plan to address these concerns, the Plan is patently unconfirmable and as such, the Disclosure Statement should not be approved, the Objector concluded. A copy of the objection is available for free at https://bit.ly/3vDcKA3 from PacerMonitor.com. Attorneys for The Cherokee Nation: Steven F. Molo, Esq. Jessica Ortiz, Esq. Justin M. Ellis, Esq. MOLOLAMKEN LLP 430 Park Avenue New York, New York 10022 Telephone: (212) 607-8160 E-mail: smolo@mololamken.com jortiz@mololamken.com jellis@mololamken.com - and - Richard W. Fields, Esq. FIELDS PLLC 1701 Pennsylvania Avenue NW Suite 200 Washington, D.C. 20006 Telephone: (833) 382-9816 E-mail: fields@fieldslawpllc.com 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. PURDUE PHARMA: Coroner Objects to Disclosure Statement ------------------------------------------------------ Dr. Gregory Fernandez, in his official capacity as the Coroner of St. Bernard Parish in the State of Louisiana, objected to the Disclosure Statement accompanying the Plan of Purdue Pharma L.P., and its affiliated debtors. Dr. Fernandez complained that the Disclosure Statement fails to provide adequate information regarding the anticipated recoveries for the Municipality Claimants such as himself and fails to attach the NOAT Documents. The Coroner noted that the NOAT Documents, which are critical components of the Plan, were not attached to the Plan or filed with the Disclosure Statement. Nevertheless, all of his claims will be governed by the terms of the undisclosed NOAT Documents, the Coroner said. The NOAT Documents, he asserted, is crucial information in deciding whether to vote in favor of the Plan, or vote to reject the Plan. Accordingly, Dr. Fernandez asked the Court to deny approval of the Debtors' Disclosure Statement. A copy of the objection is available for free at https://bit.ly/3nrU6Ig from PacerMonitor.com. Dr. Gregory Fernandez, in his official capacity as the Coroner of St. Bernard Parish, in the State of Louisiana, is represented by: Corey D. Moll, Esq. PORTEOUS, HAINKEL AND JOHNSON, LLP 704 Carondelet Street New Orleans, LA 70130-3774 Phone: (504) 581-3838 Fax: (504) 581-4069 Email: cmoll@phjlaw.com 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. PURDUE PHARMA: Covington City Objects to Disclosure Statement ------------------------------------------------------------- The City of Covington asked the Bankruptcy Court to deny approval of the Disclosure Statement explaining the Chapter 11 Reorganization Plan of Purdue Pharma L.P. and its affiliated Debtors. Covington said the Disclosure Statement did not include a key component on the Plan, the NOAT Documents, from which any creditor (including Covington) could make an informed decision on the Plan. The Disclosure Statement also failed to include specific criteria clearly defining which claimants will be treated as Municipality Claimants in the non-attached NOAT Documents, Covington added. A copy of the objection is available for free at https://bit.ly/3dVUefW from PacerMonitor.com. The City of Covington is represented by: Corey D. Moll, Esq. PORTEOUS, HAINKEL AND JOHNSON, LLP 704 Carondelet Street New Orleans, LA 70130-3774 Tel: (504) 581-3838 Fax: (504) 581-4069 E-mail: cmoll@phjlaw.com 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. PURDUE PHARMA: ER Physician Opposes Disclosure Statement -------------------------------------------------------- Dr. Michael Masiowski, individually and as putative class representative for Independent Emergency Medical Room Physicians, filed an objection to the Disclosure Statement accompanying the Plan of Purdue Pharma L.P., and its affiliated debtors. Dr. Masiowski said the Disclosure Statement failed the requirements of Section 1125 of the Bankruptcy Code on "adequate information" because: * the Disclosure Statement omits clear information on how claims are likely to be categorized, how funds will be distributed to creditors under the trust, what is the timing of those distributions, as well as the releases they are compelled to provide in return for such distributions. * the Disclosure Statement fails to provide a justification for the releases, injunctions and discharge provided to the Debtors under the Plan. * there is inadequate information regarding the authority, constitutional and otherwise, of the Bankruptcy Court to direct that distribution of funds comprising estate value to be allocated primarily for abatement when creditors sustained actual ascertainable damages. According to Paul S. Rothstein, Esq., counsel for Dr. Masiowski, information about the trusts established for the distribution of funds for Abatement are wholly inadequate. Since Dr. Masiowski's participation in Abatement will be decisive in assessing the effectiveness of Abatement, the gaping lack of information on the Court's authority with respect to the funds is in itself reason to reject the Disclosure Statement as submitted, he asserted. Dr. Masiowski, accordingly, asked the Court to sustain his objection, a copy of which is available at https://bit.ly/2QFhpm3 from PacerMonitor.com at no charge. The Court will convene a hearing on May 4, 2021, at 10 a.m., to consider the objection. Dr. Michael Masiowski, individually and as putative class representative for Independent Emergency Medical Room Physicians, is represented by: Paul S. Rothstein, Esq. PAUL S. ROTHSTEIN, P.A. 626 NE 1st Street Gainesville, FL 32601 Phone: (352)376-7650 Email: PSR@RothsteinForJustice.com 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. PURDUE PHARMA: Four Winds Tribe Opposes Disclosure Statement ------------------------------------------------------------ Four Winds Tribe Louisiana Cherokee, in an objection to the Disclosure Statement related to the Reorganization Plan of Purdue Pharma L.P. and debtor-affiliates, told the Bankruptcy Court that the Disclosure Statement failed to properly identify the eligibility or qualifications for the Four Winds Tribe or any Tribe Claimant to perfect a claim in the Debtors' Chapter 11 cases. According to Corey D. Moll, Esq., at PORTEOUS, HAINKEL AND JOHNSON, LLP, counsel for Four Winds Tribe, the Disclosure Statement briefly summarized the underlying claims of municipalities such as The Four Winds Tribe. The Debtors, however, provided no information whatsoever as to how any Tribe claims will be calculated or how certain Tribe Claimants will be treated by the Tribe Trust Documents compared to others. Mr. Moll added that the Disclosure Statement failed to attach the proposed Tribe Trust Documents, a key component in the Plan that delineate the terms and conditions for the creation and operation of the Tribe Trust and the Abatement Distribution procedures to be implemented by the Tribe Trust. Without the actual Tribe Trust Documents, the Four Winds Tribe (or any other Tribe Claimant) are provided no reliable information as to the proposed plan treatment of their respective claims, the counsel complained. The counsel further noted that the documents are not required to be filed until July 9, 2021, so that creditors are "jammed" as they will not have sufficient time to analyze the Tribe Trust Documents in full prior to the Voting Deadline. A copy of the objection is available for free at https://bit.ly/3u2Xvjh from PacerMonitor.com. Four Winds Tribe Louisiana Cherokee is represented by: Corey D. Moll, Esq. PORTEOUS, HAINKEL AND JOHNSON, LLP 704 Carondelet Street New Orleans, LA 70130-3774 Tel: (504) 581-3838 Fax: (504) 581-4069 E-mail: cmoll@phjlaw.com 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. PURDUE PHARMA: Insurers Say Plan Neutrality Provision Insufficient ------------------------------------------------------------------ Navigators Specialty Insurance Company, American Guarantee and Liability Insurance Company, and Steadfast Insurance Company filed a joint objection to the Disclosure Statement relating to the Plan of Purdue Pharma L.P., and its debtor-affiliates. The Insurers do not believe that the insurance neutrality provision in the Plan is sufficient to protect the Insurers' rights. The Insurers also disclosed that they have informed the Debtors about the concern on insurance neutrality. The Insurers said they have also sent the Debtors alternative language to be included within the Plan. The insurance neutrality provision in the Plan states that: "Nothing in the Plan, the Plan Documents or the Confirmation Order, including any provision that purports to be preemptory or supervening, shall in any way relate to, or have the effect of, impairing, altering, supplementing, changing expanding, decreasing, or modifying (a) the rights or obligations of any of the Insurance Companies or (b) any rights or obligations of the Debtors arising out of or under any Purdue Insurance Policy." That language, however, is insufficient and is not nearly as robust as that adopted in other Chapter 11 cases, Isley Markman Gostin, Esq., at WILMER CUTLER PICKERING HALE AND DORR LLP, counsel for Navigators Specialty said. To be insurance neutral, the Plan must be revised to make clear that the Plan does not and will not abrogate the contractual, legal, and equitable rights of the insurers, the counsel asserted. A copy of the objection is available for free at https://bit.ly/3aKTdp9 from PacerMonitor.com. Counsel for Navigators Specialty Insurance Company: Isley Markman Gostin, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 1875 Pennsylvania Avenue NW Washington, DC 20006 Tel: (202) 663-6551 Fax: (202) 663-6363 E-mail: isley.gostin@wilmerhale.com - and - Colleen P. Sorensen, Esq. HINKHOUSE WILLIAMS WALSH LLP 180 N. Stetson Ave., Suite 3400 Chicago, IL 60601 Tel: (312) 784-5400 Fax: (312) 784-5499 E-mail: csorensen@hww-law.com Attorneys for American Guarantee and Liability Insurance Company and Steadfast Insurance Company: Kelly H. Tsai, Esq. CROWELL & MORING LLP 590 Madison Avenue, 19th Floor New York, New York 10022 Tel: 212-223-4000 Fax: 212-223-4134 Email: ktsai@crowell.com - and - Mark D. Plevin, Esq. CROWELL & MORING LLP Three Embarcadero Center, 26th Floor San Francisco, California 94111 Tel: 415-986-2800 Fax: 415-986-2827 Email: mplevin@crowell.com - and - Lynn H. Murray, Esq. SHOOK, HARDY & BACON L.L.P. 111 S. Wacker Drive, Suite 4700 Chicago, Illinois 60606 Tel: 312-704-7700 Fax: 312-558-1195 Email: lhmurray@shb.com 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. PURDUE PHARMA: NWBSN Says Plan Patently Unconfirmable ----------------------------------------------------- Northwestern Band of the Shoshone Nation (NWBSN) opposed the Disclosure Statement explaining the Chapter 11 Plan of Reorganization of Purdue Pharma L.P. and its debtor-affiliates, in an objection filed with the Bankruptcy Court. Counsel for NWBSN, Corey D. Moll, Esq., at PORTEOUS, HAINKEL AND JOHNSON, LLP, said the Plan as currently constituted is patently unconfirmable as it contains unconstitutional releases and a non-consensual channeling injunction. Mr. Moll also noted that key component documents to the Plan, such as The Tribe Trust Documents, were not included in the Disclosure Statement nor attached to the Plan. The Tribe Trust Documents, according to Mr. Moll, inform NWBSN Claimants whether to vote, or not, in favor of the Plan. Nevertheless, all Tribe Claims will be governed by the terms of the undisclosed Tribe Trust Documents, he pointed out. Accordingly, the Disclosure Statement falls far short of its statutory purpose because it omits the most basic information concerning whether any Tribe Claimant, NWBSN or otherwise, is either qualified or eligible to recover under the Tribe Trust Documents, Mr. Moll concluded. A copy of the objection is available for free at https://bit.ly/3npQO8y from PacerMonitor.com. Northwestern Band of the Shoshone Nation is represented by: Corey D. Moll, Esq. PORTEOUS, HAINKEL AND JOHNSON, LLP 704 Carondelet Street New Orleans, LA 70130-3774 Tel: (504) 581-3838 Fax: (504) 581-4069 Email: cmoll@phjlaw.com 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. PURDUE PHARMA: W.Va. Counties, Cities Oppose Disclosure Statement ----------------------------------------------------------------- Barbour County and 34 other counties, towns and cities joined in the objection to the Disclosure Statement accompanying the Plan of Purdue Pharma L.P., and its debtor-affiliates, filed by the State of West Virginia, on behalf of West Virginia Attorney General Patrick Morrisey. The counties, towns and cities include Clay County; Hardy County; Lincoln County; Mason County; McDowell County; Mercer County; Mingo County; Preston County; Taylor County; Tucker County; Webster County; Mineral County; Grant County; Monroe County; Town of Addison (a/k/a Town of Webster Springs); Village of Barboursville; City of Belington; Town of Chapmanville; Town of Delbarton; Town of Gilbert; City of Grafton; Town of Hamlin; Town of Junior; Town of Kermit; Town of Matewan; City of Moundsville; City of Mullens; Town of Oceana; City of Philippi; City of Point Pleasant; City of Weirton; City of Welch; Town of West Hamlin; and City of Williamson. The Court will consider the matter on May 4, 2021, at 10 a.m. Barbour County, et al., is represented by Amanda Peterson, Esq. MORGAN & MORGAN, P.A. 90 Broad Street, Suite 1011 New York, NY 10004 Telephone: (212) 564-4568 E-mail: apeterson@forthepeople.com 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. PURDUE PHARMA: West Va. AG Objects to Disclosure Statement ---------------------------------------------------------- The State of West Virginia, on behalf of Patrick Morrisey, Attorney General of West Virginia, opposed the Disclosure Statement explaining the Plan of Purdue Pharma L.P., and its affiliated debtors. West Virginia told the Court that the Disclosure Statement, in its present form, must be rejected for failing to provide adequate information, pursuant to the Bankruptcy Code, in particular with respect to disclosure on state allocations. Aaron R. Cahn, Esq., at CARTER LEDYARD & MILBURN LLP, counsel for the State of West Virginia, recounted that one of the most important issues for the State of West Virginia would be the allocation of proceeds to the various state governments. The State has consistently argued that any allocation scheme must be devised so as to account for the intensity of the opioid addiction crisis in each of the states and to give each state the funds necessary to fund meaningful remediation efforts in partnership with its local governments. However, neither the plan nor the disclosure statement includes any provisions relating to the actual allocation of proceeds between the various states and territories. Instead, it appears that the intention of the plan -- confirmed by a conversation with Debtors' counsel -- is to leave the ultimate decision on allocation issues to the trust that is intended to be established by the plan rather than this Court. Creditors are, in effect, being asked to vote on the plan without knowing how their distributions are likely to be calculated, or how to achieve redress if a board of trustees is given sole discretion to allocate funds, Mr. Cahn pointed out. Mr. Cahn added that based on information from various conversations with mediation participants, it appears that the trustees will be asked to approve a distribution scheme, at the behest of large population states such as California, Texas and New York, based almost entirely on population with only minimal consideration given to the intensity of the addiction problem within individual states. While the ultimate allocation scheme is a confirmation issue rather than a disclosure statement issue, the State of West Virginia is bringing the matter to the Court's attention now because the failure to disclose the terms of the ultimate distribution plan is part and parcel of a desire to avoid court challenges to an inherently inequitable arrangement. A copy of the objection is available for free at https://bit.ly/3tZxyRI from PacerMonitor.com. Patrick Morrisey, Attorney General State of West Virginia Ann L. Haight, Deputy Attorney General Abby G. Cunningham, Assistant Attorney General Laurel K. Lackey, Assistant Attorney General The Office of the West Virginia Attorney General P.O. Box 1789 Charleston, WV 25326 Email: Ann.L.Haight@wvago.gov Laurel.K.Lackey@wvago.gov Abby.G.Cunningham@wvago.gov Attorneys for the State of West Virginia, ex. rel. Patrick Morrisey, Attorney General: Aaron R. Cahn, Esq. CARTER LEDYARD & MILBURN LLP 2 Wall Street New York, New York 10005 Telephone: (212) 732-3200 Email: Bankruptcy@clm.com 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. QUEST PATENT: Incurs $1.3 Million Net Loss in 2020 -------------------------------------------------- Quest Patent Research Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $1.31 million on $5.49 million of revenues for the year ended Dec. 31, 2020, compared to a net loss of $1.30 million on $4.14 million of revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.49 million in total assets, $10.33 million in total liabilities, and a total stockholders' deficit of $6.84 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 15, 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/824416/000121390021021718/f10k2020_questpatent.htm About Quest Patent Rye, New York-based Quest Patent Research Corporation -- http://www.qprc.com-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. REGIONAL VALVE: Seeks Approval to Hire Financial Expert ------------------------------------------------------- Regional Valve Corp. seeks approval from the United States Bankruptcy Court for the Eastern District of Louisiana to hire Paul Daryl Schouest, a financial expert based in Leonville, La. The Debtor requires a financial expert to analyze all financials, testify as an expert witness in the bankruptcy court, and analyze the feasibility of the Debtor's Chapter 11 plan of reorganization. Mr. Schouest will charge $150 per hour for his services. In court papers, Mr. Schouest disclosed that he does not represent or hold any interest adverse to the Debtor and its estate. Mr. Schouest can be reached at: Paul Daryl Schouest P.O. Box 390 Leonville, LA 70551 About Regional Valve Corp Regional Valve Corp -- http://www.regionalvalvecorp.com-- provides industrial utility, petro chemical, marine, oil field, and commercial equipment. It also offers repair, testing, installation, and maintenance of safety relief valves for air, gas, steam and liquid services. Regional Valve Corp filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. E.D. La. Case No. 20-11025) on June 8, 2020. In the petition signed by by Donald J. Roth, Jr., president, the Debtor disclosed $941,080 in assets and $1,212,129 in liabilities. Phillip K. Wallace, PLC represents the Debtor as legal counsel. RENNOVA HEALTH: Currently Has 5.58-Bil. Outstanding Common Shares ----------------------------------------------------------------- As a result of conversions of shares of Series M Convertible Redeemable Preferred Stock and shares of Series N Convertible Redeemable Preferred Stock of Rennova Health, Inc., the Company currently has 5,587,901,679 shares of common stock issued and outstanding. The Company is authorized to issue 10,000,000,000 shares of common stock. The Company expects it will exhaust all of its authorized shares of common stock in the immediate future. It will not then be able to issue additional shares of common stock unless and until it is able to amend its Certificate of Incorporation to increase its authorized common stock or it effects a reverse split. The Company said it needs immediate additional capital to execute on its business plan and without the ability to issue shares of common stock will have difficulty securing the capital required to continue in business. On April 22, 2021, the Company entered into agreements with certain institutional investors for warrant prepayment promissory notes in the aggregate principal amount of $220,000. The Company received proceeds of $200,000. All or any portion of the principal amount of these notes may be applied, at the option of the payees, to the exercise price of any common stock purchase warrants held by the payees. The notes are unsecured and mature in one year. They do not bear interest but an interest rate of 18% will be applied commencing five days after any event of default that results in acceleration of the notes. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss of $18.34 million for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $12.26 million in total assets, $61.28 million in total liabilities, and a total stockholders' deficit of $49.02 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. RENNOVA HEALTH: Lowers Net Loss to $18.3 Million in 2020 -------------------------------------------------------- Rennova Health, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $18.34 million on $7.20 million of net revenues for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million on $16 million of net revenues for the year ended Dec. 31, 2019. Net loss available to common stockholders for the year ended Dec. 31, 2020, was $281.59 million, compared to a net loss available to common stockholders of $171.9 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $12.26 million in total assets, $61.28 million in total liabilities, and a total stockholders' deficit of $49.02 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises 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/931059/000149315221008884/form10-k.htm About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. RENOVATE AMERICA: Seeks August 18 Plan Exclusivity Extension ------------------------------------------------------------ Renovate America, Inc. and its affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which the Debtors may file a Chapter 11 plan and to solicit votes accepting or rejecting through and including August 18, 2021, and October 18, 2021, respectively. Despite having to slow down the pace of these cases at the outset to litigate--and ultimately achieve a consensual resolution with the Committee respect to--the DIP Order, the Debtors have made considerable progress in these chapter 11 cases. After first stabilizing the cases the Debtors assisted in the preparation of a data room for the sale of their assets, negotiated with multiple parties interested in acquiring substantially all of their "Benji" assets, and prosecuted the requisite pleadings to ready the auction. Concurrently, the Debtors have also begun preparing a joint chapter 11 plan with the Committee, in this case, a draft of which was circulated to the Committee approximately a week after the sale closing. The Debtors have worked closely with the Committee, Finance of America Mortgage LLC ("FAM") (their post-petition secured lender and stalking horse purchaser), and other significant parties in interest regarding the continuation of certain contracts that will not be assumed but are necessary during the transition period, to develop a strategy to liquidate securities not already sold to FAM, to recover assets subject to disputes by third parties (such as avoidance actions), and to develop an extensive timeline to try to confirm a chapter 11 plan to avoid further administrative fees. Based upon the current posture of these chapter 11 cases, the Debtors believe certain contingencies exist which warrant an extension of the Exclusivity Periods. Specifically, prior to closing the sale transaction with FAM and during the transition period that will follow, the Debtors must work to resolve a number of final issues that will inform the details of their plan structure such as the liquidation of assets and the passage of the claims bar date (which will inform the costs relating to notice of the solicitation materials). The Debtors have had numerous conversations with the Committee about the terms of a chapter 11 plan, and they have already provided the Committee with a draft, in order to obtain the Committee's input and to foster a consensual process. Since the Petition Date, the Debtors have paid their non-disputed debts in the ordinary course of business or as otherwise provided by Court order. With the closing of the sale completed, the Debtors continue to negotiate with their key stakeholders, including the Committee, regarding the structure and function of a chapter 11 plan. While the Debtors have made and are continuing to make substantial progress in this regard, more time is appropriate to continue these negotiations. Additionally, as the general claims bar date has only recently been set, the Debtors require time to review filed proofs of claim to liquidate the claims pool and provide all parties with greater visibility with respect to potential distributions under the forthcoming plan. The Debtors will continue to take all steps that will maximize the value of their estates. The Debtors seek to maintain exclusivity so parties with competing interests do not hinder the Debtors' efforts to finalize what is anticipated to be a largely consensual, value-maximizing plan. The relief requested herein is without prejudice to the Debtors' creditors and will instead benefit the Debtors' estates, their creditors, and all other key parties in interest. A copy of the Debtor's Motion to extend is available at https://bit.ly/2SkXyJv from Stretto.com. About Renovate America Renovate America -- http://www.renovateamerica.com/-- is one of the nation's preeminent providers of home improvement financing through its industry-leading home financing product, Benji. The Company offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers industry-leading education, training, and mentoring to contractor teams in the field. Renovate America, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on December 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein is the case judge. The Debtors tapped Bryan Cave Leighton Paisner LLP as the Company's legal counsel, Culhane Meadows, PLLC, is the bankruptcy co-counsel, Armanino LLP as a sales consultant, GlassRatner Advisory & Capital Group, LLC, is the restructuring advisor. Stretto is the claims agent. On January 4, 2021, the U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors. The committee tapped Troutman Pepper Hamilton Sanders LLP as its legal counsel, Island Capital Advisor LLC as an investment banker, and Dundon Advisers LLC as financial advisor. RIVER BEND MARINA: Seeks Extension Until June 21 to File Plan ------------------------------------------------------------- River Bend Marina, LLC, asked the U.S. Bankruptcy Court for the Northern District of Alabama to extend to June 21, 2021, the deadline by which the Debtor could file a Disclosure Statement and Plan of Reorganization. River Bend said the mediation of its adversary proceeding, which is pending in the Northern Alabama Bankruptcy Court, is set for the month of May 2021, and the Debtor cannot formulate an effective reorganization plan until the issues in the adversary proceeding are resolved (by mediation or trial). The Debtor, accordingly, requested for the said extension. A copy of the motion is available at https://bit.ly/3vshxUS from PacerMonitor.com. About River Bend Marina River Bend Marina, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 20-40075) on Jan. 15, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert D. McWhorter Jr., Esq., at Inzer Haney McWhorter Haney & Skelton, LLC. ROBERT FORD INSURANCE: Taps Dudley Taylor as Special Counsel ------------------------------------------------------------ Robert Ford Insurance Agency, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Dudley Taylor, Esq., an attorney at Taylor & Knight, GP who specializes in tax law. The Debtor requires the services of the attorney to file its tax returns, assist in tax negotiations, and advise the Debtor on tax issues. Mr. Taylor will be paid at the rate of $250 per hour and reimbursed for work-related expenses incurred. In court filings, Mr. Taylor disclosed that he does not represent or hold any interest adverse to the Debtor. The attorney can be reached at: Dudley W. Taylor, Esq. Taylor & Knight, GP 800 S Gay St. Ste 600 Knoxville, TN 37929 Phone: (865) 971-1701 About Robert Ford Insurance Agency Robert Ford Insurance Agency, Inc., a Knoxville, Tenn.-based insurance company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 21-30224) on Feb. 11, 2021. In the petition signed by Robert Ford, owner and chief executive officer, the Debtor disclosed $520,000 in assets and $1,650,962 in liabilities. Judge Suzanne H. Bauknight oversees the case. The Debtor is represented by William E. Maddox, Jr., LLC. SANUWAVE HEALTH: Closes $3 Million Private Placement Financing -------------------------------------------------------------- SANUWAVE Health, Inc. has completed a $3 million private placement financing with Kingswood Capital Markets acting as placement agent. Commenting on the capital raise, Kevin Richardson, chief executive officer stated, "We are pleased to have secured this additional capital, enabling us to accelerate near-term growth initiatives for our innovative suite of wound care products. This financing will be paid in three tranches of $1 million each, fortifying our balance sheet as we progress through 2021." "We continue to realize exciting new capital markets milestones and fully expect to file our third quarter 2020 Form 10-Q/A with the SEC within the next two weeks and the Annual Report on Form 10-K shortly thereafter. We anticipate providing an update on the business and full year revenue guidance following the filing of the 10-K. With these new developments, we can continue to focus on improving wound care through our portfolio of noninvasive and biological-response therapeutics," concluded Richardson. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. SANUWAVE reported a net loss of $10.43 million for the year ended Dec. 31, 2019, compared to a net loss of $11.63 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $32.87 million in total assets, $33.74 million in total liabilities, and a total stockholders' deficit of $873,002. Marcum LLP, in New York, NY, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SATELLITE RESTAURANTS: Seeks to Hire Alex Cooper as Auctioneer -------------------------------------------------------------- Satellite Restaurants Inc. Crabcake Factory USA seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Towson, Md.-auction firm, Alex Cooper Auctioneers, Inc. The Debtor needs the firm's services to sell its personal property at auction. Alex Cooper will receive a commission of $5,000 from any consummated sale of the property from the stalking horse bidder that has expressed interest in the Debtor's assets. As disclosed in court filings, Alex Cooper is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Alex Cooper can be reached at: Alex Cooper Auctioneers, Inc. 908 York Rd. Towson, MD 21204 Tel: (410) 828-4838 About Satellite Restaurants Satellite Restaurants Inc. Crabcake Factory USA sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19282) on Oct. 14, 2020, listing under $1 million in both assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC represents the Debtor as legal counsel. SECURE HOME: $15M DIP Loan, Cash Collateral Access OK'd ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Secure Home Holdings LLC and affiliates to use cash collateral on an interim basis and obtain $15 million in postpetition financing. The Debtors have secured DIP financing from a syndicate of lenders led by Seaport Loan Products LLC and Acquiom Agency Services LLC as co-administrative agents. Acquiom Agency Services LLC also serves as DIP collateral agent. The Debtors have an immediate need to obtain the DIP Facility and the proceeds thereunder, and to use the Cash Collateral in each case on an interim basis to, among other things: (i) permit the orderly continuation of their respective businesses; (ii) maintain business relationships with their vendors, suppliers, customers, and other parties; (iii) make payroll; (iv) make capital expenditures; and (v) pay the costs of the administration of the Cases and satisfy other working capital and general corporate purposes of the Debtors, in each case subject to the DIP Budget. Seaport Loan Products and Acquiom Agency Services are successor co-administrative agents, and Acquiom Agency Services is successor collateral agent under the Prepetition First Lien facility. As of the Petition Date, the Debtors were indebted and liable to the Prepetition First Lien Secured Parties under the Prepetition First Lien Credit Documents in the aggregate amount of not less than $197,513,860, which consists of (x) approximately $195,929,915.47 in principal amount of revolving loans advanced under the Prepetition First Lien Credit Agreement, plus (y) no less than $1,583,944.65 on account of accrued and unpaid interest, plus other fees and obligations. Goldman Sachs Specialty Lending Group, L.P. is the administrative agent under the Prepetition Second Lien facility. As of the Petition Date, the Debtors were indebted and liable to the Prepetition Second Lien Secured Parties under the Prepetition Second Lien Credit Documents in the aggregate amount of not less than $33,952,008, which consists of (x) $33,741,126 in principal amounts, plus (y) no less than $210,882 on account of accrued and unpaid interest, plus all other fees, costs, expenses. The Debtors are authorized to borrow an aggregate principal amount of $15 million under the New Money DIP Facility. Proceeds of the DIP Facility and Cash Collateral will be used in accordance with the DIP Credit Agreement, the Interim Order and subject to the DIP Budget, and the other DIP Documents. As adequate protection, the Prepetition First Lien Collateral Agent, for the benefit of itself and the other Prepetition First Lien Secured Parties, is granted additional and replacement valid, binding, enforceable non-avoidable, and effective and automatically perfected postpetition security interests in, and liens on, as of the date of the Interim Order. The Adequate Protection Liens will be subordinate only to (i) the Carve Out, (ii) the DIP Liens, and (iii) any Permitted Prior Liens, in each case subject to the terms of the Intercreditor Agreement. As further adequate protection, the Prepetition First Lien Agents, for the benefit of themselves and the other Prepetition First Lien Secured Parties, are granted an allowed administrative expense claim in the Cases to the extent of any postpetition Diminution in Value senior to any and all other administrative expense claims in such Cases, except the Carve Out and the DIP Superpriority Claims. As further adequate protection, the Debtors are authorized and directed to pay, without further Court order, reasonable and documented fees and expenses, whether incurred before or after the Petition Date, of the Prepetition First Lien Agents and Prepetition First Lien Lenders, including the reasonable and documented fees and expenses of Ropes & Gray LLP as counsel to the Prepetition First Lien Agents and the DIP Agents. The Debtors are also directed to maintain casualty and loss insurance coverage for the Prepetition Collateral and the DIP Collateral on substantially the same basis as maintained before the Petition Date. The Carve out means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (iii) to the extent allowed, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses incurred by persons or firms retained by the or an official committee of unsecured creditors plus at any time after the delivery of a Carve Out Trigger Notice, subject to an aggregate cap of $150,000 for any Debtor Professionals and $50,000 for Committee Professionals . The Final Hearing on the matter is scheduled for May 25, 2021 at 1:30 p.m. A copy of the order is available for free at https://bit.ly/3ujDdCt from PacerMonitor.com. About Secure Home Holdings Newtown Square, Pa.-based Secure Home Holdings, LLC and its affiliates 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. On April 25, 2021, Secure Home Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10745). Secure Home estimated assets and liabilities of $100 million to $500 million. Judge J. Kate Stickles oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Skadden, Arps, Slate, Meagher & Flom, LLP as special bankruptcy counsel; M3 Advisory Partners, LP as financial advisor; and Raymond James & Associates, Inc. as investment banker. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. Ropes & Gray LLP serves as counsel to Seaport Loan Products LLC and Acquiom Agency Services LLC as co-administrative agents under the Debtors' DIP Financing facility. Acquiom Agency Services LLC also serves as DIP collateral agent. SERENDIPITY LABS: Interest Holders Assert Voting Right in Class 6 ----------------------------------------------------------------- Hall Los Angeles WTS, LLC, and Hall Phoenix/Inwood, Ltd., objected to the number of Class 6 Interests in the Second Amended Chapter 11 Plan of Reorganization of Serendipity Labs, Inc. The Interest Holders complained that they have been deprived of the opportunity to review the Schedule of Interests and therefore determine their voting standing with respect to the Plan. Frank J. Wright, Esq., at Law Offices of Frank J. Wright, PLLC, counsel for the Hall Parties, recounted that the Debtor was required by April 9, 2021, to serve the combined hearing notice upon all interest holders entitled to vote on the Plan. Neither of the Hall Interest Parties has received either such solicitation or notice, Mr. Wright said. The Hall Interest Parties assert that each was entitled to receive a combined hearing notice, which was to include the Schedule of Interests entitled to vote. Accordingly, the Hall Interest Parties file the objection to assert their respective rights to vote as members of Class 6 and reserve further objections that might exist pending receipt of the Combined Hearing Notice and examination of the Schedule of Interests. Hall Los Angeles WTS, LLC is a creditor of the Debtor and collateral agent for the holder of notes under a certain Note Purchase Agreement. Hall Phoenix/Inwood, Ltd., is a shareholder of the Debtor. A copy of the objection is available for free at https://bit.ly/32SaKar from PacerMonitor.com. Counsel for the Hall Parties: Frank J. Wright, Esq. Jeffery M. Veteto, Esq. Jay A. Ferguson, Esq. LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, TX 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law - and - Eric W. Anderson, Esq. Michael C. Sullivan, Esq. PARKER, HUDSON, RAINER & DOBBS LLP 303 Peachtree Street NE, Suite 3600 Atlanta, GA 30308 Telephone: (404) 523-5300 Facsimile: (404) 522-8409 E-mail: eanderson@phrd.com msullivan@phrd.com About Serendipity Labs Serendipity Labs, Inc., is a workplace-as-a-service company that offers co-working, shared offices and team suites. It has over 35 locations in urban, suburban, and secondary markets across the United States. Serendipity Labs filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-68124) on July 15, 2020. John Arenas, chairman and CEO, signed the petition. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Sage M. Sigler oversees the case. Nelson Mullins Riley & Scarborough, LLP is the Debtor's legal counsel. SHERRY VIRGINIA SEITZINGER: Park Buying Fremont Property for $1.3M ------------------------------------------------------------------ Sherry Virginia Seitzinger asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the real property located at 2722 Bayview Drive, in Fremont, California, to David Park for $1,275,000, subject to overbid. The Debtor filed the case to stop the non-judicial foreclosure of Property. She is a 100% owner in the Property. The Debtor acknowledges that there is equity in Property as indicated by the proposed offer and the liens listed in the preliminary title report (Exhibit A). She would like to sell Property free and clear of the liens and other encumbrances. She would like to use proceeds of the sale to pay costs of sale, commissions, taxes and related costs listed in the Seller's estimated closing statement (Exhibit B). After paying all liens and encumbrances attached to Property, she will place the net proceeds into her DIP account to be disbursed pursuant to a Chapter 11 plan or Reorganization. The Property was actively marketed by the Debtor who is self-represented. The Debtor listed the property at $1.35 million and received interest from several parties offering less than the original asking price. She selected an offer with favorable terms from a highly motivated buyer. She believes that the proposed sale is in the best interest of the Bankruptcy Estate. The winning bidder, the Buyer, has agreed to purchase the Property for the total sum of $1,275,000, subject to Court approval and overbid. The Debtor anticipates paying from the proceeds of sale a real estate commission of 2.5% of the commission on the Purchase Price to the Buyer's agent. She also proposes to pay associated costs of sale, including but not limited to, pro-rated real property taxes, city and county transfer taxes. The sale of the Property is subject to overbid by a qualified overbidder. In order to be designated as a Qualified Overbidder, persons must notify E. Vincent Wood, the Debtor's Attorney, at 1501 N. Broadway, Suite 261, Walnut Creek, California 94596, phone (925) 278-6680, email: vince@woodbk.com, by April 30, 2021 and comply with the following Overbid Procedures: 1. The first overbid must be in an amount of at least $1.3 million (i.e. $25,000 over current Purchase Price); 2. Further bids will be in increments of $25,000; 3. A bid must be an "all cash" offer and must not contain loan contingencies, inspections contingencies or other contingencies. All of the other terms and contingencies of sale, other than the price term, except as otherwise negotiated in advance with the Debtor will apply; 4. Each Qualified Overbidder must provide a deposit of 3% of the initial overbid to the Debtor by cashier's check, certified check or other funds satisfactory to the Debtor, along with adequate financial documentation reflecting an ability to close, by April 30, 2021, at 5:00 p.m. Such financial documentation must be in the form of an unconditional loan commitment, in a form acceptable to the Debtor, or financial data showing liquid assets sufficient to close the purchase. 5. If the successful Qualified Overbidder fails to consummate the purchase, the deposit will NOT be refunded to the successful Qualified Overbidder, but will be retained by the Debtor as liquidated damages. Deposits will be returned to the unsuccessful Qualified Overbidders other than a backup offer, upon the conclusion of the auction; 6. In the event the Debtor qualifies an Overbidder, the overbid auction will take place on May 3, 2021 at 1:00 p.m. by telephone; 7. The Qualified Overbidder will be required to close escrow within seven days of Court approval; 8. The sale is expressly subject to approval of the Court; 9. The sale will be on an as-is, where-is and with all faults basis. The Debtor disclaims any representations or warranties, express or implied, in connection with the sale. Any disputes with respect to the sale will be resolved by the United States Bankruptcy Court in its sole and complete discretion; 10. The Debtor may accept a backup offer at the auction; 11. The Debtor reserves the right, in her sole discretion, to refuse bids which do not, in her sole opinion, conform with the terms of the sale, to modify these terms and conditions or to continue the sale from time to time. The Debtor, in her sole discretion, will determine the highest and best bid. 12. In the event that buyer is not the successful bidder, and a Qualified Overbidder purchases the Property, and actually closes escrow, buyer will receive a "break-up fee" of $2,500 at the time of the closing of the sale. 13. In the event that buyer is not the successful bidder, the Buyer's deposit will be refunded in full, unless the buyer agrees, at the auction, to be back-up bidder for the Property, at an amount equal to their last bid regarding the Property, in the event that the successful Qualified Overbidder does not close escrow. In that event, if the successful Qualified Overbidder closes escrow on the Property, buyer will receive their deposit, and their break-up fee, upon the close of escrow. 14. In order for the Qualified Overbidder sale to move forward, the Qualified Overbidder, upon being determined to be the successful bidder by the Court, must execute a Purchase Agreement and addendum thereto. The Debtor requests that the court authorizes her to (i) to pay from the proceeds of the sale of the Property the pro-rated real property taxes, costs of sale, including but not limited to, county transfer taxes; (ii) to pay a commission of 2.5% of the purchase price to the Buyer's broker; (iii) to hold all remaining net sale proceeds in a DIP account until the closing of the case or until further Court order. The Debtor believes that, given the good faith attempt to maximize the amount that the Property may bring in a sale, and given all of the facts set out, the protections afforded by Rule 6004(g) would be inapplicable to the sale of the Property. Accordingly, she asks that the Court orders the sale be effectuated immediately upon entry of the order. A copy of the Agreement and the Exhibits is available at https://tinyurl.com/2y4ajfhk from PacerMonitor.com free of charge. Sherry Virginia Seitzinger sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 20-51623) on Nov. 12, 2020. SOLID BIOSCIENCES: Incurs $88.3 Million Net Loss in 2020 -------------------------------------------------------- Solid Biosciences Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $88.29 million on zero revenue for the year ended Dec. 31, 2020, compared to a net loss of $117.22 million on zero revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $171.17 million in total assets, $39.08 million in total liabilities, and $132.09 million in total stockholders' equity. Boston, Massachusetts-based PricewaterhouseCoopers LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2021, citing that the Company has incurred losses and negative cash flows from operations since inception, that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1707502/000156459021013153/sldb-10k_20201231.htm About Solid Biosciences Headquartered in Cambridge, MA, Solid Biosciences -- www.solidbio.com -- is a life sciences company focused on advancing transformative treatments to improve the lives of patients living with Duchenne. Disease-focused and founded by a family directly impacted by Duchenne, the Company's mandate is simple yet comprehensive – work to address the disease at its core by correcting the underlying mutation that causes Duchenne with its lead gene therapy candidate, SGT-001. SRI VARI CRE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Sri Vari CRE Development LLC 5720 Creedmoor Road, Suite 205 Raleigh, NC 27612-2382 Chapter 11 Petition Date: April 29, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-30250 Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28202 Tel: 704-944-6560 Fax: 704-944-0380 Email: rwright@mwhattorneys.com Debtor's Financial Advisor: GREERWALKER LLP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $10 million The petition was signed by Anuj N. Mittal, manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UPNK6IY/Sri_Vari_CRE_Development_LLC__ncwbke-21-30250__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A Plus Services of the $931 Carolinas, Inc. 1101 Tyvola Rd Suite 105 Charlotte, NC 28217 2. Adams Beverage $166 7505 Statesville Rd Charlotte, NC 28269 3. Automated Systems Design, Inc. $15,277 775 Goddard Ct Alpharetta, GA 30005 4. Barringer Construction, LLC $25,000 4020 Old Pineville Road Charlotte, NC 28217 5. Cintas $194 PO Box 630803 Cincinnati, OH 45263 6. Ecolab Inc. $102 PO Box 32027 New York, NY 1008 7. HD Supply Facilities Maintenance $1,587 PO Box 509058 San Diego, CA 92150 8. Lawrence Landscape Group $989 4833 Berewick Town Center Dr. Suite E220 Charlotte, NC 28278 9. Leslie's Swimming $213 Pool Supplies PO Box 501162 St. Louis, MO 63150 10. Mid-America Telephone Systems, Inc. $374 618 Cepi Dr. Suite A Chesterfield, MO 63005 11. Midas Development, LLC $14,595 1804 Borman Circle Dr Suite 100 St. Louis, MO 63146 12. Pepsi Bottle Ventures $1,313 PO Box 75990 Charlotte, NC 27275 13. Residence Inn $2,398 Steele Creek 5720 Creedmoor Rd Suite 205 Raleigh, NC 27612 14. Revenue Recovery Specialists, LLC $82 3564 Avalon Park Blvd Suite 195 Orlando, FL 32828 15. Royal Cup, Inc. $631 PO Box 841000 Dallas, TX 75284 16. Sonifi Solutions, Inc. $410 PO Box 505225 St. Louis, MO 63150 17. Surepods, LLC $117,038 2300 Principal Row Suite 101 Orlando, FL 32837 18. Time Warner Cable $159 PO Box 4617 Carol Stream, IL 6019 19. US Foods, Inc. $1,254 PO Box 602292 Charlotte, NC 28260 20. Vistar $1,173 PO Box 933580 Atlanta, GA 31193 STANDARD INDUSTRIES: Moody's Puts Ba2 CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service placed Standard Industries Inc.'s ratings on review for downgrade including the company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the Ba2 ratings on the company's senior unsecured notes. The review follows an announcement that Standard Industries Holdings Inc., the parent company of Standard Industries, will acquire W.R. Grace & Co. in an all cash transaction valued at approximately $7.0 Billion. The proposed transaction is credit negative for Standard Industries. Standard Industries will pay a dividend to partially finance the acquisition of W.R. Grace, consuming cash on hand and increasing leverage. Moody's expects that Standard Industries and W.R. Grace will operate as separate legal entities with very little administrative and operational overlap. As a result, Standard Industries will not benefit from the revenue, earnings and cash flow generated by W.R. Grace. "Standard Industries' credit metrics will be stressed following its dividend payment, incurring debt with no commensurate earnings results in pressure on the current rating," according to Peter Doyle, a Moody's VP-Senior Analyst. W.R. Grace manufactures specialty chemicals and materials operating and/or selling in over 60 countries. The company has two reporting segments: Catalysts Technologies and Materials Technologies. Catalysts Technologies is a globally diversified business that includes refining, polyolefin and chemicals catalysts. Materials Technologies includes specialty materials such as silica-based and silica-alumina-based materials used in consumer/pharmaceutical, chemical processes and coatings applications. Grace generated approximately $1.73 billion of sales for the year ended December 31, 2020. The following ratings/assessments are affected by the actions: On Review for Downgrade: Issuer: Standard Industries Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD4) Outlook Actions: Issuer: Standard Industries Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Standard Industries' Ba2 CFR (rating under review for downgrade) reflects Moody's expectation of continued robust operating performance, with EBITA margin sustained in the range of 15% - 17% over the next two years. A very strong market share for roofing products in both North America and Europe as well as end market dynamics support growth. Very good liquidity, characterized by consistent and strong free cash flow (before dividends), a large amount of cash on hand, and considerable revolver availability, further support Standard Industries' credit profile. High debt leverage is the main factor constraining Standard Industries' credit profile. Also, the company's owners may dictate large dividends or large debt financed acquisitions, which could stress credit metrics. Governance characteristics Moody's considers in Standard Industries' credit profile include an aggressive financial policy, evidenced by high leverage and dividends financed by debt and cash on hand. Trusts for the benefit of the heirs of Ronnie F. Heyman are the owners of Standard Industries, including but not limited to the families of David Millstone and David Winter, both of whom are also Co-CEOs of Standard Industries and Co-Chief Investment Officers of 40 North. Moody's believes they dictate long-range capital deployment decisions, especially for dividends and acquisitions. Standard Industries has no independent directors on its Board of Directors. Environmental concerns are not a significant factor since Standard Industries has no significant environmental liabilities. The rating review will focus on Standard Industries' new capital structure, deleveraging strategy and liquidity following the company's dividend payment to support the acquisition of W.R. Grace. Standard Industries will remain highly leveraged over the next two years. Moody's estimates pro forma adjusted debt-to-LTM EBITDA could exceed 5.5x, which is significantly higher than the previously identified downward rating trigger. Moody's previously projected leverage slightly above 4.0x over the next two years. Standard Industries Inc., headquartered in Parsippany, NJ, is the leading manufacturer and marketer of roofing products and accessories with operations primarily in North America and Europe. The company manufactures and sells residential and commercial roofing and waterproofing products, insulation products, aggregates, specialty construction and other products. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. STEPHENS FARMS: June 3 Amended Disclosures Hearing Set ------------------------------------------------------ On April 23, 2021, C. Jerome Teel, Jr., on behalf of the debtor Stephens Farms, filed with the U.S. Bankruptcy Court for the Western District of Tennessee an Amended Disclosure Statement and Amended Plan. On April 27, 2021, Judge Jimmy L. Croom ordered that: * June 3, 2021, at 9:30 a.m., by Telephone, if necessary, is the hearing to consider the approval of the amended disclosure statement. * Objections to the amended disclosure statement can be filed at any time prior to the actual approval of the amended disclosure statement. A full-text copy of the order dated April 27, 2021, is available at https://bit.ly/3xEcmmo from PacerMonitor.com at no charge. About Stephens Farms Stephens Farms filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20 10599) on March 18, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. C. Jerome Teel, Jr., ESq. at Teel & Maroney, PLC represents the Debtor as counsel. STEPHENS FARMS: Unsecureds to Recover 29.5% in 10 Years Under Plan ------------------------------------------------------------------ Stephens Farms filed an Amended Plan of Reorganization and a Disclosure Statement on April 23, 2021. Payments and distributions under the Plan will be funded by the Debtor's farming income. Gerald Stephens, the Plan Proponent, believes the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all claims and expenses that are due on that date. The Classes of Claims Under the Plan are: * Class 1 Secured Claims, which include: Class 1-a (Rabo AgriFinance, LLC) is an impaired claim totaling $91,500, which amount is payable at 4.5% interest, amortized over seven years with annual payments of $15,563 beginning Dec. 31, 2021. Previously, Rabo filed a claim for $3,015,417 against the Debtor, of which Rabo has received a total of $1,490,900 in payments after the Petition Date. A consent order granted Rabo a replacement lien for $91,500 secured by cattle purchased by the Debtor using CARES Act and CFAP funds. The Debtor's Amended Proposed Plan will provide the Rabo Claim as secured for $91,500 and unsecured for $1,433,017. * Class 2 Claims are Priority Unsecured Claims * Class 3 General Unsecured Claims. The total Allowed Unsecured Claims is $2,003,246. Each Unsecured Creditor will receive 29.5% of its allowed claim, which the Debtor proposes to pay in 10 annual installments beginning June 30, 2022. * Class 4 Claims not Subject to Discharge * Class 5 Disputed Creditors * Class 6 Equity Interest Holders. Gerald Stephens and Riley W. Stephens, both partners, will retain their ownership in the Debtor. Classes 1 and 3 are entitled to vote to accept or reject the Plan. A copy of the Amended Disclosure Statement is available for free at https://bit.ly/3aN41Dk from PacerMonitor.com. About Stephens Farms Stephens Farms filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20 10599) on March 18, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. C. Jerome Teel, Jr., Esq., at Teel & Maroney, PLC, represents the Debtor. SUPERIOR PLUS: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Superior Plus LP's proposed senior unsecured notes. The proceeds and cash will be used to redeem the C$400 million notes due 2024 (unrated) and the C$370 million notes due 2025 (unrated). Assignments: Issuer: Superior Plus LP Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE Superior's Ba2 CFR is supported by: 1) debt to EBITDA of around 4x in 2021 and 2022; 2) a market leading position in the Canadian propane business; 3) geographic diversity: Canada, Eastern U.S. and some international; and 4) a track record of successfully integrating acquisitions and achieving cost efficiencies. Superior's credit profile is challenged by: 1) the continuing secular demand decline of the propane industry; 2) demand that is dependent on weather which has become more abnormal due to climate change, leading to increased cash flow volatility; 3) the need to make acquisitions in order to grow; 4) relatively small size when compared to similarly rated corporate peers, and 5) low margins compared to propane peers, largely driven by lower residential volumes in Canada. The senior unsecured notes are rated Ba3, or one notch below the Ba2 CFR, reflecting their subordinated claim to the company's assets relative to the secured $750 million revolving credit facility due 2024 (unrated). Superior's liquidity is good (SGL-2). At December 31, 2020, and pro forma for the February 2021 chemicals disposition, and March and April 2021 senior unsecured notes issuances, Superior will have about C$200 million of cash and about C$709 million available (after C$41 million in letters of credit) under its C$750 million revolving credit facility maturing in 2026. Moody's expects modestly negative free cash flow in 2021. Moody's assumes Superior's liquidity will deplete as it makes propane acquisitions in 2021 and 2022. Moody's expects the company to remain in compliance with its two financial covenants through this period. Superior could readily sell assets without impairment if it needed additional liquidity. The stable outlook reflects Moody's expectation that debt to EBITDA will be about 4x in 2020 and 2021, with the company continuing to successfully integrate acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if debt/EBITDA falls below 3.5x (4.1x at LTM Q4/20) and the company improved on its existing size and scale, with EBITDA moving above C$700 million (C$494 million LTM Q4/20). The ratings could be downgraded if debt/EBITDA rises above 4.5x (4.1x at LTM Q4/20) or if there is sustained and significant negative free cash flow. Superior Plus LP is a wholly-owned subsidiary of Superior Plus Corp. a publicly traded company located in Toronto, Canada. Superior Plus LP is an energy distributor segment primarily buying and selling propane in Canada and the US. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. TAILWIND SMITH: Moody's Alters Outlook on B3 CFR to Stable ---------------------------------------------------------- Moody's Investors Service affirmed the ratings of Tailwind Smith Cooper Intermediate Corp. (aka ASC Engineered Solutions). This entity is comprised of the combined Anvil International and Smith-Cooper International businesses. The company's Corporate Family Rating and Probability of Default Ratings were affirmed at B3 and B3-PD, respectively. Concurrently, Moody's affirmed the company's first-lien senior secured term loan rating and the second-lien senior secured term loan ratings at B3 and Caa2, respectively. The rating outlook was changed to stable from negative. The stable outlook reflects Moody's expectation that the company will maintain adequate liquidity despite elevated financial leverage with debt/EBITDA in the 8.0x range. Moody's expects that the company's liquidity will enable it to maneuver through current soft but improving conditions in its diverse end markets that range from industrial to fire protection and energy. Importantly, the stable outlook also reflects Moody's anticipation that debt/EBITDA will not increase beyond the 8.0x range. The affirmation of the ratings is based on Moody's expectation that the company will gradually de-lever over the next two years, more meaningfully in 2022. RATINGS RATIONALE Tailwind Smith Cooper's B3 CFR reflects Moody's expectation that the company's financial leverage will remain elevated at the 8.0 times range for the duration of 2021. Part of the company's business is tied to commercial construction trends, which lag in terms of improvement in demand trends versus shorter cycle businesses. In addition, although the company's end-markets are diverse, its exposure to the comparatively more cyclical oil & gas sector (roughly 15% of revenues) adds a degree of earnings volatility. However, Moody's expects that the oil & gas end market will improve in 2021 versus 2020 and contribute favorably to the company's profit margins. Moody's expects that during the course of 2021, Tailwind Smith Cooper's end markets will gradually recover and correlate with improved general industrial macroeconomic factors. Further, the company benefits from positive annual free cash flow through economic cycles, brand strength reflected in EBITDA margins ranging from 15% to 19%, well-established long-term customer relationships, and product breadth and pricing/operational leverage. From a corporate governance perspective, Moody's notes that the company's high leverage reflects in part its private equity ownership. Event risk persists in the form of possible future dividends to the sponsor and/or transactions, including additional debt-funded acquisitions that sustain an elevated leverage profile. The following rating actions were taken: Affirmations: Issuer: Tailwind Smith Cooper Intermediate Corp. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B3 (LGD4, from LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: Tailwind Smith Cooper Intermediate Corp. Outlook, changed to Stable from Negative FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The company's ratings could be downgraded if operating margins and liquidity weaken such as EBITDA margins declining to below 15% and/or free cash flow turns negative, accompanied by constrained availability under the company's ABL. In addition, debt/EBITDA remaining in the 8.0x range beyond the first half of 2022 or an aggressive financial policy characterized by debt financed acquisitions that further elevate financial leverage could also pressure ratings. Conversely, the ratings could be upgraded through meaningful revenue growth through the acquisition of new customers. Improved financial metrics such that debt/EBITDA is sustained at less than 5.5 times and EBITA/interest grows to greater than 2.5 times would be required before Moody's would consider an upgrade. Headquartered in Exeter, New Hampshire and Commerce, California, Tailwind Smith Cooper Intermediate Corp. (aka ASC Engineered Solutions), manufactures and sources a broad range of industrial products. These include a variety of fittings, couplings, hangers, valves and related products for use in nonresidential construction (including HVAC and fire protection applications), industrial, power and oil & gas end markets. The company is owned by private equity sponsor Tailwind Capital. Pro forma for the ABZ and Quadrant product lines from Forum Energy Technologies, revenues approximate $600 million. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. THOMAS R. MCCONNELL: $147K Sale of Muncie Property to Viswam Okayed ------------------------------------------------------------------- Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana authorized the private sale by Thomas R. McConnell and Susan K. McConnell of the parcel of real property located at 2113 W. Washington Street, in Muncie, Indiana, to Vishal Viswam for $147,000, free and clear of liens. The sale will close on April 23, 2021 (or within 30 days thereafter). The Court approved the 7% sales commission. The allocation of all net proceeds from the sale to which Debtors either are and/or otherwise would be entitled, will be as set forth on the Stipulation Regarding Motion to Sell, as per the Court's Order approving same. That portion of net proceeds due to the Debtors which has been earmarked for satisfaction of federal income tax liability, pursuant to the Stipulation, will be directly deposited into the IOLTA trust account, ending in 9025, of their attorney, John W. Nelson. Such proceeds will be held in said account until further order of the Court for the sole purpose of satisfying the Debtors' outstanding federal tax liabilities as determined under adversary proceeding No. 20-50031. The Debtors will file a Report to the Court advising of the particulars of the sale contemplated. Thomas R. McConnell and Susan K. McConnell sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-07217) on Sept. 26, 2019. The Debtors tapped John Woodrow Nelson, Esq., at Law Offices of John Nelson as counsel. on Oct. 21, 2020, the Court confirmed the Debtor's Amended Plan of Reorganization. THRIVE MERGER: S&P Assigns 'B-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings has assigned a 'B-' issuer credit rating to Birmingham, Ala.-based mental health software and services provider Thrive Merger Sub LLC (aka Therapy Brands). S&P said, "Our rating reflects our expectation that Therapy Brands' leverage will remain between 7x-9x over the next couple of years. It also reflects the company's small scale and operations in a highly fragmented market. "We also assigned a 'B-' issue-level rating and '3' recovery rating to the company's first-lien credit facilities (including the delayed draw facility), and a 'CCC' issue-level rating and '6' recovery rating to the second-lien facilities (which also include a delayed draw term loan). "Our stable outlook reflects our expectation for double-digit percentage revenue growth, adjusted EBITDA margins expanding to about 34%, and positive cash flow generation. "We expect the company's leverage will remain high as it continues to grow.We expect Therapy Brands' leverage to remain between 7x and 9x over next couple of years. While we expect the company to grow organically as it adds new customers, its existing customers grow, and by upselling additional services, the company will likely also supplement organic growth with acquisitions, especially given financial sponsor ownership. Thus, we expect the company to prioritize growth investments and investment returns over debt repayment. The company has been highly acquisitive over the past few years and will likely use acquisitions as an avenue to obtain new customers and capabilities." S&P expects the company to remain relatively small and narrowly focused within a crowded market.The company was founded recently in 2013. It has been growing rapidly, but its revenue and EBITDA base is still relatively low. It also operates in the highly fragmented market with low barriers to entry (specifically, software providers to mental health, behavioral health, and rehabilitation clinicians). The company is highly specialized and competes with many of other providers in this market. Its end market is also highly fragmented. It primarily serves practices with one or two clinicians. Over time, this market could consolidate, and this could increase the risk of attrition, because with consolidation, acquirers often integrate targets onto their own software platforms. Despite these risks, there is still room for growth in the next few years. Demand for mental/behavioral health services is high. As the company's end-market and existing client base grows, the company should also grow. The company is also adding new clients, some of whom are switching to practice management software from manual record-keeping. Once a client has settled on a practice management software, the client is unlikely to switch. This results in high retention rates and recurring revenue. S&P said, "We believe there is room for additional conversions from manual record-keeping to software providers, although the pandemic likely accelerated some adoption. Also, the company provides multiple services and has cross-selling opportunities, which we view as credit supportive." S&P said, "Our stable outlook reflects our expectation for double-digit percentage revenue growth, adjusted EBITDA margin expansion to about 34%, and positive cash flow generation. "We could lower the rating if the company is challenged to cover its fixed charges, such that we view the capital structure to be unsustainable. This could occur if growth slows, customer retention declines, and margins do not improve as we expect, resulting in EBITDA before lease-adjustments of $30 million or less. "A higher rating is unlikely in the next 12 months. Over the longer term, we could consider raising our rating on the company if it materially increases its scale, lowers leverage to below 7x, and free cash flow generation remains above 3% of debt. Under this scenario, we would need to be confident that the company's financial policies would support maintenance of these measures." TIDEWATER ESTATES: $208K Sale of Hancock County Properties Approved ------------------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Tidewater Estates, Inc.'s sale of the following properties: a. approximately 20 acres on the South end of Hancock County, Mississippi, Tax Parcels No. 066-0-24-013.000 and 066-0-24-016.000, to sell to Gabriel L. Whitfield and Pablo Corona for $84,000 or $4,200 per acre, free and clear of all liens; b. approximately 10 acres real property located in Hancock County, Mississippi, proximate to the City of Diamondhead, Mississippi, Tax Parcels No. 066-0-24-013.000 and 066-0-24-016, to Gabriel L. Whitfield and Ronnie Price for $40,000 or $4,000 per acre, free and clear of all liens; and c. approximately 20 acres on the South end of Hancock County, Mississippi, Tax Parcel No. 066-0-24-013.000, to Jeffery C. Compton, Jr. and Latisha Lanee' Cuevas for $84,000 or $4,200 per acre, free and clear of all liens. Upon sale of each of the properties hereby authorized to be sold, all liens, encumbrances, and interests affecting title to the respective properties are stripped from the respective property, including but not limited to the following, and are transferred to the proceeds of sale and will not further burden title to the properties sold: a. Deed of Trust dated Oct. 30, 2018, from Tidewater Estates, Inc. to Celeste Bertucci McShane, recorded at Book 2018, Page 8933 in the records of Hancock County, Mississippi; b. Deed of Trust dated Oct. 30, 2018, from Tidewater Estates, Inc. to Bryan J. Bertucci, recorded at Book 2018, Page 8944 in the records of Hancock County, Mississippi; c. Deed of Trust dated Nov. 26, 2018, from Tidewater Estates, Inc. to Gulf Coast Bank and Trust Co., recorded at Deed 2018, Page 25280 in the records of Hancock County, Mississippi; and d. Lis Pendens Notice filed by Greg Bertucci on Dec. 15, 2015, at Lis Pendens Book 2015, Page 45, in the records of Hancock County, Mississippi. The Debtor is granted authority (i) to direct payment of the real estate commissions from the gross proceeds of sale pursuant to each listing agreement to the broker at the time of each individual closing and (ii) to pay all real property taxes due on each property sold from the gross proceeds of sale, including taxes that accrued pre-petition, at each individual closing. Upon the consummation of the proposed sales, the Debtor will deposit the net proceeds into its DIP account, with further distribution outside the ordinary course of business except as provided for in the Order, only with specific authority of the Court. The Debtor will file reports of each sale in compliance with Bankruptcy Rule 6004(f)(1). The Debtor is authorized to pay down the loan initially from Gulf Coast Bank & Trust Co., now transferred to Dr. Bryan J. Bertucci, in an amount of a minimum of 85% the net sale proceeds of the sales approved and to the extent that there are remaining net sale proceeds, the Debtor is authorized to utilize the funds for post-petition date expenses in the ordinary course of business of the Debtor. This provision only applies to sales approved. About Tidewater Estates, Inc. Tidewater Estates, Inc. filed its voluntary petition for relief under CHapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-50955) on June 9, 2020. In the petition signed by Emile A. Bertucci, III, director, secretary/treasurer, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor is represented by Patrick Sheehan, Esq. at SHEEHAN AND RAMSEY, PLLC. TMMM MECH: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: TMMM Mech, LLC 1 Sago Street Unit #2 Clifton, NJ 07013 Business Description: TMMM Mech is in the utility system construction business. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-13622 Debtor's Counsel: Ralph A. Ferro, Jr., Esq. LAW OFFICES OF RALPH A. FERRERO, JR., ESQ. 66 East Main Street, 3rd Floor Little Falls, NJ 07424 Tel: 973-200-0988 Fax: 973-689-9558 E-mail: ralphferrojr@msn.com Total Assets: $802,530 Total Liabilities: $1,518,969 The petition was signed by Simone Timothy, managing member/owner. 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/2CFNDOQ/TMMM_Mech_LLC__njbke-21-13622__0001.0.pdf?mcid=tGE4TAMA TPRO ACQUISITION: S&P Affirms 'B-' ICR, Maintains Negative Outlook ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Memphis, Tenn.-based distributor of aftermarket truck and trailer parts TPro Acquisition Corp. and maintained a negative outlook on the rating. S&P said, "At the same time, we affirmed our 'B-' rating on the company's senior secured notes; the recovery rating remains '4', indicating our expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. "The outlook reflects our expectation that adjusted debt to EBITDA will remain above or near 8x in 2021. "We expect gradual recovery in demand for heavy-duty truck parts will result in TPro's credit metrics remaining elevated in 2021.The aftermarket for heavy-duty trucks is showing signs of recovery as evidenced by increases in production for Class 8 vehicles and an increase in miles driven from 2020 levels. As the recovery continues through 2021, we expect stronger demand for TPro's parts and services. However, we believe the recovery for heavy-duty truck parts will be gradual and that significant improvement in the demand for aftermarket truck parts may not occur during the first half of 2021, presenting a risk for TPro's leverage to remain elevated. We forecast adjusted EBITDA margins in the mid-single digit area for 2021, which represents an improvement from the low to mid-single digit area in 2020. TPro also has regional geographic and customer exposure to the oil and gas sector, which is experiencing a slower recovery than the overall market and could affect leverage. Although we expect TPro's adjusted debt to EBITDA to improve to about 8x in 2021 from 11.3x in 2020, we believe some risk related to company's ability to further improve its operating results exists. "We expect the company's free operating cash flow (FOCF) to decline and remain pressured over the next 12 months as TPro invests in its infrastructure for future growth, but that it will still be slightly positive. We expect TPro will increase its capital expenditure spending in 2021 as the company positions itself for further growth, which we view as favorable in the long term. TPro generally has low maintenance capital expenditure requirements, so we believe any increase in spending is likely to temporarily affect TPro's FOCF. Despite our expectation for lower FOCF over the next 12 months, we believe TPro could generate positive working capital through inventory reductions and other working capital management efficiencies, which could offset any adverse effect on FOCF. Therefore, we forecast FOCF to debt to be in the positive, low single-digit area for 2021." Near-term heavy-duty truck parts aftermarket industry weakness remains a potential risk for TPro. As a heavy-duty truck parts distributor, TPro's credit metrics could be further constrained by global supply chain disruptions, as well as potential shortages in components and commodities such as steel or rubber, which could ultimately affect parts availability and lead times. Also, in spite of the continued proliferation of COVID-19 vaccine availability, the pandemic's potential impact on business operations remains a concern for many of TPro's customers as the industry continues to grapple with technician and driver shortages. Nevertheless, S&P expects TPro's credit metrics and its operating results to gradually improve over the next 12 months. S&P said, "The negative outlook reflects our expectation that adjusted debt to EBITDA will remain elevated above or near 8x in 2021. Although this represents an improvement from 11.3x in 2020, we believe leverage will remain above our expectations for the rating into 2022. Further, we anticipate some risk for sustained elevated leverage if TPro's revenue and EBITDA margins do not improve as expected. "We could lower the ratings within the next 12 months if weaker-than-expected operating performance results in sustained negative free cash flow or constrained liquidity. This could occur if there were a significant economic downturn, or if there were significant outflows in TPro's working capital. Alternatively, we could lower the ratings on TPro if the company engages in significant debt-financed acquisitions. We could lower the ratings if we come to believe that TPro depends on favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial commitments as unsustainable in the long term, even though it may not face a credit or payment crisis within the next 12 months. "We could revise the outlook on TPro to stable if the company experiences better-than-expected revenue and EBITDA growth such that debt to EBITDA declines below 7x with positive FOCF and if we believe credit metrics would remain at these levels on a sustained basis. This could occur if, for example, operating performance in TPro's business segments exceeds our expectations, perhaps because of a significant improvement in the heavy-truck parts aftermarket." TRADE WEST: Wins Court Approval to Use Cash Collateral ------------------------------------------------------ Judge Robert J. Faris authorized Trade West, Inc., dba Nani Makana Distributors, to use the cash collateral of The Islander Group, Inc., effective April 5, 2021, until the earliest of the close of business on the next hearing on the Seventh Interim Order, or a date to which the parties may agree so long as no breach of the termination provisions has occurred. The Debtor will use the cash collateral to pay only the ordinary and reasonable expenses of liquidating its businesses. Before the Petition Date, the Debtor owed TIG under a $300,000 term loan agreement evidenced by a promissory note. The TIG loan, with a balance of approximately $189,085, or an amount to be determined, was secured by certain UCC financing statements covering all equipment, general intangibles, and other personal property that were at the time subject to certain lease agreements, one with Alliance Funding Group, and another with Financial Pacific Leasing, Inc., in both cases, as lessors to the Debtor. Pursuant to a stipulation between the Debtor and TIG, as approved by the Court: * TIG will receive $4,500 monthly, payable on the 10th day of every month, from December 2020 until further Court order, in consideration for the use of cash collateral. * the Debtor grants, assigns and pledges to Islander Group's valid, perfected and enforceable liens and security interests in all of the Borrower Accounts created from and after the Petition Date. To the extent that TIG is not secured in the pre-petition collateral, it will not have a replacement lien with regard to any use of the cash collateral which is not found to be TIG's cash collateral. * the Debtor's Responsible Person, Thomas Matthews, and guarantor, will satisfy the balance due on the Islander Promissory Note with the sales proceeds from the sale of the Matthews Properties' Warehouse located at the Iwilei Business Center, 501 Sumner Street, Units 6H, 6I and 6J, Honolulu, Hawaii 96817. * TIG will receive an interest in any sales proceeds from the personal residence of Mr. Thomas Matthews at 2535 Pacific Heights Drive, Honolulu, Hawaii 96813. The TIG interest will be junior to the existing mortgage of the Bank of Hawaii and any other pre-existing recorded mortgage or encumbrance. Thomas Matthews or Matthews Properties may seek a subrogated claim for the amounts paid to TIG on TIG's claim. * TIG will receive an interest in the sales proceeds of the warehouse unit owned by Matthews Properties, junior to the existing mortgages and liens of Pacific Guardian Life and Hawaii Central Federal Credit Union, as as additional collateral. * the secured loan obligations are granted as an administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code, with priority over all other administrative expense claims, subordinate only to the carve-out. In the event that any Court of competent jurisdiction determines, in a final non-appealable order, that TIG was under-secured or unsecured as of the Petition Date (and not entitled to be paid interest, fees and related charges post-petition), then all payments of interest, fees and related charges paid during the Seventh Interim Cash Collateral Period will be applied to the secured principal amount of the secured loan obligations as of the Petition Date, or as may otherwise be provided in said order. A copy of the stipulated order is available at https://bit.ly/3aJow3B from PacerMonitor.com at no charge. A continued hearing on the cash collateral motion is scheduled for May 10, 2021 at 2:00 p.m. About Trade West Trade West, Inc., which conducts business under the name Nani Makana -- http://www.tradewest.org/-- was founded in 1976 by Thomas and Ellen Matthews. Based in Honolulu, Hawaii, Trade West designs, imports, manufactures and distributes authentic Hawaiian flower artificial lei and hair accessories; two lines of Made in Hawai'i personal care, bath and body products; a line of sunglasses and accessories; and Hawaiian-themed gifts and souvenirs. Trade West filed for Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 19-01658) on Dec. 30, 2019. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Thomas W. Matthews, president. Judge Robert J. Faris oversees the case. The Debtor is represented by Jerrold K. Guben, Esq., at O'Connor Playdon Guben & Inouye LLP as counsel. TRIPLE J PARKING: Unsecureds to Recoup Claim in 3 Years Under Plan ------------------------------------------------------------------ Triple J Parking, Inc., asked the Bankruptcy Court to approve its Amended Plan of Reorganization. The Debtor's Plan, as amended on April 22, 2021, proposes to pay holders of allowed Claims (including administrative expense claims) $11,168 per quarter, which is the average of the Debtor's projected Disposable Income. Over the three-year period, holders of Allowed General Unsecured Claims are projected to receive 100% of their respective Allowed Claims. The Plan contemplates distributions to the holders of allowed claims from the contribution of the Debtor's Disposable Income. The Debtor's business remained financially healthy until the COVID-19 pandemic, which decimated air travel beginning in March 2020. Through 2020 and 2021 the Debtor's business survived, in significant part, due to PPP loans and other government programs that have helped businesses adversely affected by the pandemic. The Debtor's business, however, has improved since the beginning of the COVID-19 pandemic, and the Debtor is confident that it will be able to make the payments called for under the Plan. If the Debtor's case was converted to a case under Chapter 7 of the Bankruptcy Code, the Debtor anticipates that unsecured creditors (other than Administrative Expense Claim holders) would receive approximately 57.58% of their allowed Claim amounts, because the Debtor's assets are relatively small, for the reason that the Debtor operates a service business, and is able to derive value from using its leased real estate and providing related services to its customers. Accordingly, the Debtor seeks confirmation of its Plan, if creditors vote to accept the Plan, or if creditors vote to reject the Plan. A copy of the motion is available at https://bit.ly/3sTuOnH from PacerMonitor.com at no charge. About Triple J Parking Triple J Parking, Inc., has served customers of the Salt Lake International Airport with off-site parking services for more than 30 years. It is a small, family-owned, customer-oriented business. In addition, Triple J Parking offers services such as covered parking spots, monthly parking programs, and car washing and detailing services. Triple J Parking sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. D. Utah Case No. 21-20800) on March 5, 2021. In the petition signed by Elizabeth Woods, president, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Joel T. Marker oversees the case. The Debtor tapped Cohne Kinghorn, P.C. as its bankruptcy counsel; Jones, Waldo, Holbrook & McDonough, P.C., as special counsel; and Hashimoto Forensic Accounting, LLC, as accountant and financial advisor. TRUCKING AND CONTRACTING: Court Approves Amended Disclosures ------------------------------------------------------------ Judge Robert H. Jacobvitz has entered an order approving the Amended Disclosure Statement filed by Debtor Trucking and Contracting Services, LLC, on April 29, 2021. The Debtor has filed a Disclosure Statement on March 15, 2021, where the U.S. Trustee Office objected to the Disclosure Statement and the Debtor has made those amendments and has filed an Amended Disclosure Statement. A full-text copy of the order dated April 29, 2021, is available at https://bit.ly/3t5n1TO from PacerMonitor.com at no charge. Attorney for Debtor: Diane Webb, Attorney at Law, P.C. P. Diane Webb PO Box 30456 Albuquerque, NM 87190 Tel: (505) 243-0600 E-mail: diwebb@swcp.com About Trucking and Contracting Services Trucking and Contracting Services, LLC, is a privately held company that primarily operates in the local trucking business. Trucking and Contracting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319) on May 31, 2019. In the petition signed by its member/manager, Melissa Acosta, the Debtor was estimated to have assets of less than $50,000 and debts of less than $10 million. Judge Robert H. Jacobvitz is assigned to the case. The Debtor is represented by P. Diane Webb, Esq., at Diane Webb Attorney At Law, P.C. TRUCKING AND CONTRACTING: Unsecureds to Be Paid in Full in 12 Years ------------------------------------------------------------------- Trucking and Contracting Services, LLC ("TCS") submitted an Amended Disclosure Statement describing its Plan of Reorganization dated April 29, 2021. TCS owns 72 acres and TCS' business premises are on that property. TCS purchased the property for $800,000 in 2014. Pursuant to TCS' realtor, Affinity Real Estate Services, LLC, the real property is now worth $2,500,000. NMTR has a lien on said real property in excess of $2,500,000. During the chapter 11 case, TCS has made significant progress in paying down what it owes to its secured creditors. It has also kept all taxes current during the pendency of the case. TCS has also paid off the real estate contract on the 72 acres of land it owns and upon which its offices and equipment yard are located. TCS has made all adequate protection payments to secured creditors as well. Class IV: All allowed claims secured by property of the Debtor comprising the following subclasses: * Class IV A will consist of the allowed secured claim of Celtic Capital Corporation, first secured by all of the personal property assets of TCS. Celtic's lien is subordinated to RTS' postpetition financing secured claim. The Debtor will pay the Class IV A allowed secured claim of Celtic Capital Corporation in full on the effective date of the plan. * Class IV B will consist of the allowed secured claim of NMTR, second secured by a blanket lien on all real and personal property owned by the Debtor. Debtor shall pay the Class IV B allowed secured claim of NMTR in full at 5.0% interest within 11 years from the Effective Date. * Class IV C will consist of the allowed purchase money secured claim of Volvo Financial Services secured by a 2014 Volvo EC340DL with 54" bucket and a 2014 Volvo l150G heavy equipment. The Debtor will pay the Class IV C allowed secured claim of Volvo Financial Services in full within 30 days of the effective date of the plan. * Class IV D will consist of the allowed purchase money secured claim of Advantage Funding secured by a lien on 6 Kenworth T 800 72" AeroCab Truck with Vacuum pump(s) and 2 ArmorLite Belly Dump Trailers. Debtor shall pay the Class IV D allowed secured claim of Advantage Funding in full within 30 days of the effective date of the plan. * Class IV E will consist of the allowed purchase money secured claim of Delaware Leasing Group, LLC secured by 8 2012 Peterbilt 687 vacuum trucks. * Class IV F will consist of the allowed secured claim of New Mexico Workforce Solution which is a third blanket lien on all property of TCS. TCS shall pay the Class IV F allowed secured claim of New Mexico Workforce Solution at 5% interest within 5 years of the Effective Date. * Class IV G will consist of the allowed purchase money secured claim of Hitachi Capital America Corp. secured by a 2007 International 920 Truck and a 2015 Gaby UT Trailer. TCS shall pay the Class IV G allowed secured claim of Hitachi Capital America Corp. within 30 days of the effective date of the plan. * Class IV H will consist of the allowed purchase money secured claim of Stearns Bank secured by a 2015 PCI Vacuum Trailer and a 2006 International 860 Truck. TCS will pay the Class IV H allowed secured claim of Stearns Bank within 30 days of the effective date of the plan. Class V consists of all allowed non-priority unsecured claims. TCS will pay the Class V claims of allowed unsecured claims in full within 12 years of the Effective Date at 3% interest per annum from and after the Effective Date, with payments beginning in the 61st month from the Effective Date. Each allowed nonpriority claim shall receive its pro-rata share of the monthly payment amount of $25,000 until each claim is paid in full. Class VI consists of the equity claim of Melissa Acosta. The Class VI claimant, Melissa Acosta shall retain her equity in TCS. In the Plan, TCS proposes to pay holders of allowed Class II, III, IV and V claims in full. TCS will pay the Class II , III, IV and V claims from TCS' monthly net income, which is income accrued after deduction for monthly operating expenses. Because of the COVID 19 pandemic, TCS' monthly cash flow has fluctuated in its oil well water cleaning business. However, TCS has recently been substituting higher income from its earth-moving business for its oil well water cleaning business. The Debtor projects that its net income for the first year of a confirmed plan will be an average of $50,000 per month (after deducting from monthly income payments to secured creditors, RTS Financial Service, Inc., Volvo Financial Services, Advantage Funding and Delaware Leasing). The Debtor further projects its net income for the last 10 years of the Plan will be an average of $60,000 per month. A full-text copy of the Amended Disclosure Statement dated April 29, 2021, is available at https://bit.ly/3tdqNdP from PacerMonitor.com at no charge. Attorney for the Debtor: Diane Webb, Attorney at Law, P.C. P. Diane Webb PO Box 30456 Albuquerque, NM 87190 Tel: (505) 243-0600 E-mail: diwebb@swcp.com About Trucking and Contracting Services Trucking and Contracting Services, LLC, is a privately held company that primarily operates in the local trucking business. Trucking and Contracting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319) on May 31, 2019. In the petition signed by its member/manager, Melissa Acosta, the Debtor was estimated to have assets of less than $50,000 and debts of less than $10 million. Judge Robert H. Jacobvitz is assigned to the case. The Debtor is represented by P. Diane Webb, Esq., at Diane Webb Attorney At Law, P.C. ULTRA PETROLEUM: Levi & Korsinsky, Bragar Eagel for Investor Suit ----------------------------------------------------------------- Law360 reports that a Colorado federal judge Thursday, April 28, 2021, tapped Levi & Korsinsky LLP and Bragar Eagel & Squire PC to co-lead a consolidated class action alleging executives at Ultra Petroleum Corp. lied to investors about the oil and gas producer's prospects after it emerged from bankruptcy in 2018. U.S. District Judge Christine M. Arguello appointed Ultra Petroleum Investor Group as lead plaintiff in the case after it asserted it had a collective loss of more than $2.8 million from the alleged fraud — the most of any plaintiff in the case — and tapped the investor group's attorneys at Levi & Korsinsky and Bragar. About Ultra Petroleum Corp. Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as financial advisor. Prime Clerk LLC is the claims agent. USIC HOLDINGS: Moody's Affirms B3 CFR on Dividend Recapitalization ------------------------------------------------------------------ Moody's Investors Service affirmed USIC Holdings, Inc.'s corporate family rating and probability of default rating at B3 and B3-PD, respectively. Concurrently, Moody's assigned a B2 rating to the company's proposed senior secured first lien credit facilities consisting of a $955 million term loan due 2028 and $200 million revolving credit facility due 2026, and a Caa2 rating to its proposed $335 million second lien senior secured term loan due 2029. The outlook remains stable. Proceeds from the new debt along with $75 million of balance sheet cash and $35 million of incremental borrowings on receivable and supplier financing facilities will be used to fully repay the company's existing $744 million first lien term loan due 2023 and $290 million second lien term loan due 2024, issue a one-time $350 million distribution to shareholders, and pay related fees & expenses. Upon close of the transaction, the pre-existing debt will be withdrawn concurrent with the associated repayment of its debt obligation. "We view USIC's refinancing as aggressive given the size of the shareholder distribution and associated increase in debt that weakens the company's credit metrics," said Moody's AVP-Analyst Andrew MacDonald. "Nonetheless, the affirmation of the B3 CFR reflects our expectation that the company will continue its solid performance in 2021 including organic revenue growth in the high single digits which will drive deleveraging and positive free cash flow over the next 12 to 18 months." Issuer: USIC Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: USIC Holdings, Inc. Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: USIC Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE USIC's B3 corporate family rating reflects its elevated debt-to-EBITDA that will increase to 6.3x from 5.2x pro forma for the planned dividend recapitalization as of December 31, 2020 that is expected to improve to 6.0x in the next 12 months. The planned dividend and history of debt-funded acquisitions supports Moody's expectation that the company will continue to pursue an aggressive financial policy that may delay deleveraging in favor of acquisitions or shareholder returns. USIC also has high customer concentration and a narrow service offering in an industry that is exposed to aggressive bidding from competitors, expenses related to incident damages, weather-related disruptions, and fuel price volatility. The rating is supported by USIC's leading position in the North American locating market and resilient financial performance including during the COVID-19 pandemic. Demand for services is supported by the legal requirements to locate and mark utility infrastructure prior to initiation of any underground excavation, its established and contractual long-standing relationships with blue-chip utility customers and the favorable trends in outsourcing locating services by utility providers. Recent business initiatives aimed at reductions in incidents and damages and career retention have gained traction and are also expected to drive sustained higher margins. Moody's expects the company will generate solid free cash flow with the ability to de-lever through earnings growth and will continue to successfully execute the occasional tuck-in acquisition. The individual debt instrument ratings are based on USIC's probability of default, as reflected in the B3-PD probability of default rating, and the loss given default expectations of the individual debt instruments. The B2 (LGD3) ratings on the senior secured first-lien revolver and term loan maturing 2026 and 2028, respectively, reflect their priority position in the capital structure, ahead of the second-lien instrument. The Caa2 (LGD5) rating on the senior secured second-lien term loan maturing 2029 reflects its junior position in the capital structure. USIC has good liquidity that is supported by the proposed $200 million revolving credit facility which will remain undrawn at close, the expectation of $60 million of free cash flow generation on an annual basis, and approximately $75 million of balance sheet cash pro forma at close of the transaction. The revolving credit facility will be subject to a maximum springing first lien net leverage ratio test when drawings exceed 35% of availability. The company will also retain $20 million in revolver capacity on its existing revolving credit facility due June 2023. Moody's expects that the company will maintain compliance with this financial covenant at all times. As proposed in the most recent summary term sheet, the new first lien credit facility is expected to contain covenant flexibility provisions that could impact creditors. Notable first lien terms include incremental debt capacity up to the greater of $190 million and 100% of EBITDA plus unused capacity reallocated from the general debt basket under the debt covenant, plus increases to the first lien incremental capacity from voluntary prepayments of 2nd lien loans, plus unlimited amounts subject to a first lien leverage test equal to the closing date first lien net leverage ratio plus 0.25x if pari passu secured. Amounts up to (i) the incremental starter amount (the greater $190 million and 100% of EBITDA), plus (ii) additional amounts up to the greater of $190 million or 100% of EBITDA; plus (iii) any amount incurred in connection with a permitted acquisition or permitted investment; plus (iv) any term A loans may be incurred with an earlier maturity date than the initial term loan. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The repricing premium is not triggered by a refinancing in connection with a dividend recapitalization. The above are proposed terms and the final terms of the credit agreement may be materially different. The stable outlook reflects Moody's expectation that over the next 12 to 18 months USIC will demonstrate mid-single digit percentage organic revenue growth driven by healthy end market demand, generate positive free cash flow and sustain margin stability through price increases and density build. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded as a result of a deterioration in liquidity, or if earnings decline, and Moody's adjusted debt to EBITDA is sustained above 7.5x, or EBITDA less capex to interest is sustained below 1x. Ratings could be upgraded should the company demonstrate a financial policy supportive of Moody's adjusted debt-to-EBITDA approaching 5.5x and/or EBITDA less capex-to-interest above 2x while maintaining consistent revenue and earnings growth with good liquidity at stable margins. Headquartered in Indianapolis, Indiana, USIC Holdings, Inc. is a leading provider of outsourced infrastructure locating and marking services to telephone, electric, natural gas, cable, fiber optic and water utilities in the United States. The company operates in 46 states in the U.S. and one province in Canada. The company has been privately owned by private equity fund Partners Group since 2017. For the fiscal year ended December 31, 2020, the company reported approximately $1.1 billion in revenues. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. VALARIS PLC: Reports $910M Loss as It Seeks Chapter 11 Exit ----------------------------------------------------------- Valaris plc on April 28, 2021, reported a net loss attributable to the Company of $910 million, or $4.56 per share, for the first quarter 2021 compared to a net loss of $71 million, or $0.36 per share, in the fourth quarter 2020. The Company reported adjusted EBITDA of $28 million in the first quarter 2021 compared to negative $10 million in the fourth quarter 2020, and an adjusted loss of $0.39 per share in the first quarter 2021 versus an adjusted loss of $0.65 per share in the prior quarter. Chief Executive Officer and President Tom Burke said, "This month marks two years since the Valaris merger. We successfully integrated the two predecessor companies during this period, then subsequently transformed our Company to improve its service delivery capabilities and cost structure. As a result of these efforts, Valaris now has a higher focus on safe and reliable operations with a leaner and more flexible cost structure that is fit for purpose and complements its high-quality modern fleet of rigs and highly skilled workforce." Burke concluded, "We are beginning to see early signs of a recovery in customer demand following the downturn caused by the COVID-19 pandemic, for which we have been reactivating rigs, including most recently one of our high-specification heavy duty harsh environment jackup rigs in advance of a long-term contract commencing later this year. We look forward to soon emerging from chapter 11 as a strong and stable company ready to take advantage of opportunities as they arise." First Quarter Results Revenues increased to $307 million in the first quarter 2021 from $297 million in the fourth quarter 2020. Excluding reimbursable items, revenues increased to $277 million in the first quarter 2021 from $250 million in the fourth quarter 2020 primarily due to a negative adjustment in the prior quarter resulting from the modification of our charter agreements with ARO Drilling. Contract drilling expense declined to $252 million in the first quarter 2021 from $305 million in the prior quarter. Excluding reimbursable items, contract drilling expense declined to $237 million in the first quarter 2021 from $274 million in the prior quarter primarily due to fewer operating days across the fleet and lower holding costs for our stacked and marketed assets that are currently without contracts. First quarter 2021 results included a non-cash asset impairment charge of $757 million related to two floaters. Depreciation expense of $122 million in the first quarter 2021 was in line with the prior quarter. General and administrative expense declined to $24 million from $27 million in the prior quarter primarily due to expense reduction initiatives. Other expense increased to $30 million in the first quarter 2021 from $25 million in the prior quarter. First quarter 2021 other expense included $52 million related to reorganization items compared with $30 million in the prior quarter. The sequential quarter increase was primarily due to losses on lease rejections in the first quarter 2021 compared to a gain on lease rejections in the prior quarter, and higher professional fees as we approach our expected emergence date. This was partially offset by other income of $21 million in the first quarter 2021, compared to $2 million in the prior quarter, mostly related to foreign currency gains. Tax expense was $32 million in the first quarter 2021 compared to a tax benefit of $113 million in the prior quarter. The first quarter 2021 tax provision included $20 million of discrete tax expense related to uncertain tax positions taken for prior years, compared to $125 million of discrete tax benefit in the fourth quarter 2020 primarily resulting from the carryback under the U.S. CARES Act of U.S. net operating losses to recover taxes paid in prior years. Adjusted for discrete items, tax expense of $12 million in the first quarter 2021 was in line with the prior quarter. A full-text copy of the earnings release is available at: https://www.valaris.com/news/news-details/2021/Valaris-plc-Reports-First-Quarter-2021-Results/default.aspx About Valaris PLC Valaris plc (NYSE: VAL) provides offshore-drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. On the Web: http://www.valaris.com/ On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VASCULAR ACCESS: May 4 Hearing on Trustee's Assets Bid Procedures ----------------------------------------------------------------- Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania will convene a hearing on May 4, 2021, at 12:00 p.m., to consider the request of Stephen Falanga, the chapter 11 trustee for Vascular Access Centers, L.P. and affiliates, to authorize the following: a. his asset purchase agreement ("Central Jersey APA") with Piscataway Endovascular Center LLC in connection with the sale of certain assets for $250,000 plus the fair market value of any acquired disposable medical supply inventory ("CNJ Purchased Inventory") on hand as of the closing date that is not within 90 days of the manufacturer's expiration date, subject to overbid; b. his asset purchase agreement ("West Orange APA") with West Orange Endovascular LLC in connection with the sale of (i) any furniture and equipment, including medical equipment, tools, and other tangible personal property owned by the Debtor or VAC West Orange; (ii) the West Orange Purchased Inventory; (iii) the Equipment Leases, the Real Property Lease, and any other assumed and/or assigned contracts and/or leases; and (iv) all transferable licenses and permits for $350,000, subject to overbid; and c. his sale of all or substantially all of the assets of Vascular Access Center of Central New Jersey, LLC. The parties are directed to call the Court's Telephonic Conferencing System by dialing 1-877-873-8017 Access 3027681#. Any objections or other responses to the Motion must be filed and served so that they are received no later than April 30, 2021 at 4 p.m. (ET). On the same day the Order is entered, the counsel for the Trustee will give notice by serving a copy of the Order on the Notice Parties. Service may be made via electronic mail where possible. The salient terms bidding procedures and the bid protections are: a. A bid for the CNJ Purchased Assets must be at least (i) $280,000, net of all adjustments, including payment of all Cure Amounts for contracts and leases to be assumed and/or assigned; and (ii) only if included as part of its bid, a separate cash allocation for any Excluded Assets which the bidder seeks to include as part of its bid. b. A bid for the West Orange Purchased Assets must be for at least (i) $400,000 net of all adjustments, including payment of all Cure Amounts for contracts and leases to be assumed and/or assigned; and (ii) only if included as part of its bid, a separate cash allocation for any Excluded Assets which the bidder seeks to include as part of its bid. c. Deposit: 10% of the aggregate bid amount d. Bid Increments: $10,000 e. If one or more Qualified Bids are received, an Auction Sale may be conducted for the Purchased Assets at the Sale Hearing or at such time thereafter as agreed to by the parties and/or set by the Court. About Vascular Access Centers Vascular Access Centers -- https://www.vascularaccesscenters.com/ -- provides comprehensive dialysis access maintenance including thrombectomy and thrombolysis, fistulagrams, fistula maturation procedures, vessel mapping, central venous occlusion treatment and complete catheter services. Its centers offer an alternative setting for a wide spectrum of vascular interventional procedures, including central venous access for oncology, nutritional and medication delivery, venous insufficiency (including venous ulcer and non-healing ulcer treatments), peripheral arterial disease (PAD), limb salvage, uterine fibroid embolization and pain management. On Nov. 12, 2019, an involuntary Chapter 11 petition was filed against Vascular Access Centers (Bankr. E.D. Pa. Case Number. 19-17117). The petition was filed by creditors Philadelphia Vascular Institute, LLC, Metter & Company and Crestwood Associates, LLC. David Smith, Esq., at Smith Kane Holman, LLC, is the petitioners' counsel. On Nov. 13, 2019, the Debtor consented to the relief sought under Chapter 11. Judge Ashely M. Chan is the presiding judge. The Debtor tapped Dilworth Paxson LLP as its legal counsel. VISTRA CORP: S&P Downgrades ICR to 'BB', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Vistra Corp. to 'BB' from 'BB+' and its issue-level rating on the senior unsecured debt of its wholly owned subsidiary, Vistra Operations Co. LLC, to 'BB' from 'BB+'. The outlook is stable. S&P said, "We also affirmed our 'BBB-' ratings on Vistra Operations' senior secured debt. Our '1' recovery rating on the senior secured debt and our '3' recovery rating on the senior unsecured debt are unchanged. "The stable outlook reflects our view that, after the impact from one-time extreme winter weather, the integrated wholesale-retail model should allow Vistra's run-rate EBITDA to stabilize in the $3 billion-$3.2 billion range or adjusted debt to EBITDA at about 3.5x in 2022 (without capital allocation decisions that retire debt)." The rating action follows revised estimates of the financial costs from the winter storm that swept Texas in February. The company now estimates storm-related losses of approximately $2.1 billion, up from a range of $0.9 billion-$1.3 billion. S&P estimates a financial impact of about $1.4 billion on the wholesale business, including uplift to ERCOT (socialized costs of defaulting counterparties) and approximately $675 million on the retail business. Increased power costs including unaccounted for energy (UFE) charges and higher load obligation than originally provided by ERCOT in its initial settlement statements are the primary drivers. This included a significant increase in allocated UFE charges, coupled with a less-than-offsetting reduction in metered load. Vistra believes it can implement offsetting measures (monetization of certain commercial positions, operations and maintenance/selling, general, and administrative savings, etc.) of about $500 million that will mitigate the net financial impact to about $1.6 billion. S&P thinks about $350 million of these self-help initiatives have low execution risks. Following the winter storm, leverage increased over $3.0 billion as Vistra temporarily funded payments it had to make from revolver draws, a newly raised 364-day term loan A, and monetization of future capacity payments. While it paid down about $1.0 billion by the end of March, leverage is still about $2.25 billion higher than in December 2020, although cash on hand is also higher. S&P expects the company to term out the term loan A and pay down some callable debt from cash flows generated in the summer. However, that will leave Vistra's debt about $900 million-$1 billion higher (S&P estimates) at year-end 2021 than at year-end 2020. The company had about $9.5 billion of on-balance-sheet (and about $10.6 billion of debt after debt imputations) as of December 2020. Vistra's higher leverage results in the downgrade as we expect adjusted debt to EBITDA to lag expected financial measures through 2022. S&P said, "We now expect adjusted debt to EBITDA (based on a run-rate EBITDA for 2022) of about 3.5x, instead of the 2.8x the company reported at year-end 2020 (we impute about $1.1 billion in debt related to pensions, leases and asset retirement obligations). We do not expect leverage levels to start declining until Summer 2022, unless Vistra reprioritizes debt reduction from winter 2021-2022 cash flows." The financial impact is from a combination of factors, including: -- Fuel acquired for natural gas-fired units at substantially higher prices that substituted for lower generation from coal plants. -- Unavailability of gas-fired units due to outages and non-deliverability of fuel. S&P estimates between 3 and 5 gigawatts (GW) of generation was available to dispatch, but Vistra was unable to do so during peak scarcity periods because of fuel non-deliverability. -- Significant uplift to load based on Vistra's share of daily activity in the Electric Reliability Council of Texas (ERCOT) during the week of the storm. Vistra has received updated load data from ERCOT, including ERCOT's 55-day resettlement statements, resulting in a greater net short position than expected based on estimated load data. Some of these impacts were harder to estimate earlier as load data was being updated. S&P notes that residential load readings are based on smart meters and represent actual consumption amounts when settlements occurred the week of Feb. 22. Commercial and industrial load settlements, however, are based on estimates and eventually trued up 55 days from the transaction date. Vistra serves substantial business load in North Texas, where there were fewer blackout periods than in the Houston metropolitan area. S&P said, "We will reassess the company's business risk profile (BRP) once ERCOT reforms are implemented. Vistra has the largest exposure to ERCOT among independent power producers (IPP). We continue to assess Vistra's business risk profile as fair and its financial risk as significant. However, ERCOT likely requires market reforms and spending on its electric/gas infrastructure to remedy the issues the storm exposed. We note proposed Texas House and Senate bills are consistent with our expectation of reforms required to prevent events related to the storm." Backwardated power prices remain a concern for Vistra, though they have lifted over the past four years. A major risk that S&P assesses for all IPPs is the significant backwardation of forward power curves in markets such as ERCOT. However, over the past four years we observed that the forward markets are heavily influenced by a small number of power purchase agreement-related transactions in a relatively illiquid hedging market for outer years (more than two years out). The forward prices also do not appear to reflect any scarcity associated with the increasingly intermittent availability of resources. Therefore, forward power prices have consistently risen in the late summer (or fall) of the immediately preceding year of delivery as liquidity improved. This persistent lift is vital to Vistra's financial profile because we estimate its wholesale generation EBITDA will decline 25% in 2023 relative to 2020, before hedging and mitigation, based on the backwardation in power prices. Still, S&P notes that the ERCOT market has about 15 GW of thermal generation at risk if the forward curves remain weak. S&P said, "We don't expect a similar forward curve uplift this summer. Given the duration of the systemwide offer cap events this year, we expect the operating reserve demand curve price cap in ERCOT to be $2,000 per megawatt (MW) hour for the balance of 2021. We still think market conditions support the probability of tightness this summer, giving Vistra opportunities to transact and optimize its hedging positions. Still, to counter extreme weather-related risks, Vistra expects to reserve an incremental more than 1,000 MW generation length in peak seasons (for a total of more than 2,200 MW) and that it can manage the incremental merchant risk within forecast EBITDA guidance ranges." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Environmental factors-natural conditions The stable outlook reflects S&P Global Ratings' view that, after incorporating the impact from the one-time winter storm, the integrated wholesale retail model should allow Vistra's run-rate EBITDA to stabilize in the $3 billion-$3.2 billion range. Capacity payments and retail revenues generate almost 47% of Vistra's aggregate EBITDA, giving the company the ability to manage its adjusted debt to EBITDA at about 3.5x and adjusted funds from operations (FFO) to debt at about 25% through 2022. The outlook also incorporates our view that the less capital-intensive retail business will continue to provide a counter-cyclical hedge when wholesale margins decline while also generating solid cash flow conversion. S&P could revise the outlook to negative and lower ratings if: -- Debt to EBITDA increases to above 3.75x on a sustained basis; or -- FFO to debt declines below 20% on a sustained basis. S&P thinks expected deleveraging through 2022 could slow if the company makes capital allocation decisions in favor of share repurchases. Should Vistra monetize a part of its portfolio or enter joint venture arrangements, we would expect debt reduction commensurate with the reduction in its cash flows. Although not a consideration at this time, a strategic decision that takes the company private would be negative for credit. The company's performance through the pandemic raised confidence in the viability of the integrated business model. S&P could revise the outlook to positive and raise ratings in 2022 if: -- Market reforms implemented in ERCOT are geared toward reducing heightened systemic risk; and -- Adjusted debt to EBITDA declines below 3.25x and FFO to debt increases over 25%. With S&P's downgrade, the upward momentum toward investment grade has been slowed, even temporarily reversed, because of the financial setback. However, the potential to achieve investment-grade ratings has not been eliminated (but assumes market reforms will be implemented). From a financial perspective only, investment-grade ratings are possible if adjusted debt to EBITDA declines below 2.75x or adjusted FFO to debt increases above 28% on a sustained basis and free cash flow generation continues to be high even under a sustained $2.50-$2.75 per million Btu gas environment. WALKER COUNTY: Seeks to Expand Scope of Waller Lansden's Services ----------------------------------------------------------------- Walker County Hospital Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to expand the scope of services of its legal counsel, Waller Lansden Dortch & Davis, LLP. The Debtor needs the firm's legal services to pursue avoidance actions. These services include: (a) Pre-Suit. Waller will attempt to recover claims before an adversary proceeding is commenced and expenses are incurred. To procure settlements, the firm will, to the extent not already done, send a demand letter to each defendant explaining the preference liability and settlement offer. As part of the settlement process, the firm may share certain preference analysis reports with the defendants. (b) Suit. Once an action is commenced, Waller usually serves a summons and complaint, a cover letter explaining the party is being served, and appropriate local forms such as a notice of dispute resolution alternatives. The firm again will attempt to encourage the settlement option. The firm will receive contingency fees as follows: (a) Pre-Suit. Waller shall earn legal fees on a contingency basis of 15 percent of the cash value of any recoveries and the cash equivalent value of any claim waiver obtained from a potential defendant of an avoidance action after the firm issues a demand letter, but prior to initiating an avoidance action proceeding against such defendant. (b) Post Suit. Waller shall earn legal fees on a contingency basis of 22.5 percent of cash value of any recoveries and the cash equivalent value of any claim waiver obtained in connection with the settlement of any avoidance action after the firm initiates such avoidance action proceeding, but prior to obtaining a judgment in connection therewith. (c) Post Judgment. Waller shall earn legal fees on a contingency basis of 27.5 percent of the cash value of any recoveries and the cash equivalent value of any claim waiver obtained from a defendant after the firm obtains a judgment against such defendant. As disclosed in court filings, Waller is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ryan K. Cochran, Esq. Blake D. Roth, Esq. Tyler N. Layne, Esq. Courtney K. Stone, Esq. Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: Ryan.Cochran@wallerlaw.com Blake.Roth@wallerlaw.com Tyler.Layne@wallerlaw.com Courtney.Stone@wallerlaw.com About Walker County Hospital Corp. Walker County Hospital Corporation d/b/a Huntsville Memorial Hospital -- https://www.huntsvillememorial.com/ -- operates a community hospital located in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the Facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital Corporation sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-36300) on November 11, 2019, in Houston. At the time of filing, the Debtor was estimated with assets and liabilities both at $10 million to $50 million. The petition was signed by Steven Smith, chief executive officer. The Honorable David R. Jones is the case judge. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan Lewis as bankruptcy counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 23, 2019. The committee tapped Arent Fox LLP as legal counsel; Gray Reed & McGraw LLP as local counsel; and FTI Consulting, Inc. as financial advisor. WEINSTEIN CO: Victims' Attorney Slams Bid for Chapter 11 Fees ------------------------------------------------------------- Law360 reports that the attorney for an alleged victim of convicted rapist and disgraced film producer Harvey Weinstein ripped another accuser's request for $1.2 million in compensation and fees from The Weinstein Company's bankruptcy estate, arguing Thursday, April 27, 2021, the second woman's lawyers were using her as a "front" in an effort to recover from a failed class-action settlement. Thomas P. Giuffra of Rheingold Giuffra Ruffo & Plotkin LLP, representing Weinstein accuser Alexandra Canosa, argued that Louisette Geiss, another accuser and co-chair of the unsecured creditors committee in The Weinstein Company's Chapter 11 bankruptcy, was requesting "compensation for services rendered" to steer money to her attorneys. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WHITE STALLION: Plan Exclusivity Period Extended Until July 30 -------------------------------------------------------------- At the behest of the White Stallion Energy, LLC and its affiliates, Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the period in which the Debtors may file a Chapter 11 plan through and including July 30, 2021, and to solicit acceptances through and including September 28, 2021. These chapter 11 cases have presented various complex and time-consuming issues, including negotiating, resolving objections to and obtaining final approval of the consensual use of cash collateral; negotiating and obtaining authority to agree with Duke Energy Indiana, LLC; addressing numerous questions, concerns, and issues raised by vendors, governmental units, and other parties in interest; and marketing the Debtors' assets and commencing discussions with various potential purchasers. Throughout these chapter 11 cases, the Debtors' efforts have been focused upon the execution of a comprehensive effort to maximize the value of the Debtors' assets for the benefit of their creditors. From the outset of these chapter 11 cases, the Debtors have worked, and continue to work, diligently with the multiple parties, including their prepetition lenders, the Committee, and certain other parties in interest, to consensually resolve issues and reach outcomes that will provide the framework for the ultimate conclusion of these chapter 11 cases. The Debtors have acted in good faith to achieve the most value from their assets. The Debtors have no ulterior motive and are in no way seeking an extension to pressure creditors. Since filing these chapter 11 cases, the Debtors have taken numerous affirmative steps to reduce costs and ensure that administrative expenses are paid. The requested extension of the Exclusive Periods will not prejudice the legitimate interests of creditors, as the Debtors continue to pay their undisputed post-petition obligations. Another concern of the Debtors is the different deadlines of Exclusive Periods of one of their affiliates. The Exclusive Filing Period for the Debtors other than Eagle River was set on April 1, 2021, and the Exclusive Solicitation Period for the Debtors other than Eagle River currently expires on May 31, 2021. The Exclusive Filing Period for Eagle River currently expires on May 26, 2021, and the Exclusive Solicitation Period for Eagle River currently expires on July 25, 2021. Notwithstanding Eagle River's Exclusive Periods occurring later than the other Debtors' Exclusive Periods, due to Eagle River's later filing date, the Debtors request that the Court extend the Exclusive Periods to the dates identified in the Order so that the Exclusive Periods for all Debtors, including Eagle River, are identical. The Debtors believe that this would provide the most efficient and economical relief by avoiding a scenario where Eagle River would need to seek separate relief related to extensions of its Exclusive Periods. The extensions will provide sufficient time for the Debtors for the negotiations regarding various issues and build consensus for a value-maximizing conclusion to these cases, including potentially the proposal of a chapter 11 plan, without distraction or delay of competing efforts to file, solicit, and confirm a plan. A copy of the Debtors' Motion to extend is available at https://bit.ly/3vv5aXV from Primeclerk.com. A copy of the Court's Extension Order is available at https://bit.ly/3e59uqX from Primeclerk.com. About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 to develop and operate surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On December 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on December 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Honorable Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as its financial advisor. WILLIAMS TRANSPORTATION: Case Summary & 9 Unsecured Creditors ------------------------------------------------------------- Debtor: Williams Transportation Co, LLC 46 Doncurt Road Laurel, MS 39440 Business Description: Williams Transportation Co. operates in the general freight trucking industry. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 21-50539 Judge: Hon. Katharine M. Samson Debtor's Counsel: Douglas M. Engell, Esq. DOUG ENGELL PO Box 309 Marion, MS 39342 Tel: 601-693-6311 E-mail: dengell@dougengell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott A. Williams, member and manager. A copy of the Debtor's list of nine unsecured creditors is available for free at: https://www.pacermonitor.com/view/PFXMK4Q/Williams_Trasnportation_Co_LLC__mssbke-21-50539__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OKD3DJA/Williams_Trasnportation_Co_LLC__mssbke-21-50539__0001.0.pdf?mcid=tGE4TAMA WR GRACE: Moody's Puts Ba3 CFR Under Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed W.R. Grace & Co.-Conn.'s Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 first lien senior secured credit facility and B1 senior unsecured notes ratings on review for downgrade. The SGL-1 Speculative Grade Liquidity rating is unchanged. The outlook has been changed to ratings under review from stable. The review follows the announcement that Standard Industries Holdings Inc., the parent company of Standard Industries Inc., will acquire W.R. Grace & Co. in an all-cash transaction valued at approximately $7.0 billion. "The review for downgrade follows the announced acquisition by Standard Industries Inc. which is expected to add additional debt and further weaken credit metrics," said Domenick R. Fumai, Moody's Vice President and lead analyst for W.R. Grace & Co.-Conn. On Review for Downgrade: Issuer: W.R. Grace & Co.-Conn. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review Downgrade, currently Ba3-PD Senior Secured 1st Lien Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 (LGD5) Outlook Actions: Issuer: W.R. Grace & Co.-Conn. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE/ FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Grace announced that they have entered into a definitive agreement to be acquired by Standard Industries Holdings Inc. Under the terms of the agreement, Standard Industries and its related investment platform 40 North Management LLC (40 North), which holds 14.9% of Grace's outstanding common stock, will acquire all of the outstanding shares of Grace common stock for $70 per share in cash for a total transaction valued at approximately $7.0 billion. Moody's review will focus on Grace's revised capital structure, including the additional debt on the balance sheet, the ability to delever as well as the company's financial and operational policies under its new ownership. The proposed transaction is credit negative for Grace as it will incur additional debt to a balance sheet that was already stretched following the announced acquisition of Albemarle's Fine Chemistry Services business for $570 million. Moody's expects Grace to remain highly leveraged over the next two years and that adjusted Debt/EBITDA will now exceed previous thresholds for the Ba3 rating. While Grace is expected to operate independently as a portfolio company, Standard Industries has an aggressive financial policy, including substantial dividend payments to its owners. The principal methodology used in these ratings was Chemical Industry published in March 2019. Headquartered in Columbia, MD, W.R. Grace & Co. is the ultimate parent of W.R. Grace & Co.- Conn. Grace manufactures specialty chemicals and materials operating and/or selling in over 60 countries. The company has two reporting segments: Catalysts Technologies and Materials Technologies. Catalysts Technologies is a globally diversified business that includes refining, polyolefin and chemicals catalysts. Materials Technologies includes specialty materials such as silica-based and silica-alumina-based materials used in consumer/pharmaceutical, chemical processes and coatings applications. Grace generated approximately $1.73 billion of sales for the year ended December 31, 2020. Standard Industries Inc., headquartered in Parsippany, NJ, is the leading manufacturer and marketer of roofing products and accessories with operations primarily in North America and Europe. The company manufactures and sells residential and commercial roofing and waterproofing products, insulation products, aggregates, specialty construction and other products. [^] BOND PRICING: For the Week from April 26 to 30, 2021 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Adient US LLC ADNT 7.000 107.204 5/15/2026 Adient US LLC ADNT 7.000 108.056 5/15/2026 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 19.250 10/15/2023 Basic Energy Services Inc BASX 10.750 18.810 10/15/2023 Briggs & Stratton Corp BGG 6.875 8.500 12/15/2020 Buffalo Thunder Development Authority BUFLO 11.000 50.007 12/9/2022 Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Dean Foods Co DF 6.500 1.733 3/15/2023 Dean Foods Co DF 6.500 0.430 3/15/2023 ENSCO International Inc VAL 7.200 10.088 11/15/2027 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 0.976 0.072 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 35.198 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 35.949 7/15/2023 FedEx Corp FDX 0.700 100.967 5/13/2022 Federal Home Loan Banks FHLB 0.500 99.767 4/5/2024 Federal Home Loan Mortgage Corp FHLMC 0.250 99.818 5/4/2023 Federal Home Loan Mortgage Corp FHLMC 0.650 99.887 2/4/2025 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Frontier Communications Corp FTR 8.750 68.750 4/15/2022 Frontier Communications Corp FTR 9.250 70.500 7/1/2021 Frontier Communications Corp FTR 6.250 66.838 9/15/2021 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTT 7.875 15.359 12/31/2024 GTT Communications Inc GTT 7.875 27.750 12/31/2024 Goodman Networks Inc GOODNT 8.000 37.936 5/11/2022 High Ridge Brands Co HIRIDG 8.875 1.135 3/15/2025 High Ridge Brands Co HIRIDG 8.875 1.135 3/15/2025 Liberty Media Corp LMCA 2.250 47.623 9/30/2046 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 15.750 7/1/2026 Navajo Transitional Energy Co LLC NVJOTE 9.000 65.500 10/24/2024 Nine Energy Service Inc NINE 8.750 41.503 11/1/2023 Nine Energy Service Inc NINE 8.750 41.479 11/1/2023 Nine Energy Service Inc NINE 8.750 41.324 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.878 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 90.114 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 90.114 6/1/2021 Pride International LLC VAL 6.875 18.000 8/15/2020 Pride International LLC VAL 7.875 18.000 8/15/2040 Raymond James Financial Inc RJF 3.625 112.119 9/15/2026 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 38.923 8/1/2024 Rolta LLC RLTAIN 10.750 1.729 5/16/2018 SG Structured Products Inc SOCGEN 4.450 100.000 5/5/2021 Sears Holdings Corp SHLD 8.000 3.553 12/15/2019 Sears Holdings Corp SHLD 6.625 2.802 10/15/2018 Sears Holdings Corp SHLD 6.625 2.802 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.254 10/15/2027 Sears Roebuck Acceptance SHLD 7.000 0.592 6/1/2032 Sears Roebuck Acceptance SHLD 6.500 0.811 12/1/2028 Sears Roebuck Acceptance SHLD 6.750 0.403 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Transworld Systems Inc TSIACQ 9.500 31.875 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 45.920 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 47.960 8/15/2021 ********* 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 ***