/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210507.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 7, 2021, Vol. 25, No. 126 Headlines 2501 DEL LAGO: Seeks to Hire Adam I. Skolnik as Legal Counsel 511 GROUP: Asks Court to Extend Plan Exclusivity Until July 25 AEGIS FILMS: Case Summary & 9 Unsecured Creditors AGILITI HEALTH: Moody's Upgrades CFR to B1 Following IPO AKOUSTIS TECHNOLOGIES: Incurs $10.2 Million Net Loss in 3rd Quarter AKOUSTIS TECHNOLOGIES: Incurs $10.2-Mil. Net Loss in Third Quarter ALGON CORP: Wins Court OK to Access Cash Collateral Thru June 16 ALLIED SYSTEMS: Court Awards $57.4 Million to Chapter 11 Estate ALPHA METALLURGICAL: Four Proposals Passed at Annual Meeting ALPINE 4 HOLDINGS: Unit to Acquire All Outstanding Shares of TDI ANDINA GOLD: Incurs $11.8 Million Net Loss in 2020 APOLLO ENDOSURGERY: Incurs $4.6 Million Net Loss in First Quarter APOLLO ENDOSURGERY: Makes Appointment to Commercial Leadership Team AVEANNA HEALTHCARE: Moody's Raises CFR to B2 Following IPO AVID BIOSERVICES: Merges With Subsidiary Avid SPV BABCOCK & WILCOX: Proposes $50 Million Preferred Stock Offering BASIC ENERGY: Completes Sale-Leaseback Transaction BASIC ENERGY: Enters Into New $10 Million Term Loan Facility BAUSCH HEALTH: Fitch Alters Outlook on 'B' IDRs to Negative BAUSCH HEALTH: Revised Leverage Target No Impact on Moody's B2 CFR BCP RENAISSANCE: Moody's Affirms B2 CFR, Outlook Negative BETTER CHOICE: Incurs $59.3 Million Net Loss in 2020 BLACK DIRT: Seeks Approval to Hire Paul Khoury as Accountant BOY SCOUTS OF AMERICA: Abuse Survivors Say Disclosures Insufficient BOY SCOUTS OF AMERICA: AW/JLC Claimants Say Disclosures Inadequate BRAZOS ELECTRIC: Creditors Tap Lazard Freres as Investment Banker BRILLIANT ENERGY: Sells Residential Contractors to Octopus for $2M BYRNA TECHNOLOGIES: Commences Trading on Nasdaq C & F STURM: Seeks to Hire Menchaca & Company as Accountant C.R.M. OF SPARTA: Patient Care Ombudsman Files First Report C.R.M. OF WARRENTON: Patient Care Ombudsman Submits First Report CARBONLITE: Pet Recycling Facility for Auction in Bankruptcy Case CHIM INTERNATIONAL: Case Summary & 17 Unsecured Creditors CHS/COMMUNITY HEALTH: Fitch Rates 2030 Jr. Priority Sec. Notes 'CC' CHS/COMMUNITY HEALTH: Moody's Rates New Jr. Secured Notes 'Caa3' CLARK EQUIPMENT: Moody's Rates New Secured Term Loan Add-on 'Ba3' COLUMBUS MCKINNON: Moody's Rates New First Lien Bank Facilities Ba2 COMMUNITY HEALTH: Unit to Offer $1.4-Bil. of Secured Notes Due 2030 CONAIR HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable COUNTRY FRESH: Country Fresh, Sun Rich Operate as One After Sale CSI COMPRESSCO: Incurs $14.5 Million Net Loss in First Quarter DCR ENGINEERING: Case Summary & 20 Largest Unsecured Creditors DIOCESE OF ROCKVILLE: Westerman Ball Represents Parish Group DISCOVERY DAY: Wins May 14 Plan Exclusivity Extension DIVIDE & CONQUER: Court Denies Mooted Cash Collateral Request DIVISION HOLDING: Moody's Assigns First Time B3 Corp. Family Rating EASTSIDE DISTILLING: Incurs $9.9 Million Net Loss in 2020 ELDORADO GOLD: Moody's Affirms B2 CFR, Outlook Remains Stable EMAGIN CORP: Incurs $11.4 Million Net Loss in 2020 ENSONO HOLDINGS: Moody's Assigns B3 CFR Following KKR Acquisition ESSAR STEEL MINNESOTA: Court Revives Ch.11 Claims vs. Ex-Execs FORD MOTOR: Fitch Affirms 'BB+' LT IDR & Alters Outlook to Stable FUTURUM COMMUNICATIONS: Taps Cook Forensics as Accountant GAUCHO GROUP: Appoints Bill Allen as Director GIRARDI & KEESE: Owner's Southern CA Mansion Listed for $13 Million GOGO INC: Enters Into $825 Million Credit Facilities GREENSILL CAPITAL: Margaret Stock Out as Committee Member GTT COMMUNICATIONS: Lenders Extend 10-K Filing Deadline to May 10 HEALTHIER CHOICES: Informs Stockholders of Rights Offering Terms HELPSYSTEMS: Moody's Affirms B3 CFR Following Recapitalization HERTZ CORPORATION: JP Morgan, Fidelity Lead Bondholders Group HERTZ GLOBAL: Bidding War Builds With New Centerbridge Counteroffer I-LOGIC TECHNOLOGIES: Moody's Rates New $350MM Secured Notes 'B2' IBIO INC: Signs $28 Million Settlement With Fraunhofer USA INW MANUFACTURING: Moody's Assigns First Time 'B3' CFR ISLET SCIENCES: Solicitation Exclusivity Extended Thru May 18 JEVIC HOLDING:Chapter 7 Trustee Cannot Pursue Ex-Committee's Claims JTS TRUCKING: June 24 Hearing on Plan Disclosures KALEYRA INC: Incurs $26.8 Million Net Loss in 2020 LEGACY EDUCATION: Posts $16 Million Net Income in 2020 LEGACY EDUCATION: Subsidiary Closes on $1.9 Million PPP Loan LIVEXLIVE MEDIA: Appoints Nike's VP to Board of Directors M/I HOMES: Fitch Raises LongTerm IDR to 'BB', Outlook Stable MAGENTA BUYER: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable MARX STEEL: Unsecured Creditors Last to Be Paid in Liquidating Plan MEG ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Stable MIDCAP FINANCIAL: Fitch Assigns BB Rating on $875MM Unsec. Notes MY FL MANAGEMENT: May Use Cash Collateral Thru June 28 NATIONAL RIFLE ASSOCIATION: Unsecured Creditors to Get 100% in Plan NEONODE INC: Appoints New VP for Sales in the Americas OBITX INC: Delays Filing of Fiscal 2020 Annual Report OLIN CORP: Moody's Alters Outlook on Ba2 CFR to Stable OMEGA SPORTS: Gets OK to Use Fidelity Bank's Cash Thru June 27 ON MARINE: Wants Plan Exclusivity Extended Thru July 2 ORIGINCLEAR INC: Designates 3,390 Shares as Series W Pref. Stock PALM BEACH: Court Approves Disclosure Statement PARALLAX HEALTH: Capt. Withrow Resigns as Director PARAMOUNT RESOURCES: Moody's Assigns B2 CFR, Outlook Positive PENN VIRGINIA: Fitch Rates Proposed Unsec. Notes Due 2028 'B' PETROTEQ ENERGY: Interim CEO Reports 5.67% Equity Stake PETROTEQ ENERGY: Issues 26.3M Shares, Settles $600,000 Debenture PETROTEQ ENERGY: Restarts Oil Production After Process Enhancements PHILIPPINE AIRLINES: Informs Lessors of Its Plan to File Chapter 11 PIERCE CONTRACTORS: Creditors Say Plan Not Filed in Good Faith PIERCE CONTRACTORS: US Trustee Says Amended Plan Still Not Feasible PLANET HOME: Moody's Assigns First Time B2 Corp. Family Rating PORTOFINO TOWERS: Seeks to Extend Plan Exclusivity Until July 25 POWER SOLUTIONS: Swings to $23 Million Net Loss in 2020 POWER SOLUTIONS: To Hold Annual Meeting on July 15 QUAD/GRAPHICS INC: Fitch Gives FirstTime 'B+' IDR, Outlook Stable RENEWABLE ENERGY: Moody's Assigns First Time B1 Corp. Family Rating RIVERBEND ENVIRONMENTAL: June 24 Hearing on Plan Disclosures ROLLING HILLS: Seeks to Hire Floodman Law as Special Counsel SEABURY: Fitch Assigns BB Rating on $82MM Revenue Bonds SEADRILL LTD: Lenders Agree to Extend Cash Use SHAMROCK FINANCE: Kevin Clancy Appointed as Examiner SHIFTPIXY INC: Incurs $6.2M Net Loss in Qtr Ended Feb. 28 SHIFTPIXY INC: Reveals Sponsorship of Four SPAC Offerings SIGNATURE AVIATION: Moody's Lowers $650MM Sr. Unsecured Notes to B1 SILVERLIGHT BUSINESS: Wins Interim Cash Collateral Access SIO GENE: Board OKs Performance Bonus for Chief Research Officer SITO MOBILE: Plan Exclusivity Period Extended Until May 11 SPECTRUM GLOBAL: Appoints Daniel Sullivan as CFO SPRY PUBLISHING: Obtains Permission to Use $28K of Cash Collateral SRAM LLC: Moody's Rates New $1.1BB Secured Term Loan 'B1' STEM HOLDINGS: Receives C$10.3-Mil. From Marketed Offering of Units SUITABLE TECHNOLOGIES: Seeks July 20 Plan Exclusivity Extension SUMMIT MATERIALS: Moody's Hikes CFR to Ba3, Outlook Stable SUPERCONDUCTOR TECHNOLOGIES: Incurs $3 Million Net Loss in 2020 SUSGLOBAL ENERGY: Incurs $2 Million Net Loss in 2020 TALK VENTURE: Court Approves Disclosure Statement TD HOLDINGS: Siyuan Zhu Quits as Director, Audit Committee Chair TELKONET INC: Reports $3.2 Million Net Loss for 2020 THERMASTEEL INC: Unsecureds to Recover 100% in Trustee Plan TIER ONE: Seeks to Hire Robert O Lampl Law as Special Counsel TLASJ LLC: U.S. Trustee Unable to Appoint Committee TOYS 'R' US: Creditors Request for Jury Trial on Executive Stay Pay TRANSOCEAN LTD: Reports $99 Million Net Loss for First Quarter TRAVEL+LEISURE CO: Fitch Affirms 'BB-' LT Rating, Outlook Negative TRAVERSE MIDSTREAM: Moody's Affirms B3 CFR on Stable Cash Flow US CONCRETE: Moody's Upgrades CFR to B1 on Strong Market Position VANDEVCO LIMITED: Cerner Middle East Says Disclosures Inaccurate VISTAGEN THERAPEUTICS: Appoints New Chief Commercial Officer VISTRA CORP: Fitch Affirms 'BB+' LT IDR, Outlook Stable W.F. GRACE: Plan Hearings Continued to June 23 WESTERN ALLIANCE: Moody's Rates Non-Cumulative Pref. Stock '(P)Ba1' WESTERN ROBIDOUX: Seeks to Hire Spencer Fane as Special Counsel ZIM CORPORATION: Incurs $30K Net Loss in Qtr Ended Dec. 31 [*] Kansas, Western Missouri Bankruptcy Filings Continue to Decline [*] Steady Increase of New Bankruptcy Filings in April 2021 [] Claims Trading Report - April 2021 [^] BOOK REVIEW: Oil Business in Latin America: The Early Years ********* 2501 DEL LAGO: Seeks to Hire Adam I. Skolnik as Legal Counsel ------------------------------------------------------------- 2501 Del Lago, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire the Law Office of Adam I. Skolnik, P.A. as its bankruptcy counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties and in its relationship with creditors, any official committee, the Office of the U.S. Trustee and other interested parties; b. advise the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements, the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules and the rules of the court, as it relates to the administration of the Debtor's Chapter 11 case; c. assist the Debtor in the investigation and pursuit of property of the estate and sale of its assets; d. assist the Debtor in formulating and seeking approval of a disclosure statement and Chapter 11 plan; e. prepare legal documents; f. protect the interest of the Debtor in all matters pending before the bankruptcy court; g. represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; and h. perform all other necessary functions for the proper administration of the bankruptcy estate. The Law Office of Adam I. Skolnik will be paid at these rates: Attorneys $450 per hour Paralegals $125 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The retainer fee is $8,434, inclusive of the filing fee. Adam Skolnik, Esq., a partner at the Law Office of Adam I. Skolnik, 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. Adam I. Skolnik can be reached at: Adam I. Skolnik, Esq. Law Office of Adam I. Skolnik, P.A. 1761 West Hillsboro Blvd., Suite 201 Deerfield Beach, FL 33442 Tel: (561) 265-1120 Fax: (561) 265-1828 Email: asklnik@skolniklawpa.com About 2501 Del Lago 2501 Del Lago, LLC is the fee simple owner of a property located at 2501 Del Lago Dr., Ft. Lauderdale, Fla., having a current value of $5.03 million. 2501 Del Lago filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13678) on April 19, 2021. Walter Garcia, manager, signed the petition. At the time of the filing, the Debtor disclosed $5,033,590 in assets and $3,490,994 in liabilities. The Law Office of Adam I. Skolnik, P.A. serves as the Debtor's legal counsel. 511 GROUP: Asks Court to Extend Plan Exclusivity Until July 25 -------------------------------------------------------------- Debtor 511 Group LLC requests the U.S. Bankruptcy Court for the Southern District of Florida to extend by 90 days the exclusive periods during which the Debtor may amend the plan of reorganization and disclosure statement and to solicit acceptances until July 25, 2021. The Debtor and Creditors have been negotiating toward a consensual plan, but additional time is needed due to continued state court litigation, and delays caused by the COVID-19 pandemic. The Debtor requested an exclusivity extension within which the Debtor may solicit acceptances within which to negotiate with creditors or to amend the plan of reorganization and disclosure statement since the Debtor needs more time to resolve issues in this case. A copy of the Debtor's Motion to extend is available at https://bit.ly/2RiFAqu from PacerMonitor.com. About 511 Group LLC 511 Group LLC, a Miami Beach, Fla.-based limited liability company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21098) on October 12, 2020. In its petition, the Debtor estimated both assets and liabilities to be between $100,001 and $500,000. Judge A. Jay Cristol presides over the case. Joel M. Aresty P.A. is the Debtor's legal counsel. AEGIS FILMS: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: Aegis Films, Inc. FKA Comfort Vision Distributing, Inc. 3400 Rivergreen Court Suite 400 Duluth, GA 30096 Chapter 11 Petition Date: May 5, 2021 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 21-53568 Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. Building 24, Suite 350 1640 Powers Ferry Road Marietta, GA 30067 Tel: (770) 984-2255 Fax: (678) 623-5109 Email: paul.marr@marrlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Barry D. Edwards, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7LDAIUY/Aegis_Films_Inc__ganbke-21-53568__0001.0.pdf?mcid=tGE4TAMA AGILITI HEALTH: Moody's Upgrades CFR to B1 Following IPO -------------------------------------------------------- Moody's Investors Service upgraded Agiliti Health, Inc.'s Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. Moody's also affirmed the B1 rating on the company's first lien credit facilities and assigned a SGL-1 Speculative Grade Liquidity rating. The outlook remains stable. The upgrade of the company's Corporate Family Rating reflects the company's lower debt levels following its initial public offering. The company raised approximately $423 million in gross proceeds from the IPO. Proceeds from the IPO were used to repay in full the (unrated) $240 million second lien loan, $80 million of its first lien term loan and outstandings under its revolving credit facility. Moody's estimates gross debt/EBITDA, pro-forma for the IPO as well as the partly debt-financed acquisition of Northfield Medical (which closed in March 2021), was around 4.7 times as of December 31, 2020. Moody's expects Agiliti will remain moderately leveraged with debt/EBITDA remaining around the low to mid four times range, absent any material acquisitions, over the next 12 to 18 months. The affirmation of the B1 rating assigned to the company's first lien credit facilities, the same as the company's B1 Corporate Family Rating, reflects that they are the preponderance of debt in the capital structure following the repayment of the second lien term loan. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectations that Agiliti will maintain a very good liquidity profile over the next 12 to 18 months. Moody's expects the company will generate positive free cash flow in the $80 million range. The company also has access to a $250 million revolving credit facility which is currently unused. Rating Actions: Agiliti Health Inc. Upgrades: Corporate Family Rating to B1 from B2 Probability of Default Rating to B1-PD from B2-PD Affirmations Senior secured first lien credit facilities at B1 (LGD4 from LGD3) Assignments: Speculative Grade Liquidity rating at SGL-1 Outlook Actions: The outlook remains stable. Rating Rationale Agiliti's B1 Corporate Family reflects its moderately high leverage, with debt/EBITDA expected to remain in the low to mid four times range over the next 12 to 18 months. While the company remains 76% owned by PE sponsor Thomas H. Lee Partners L.P following its IPO, Moody's expects financial policies will be somewhat more balanced as a public company. That said, Moody's expects the company will remain acquisitive, noting it undertook two large acquisitions with a total combined purchase price of $563 million in the past 18 months. Agiliti benefits from its fully national presence, with around 90% of acute care locations located in the company's service territory. Moody's believes the COVID-19 pandemic has likely increased demand for the company's services over the longer term, as healthcare providers and government agencies will be increasingly focused on managing medical equipment needs. In the near term, however, there may be some quarter-to-quarter volatility in revenue, depending on the impact of the pandemic on healthcare demand for temporary equipment needs. The company's ratings are also constrained by its moderate scale and narrow focus on medical equipment. Agiliti also generates somewhat limited free cash relative to its debt, due to its high capital expenditure needs. However, Moody's expects the company's capital expenditures relative to revenues will continue to decline as the company expands areas such as equipment management, which is less capital intensive. The stable outlook reflects Moody's expectations that Agiliti will successfully execute its growth strategy which will be evidenced by improved operating earnings and free cash flow over time. ESG factors are a consideration in Agiliti's ratings. While the company has no direct reimbursement risks from public payors, its customers, which include acute care hospitals, have significant levels of social risk arising from high levels of government payors. As a result, any pressures on its customers that could arise from proposals by legislators or regulators that lower reimbursement to the healthcare industry could impact the demand, and pricing, for Agiliti's services. From a governance perspective the company has elevated governance risks as it remains majority owned by affiliates of Thomas H. Lee Partners L.P. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Agiliti sustains its longer-term track record of sustained organic revenue growth (aside from temporary impacts resulting from the COVID-19 pandemic) and balanced capital allocation priorities. Quantitatively ratings could be upgraded if debt/EBITDA is sustained below 4 times and free cash flow to debt is sustained above 10% while maintaining a good liquidity profile. Ratings could be downgraded if Agiliti's operating performance were pressured or the company's financial policies became more aggressive. Quantitatively ratings could be downgraded if debt/EBITDA is sustained above five times or liquidity were to erode. Headquartered in Minneapolis, MN, Agiliti serves more than 7,000 national, regional and local acute care and alternative site healthcare providers across the U.S. The company provides services across 3 primary service lines: Onsite Managed Services, Clinical Engineering Services, and Equipment Solutions. Fiscal 2020 revenues were approximately $773 million. Following its April 2021 IPO, affiliates of Thomas H. Lee Partners L.P. own approximately 76% of the company, with the balance publicly held. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AKOUSTIS TECHNOLOGIES: Incurs $10.2 Million Net Loss in 3rd Quarter ------------------------------------------------------------------- Akoustis Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10.18 million on $2.52 million of revenue for the three months ended March 31, 2021, compared to a net loss of $7.77 million on $363,000 of revenue for the three months ended March 31, 2020. For the nine months ended March 31, 2021, the Company reported a net loss of $34.04 million on $4.46 million of revenue compared to a net loss of $26.06 million on $1.42 million of revenue for the nine months ended March 31, 2020. As of March 31, 2021, the Company had $125.18 million in total assets, $7.55 million in total liabilities, and $117.63 million in total stockholders' equity. As of March 31, 2021, the Company had cash and cash equivalents of $90.4 million and working capital of $88.3 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. As of April 26, 2021, the Company had $87.9 million of cash and cash equivalents, which the Company expects to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-Q. These funds will be used to fund the Company's operations, including capital expenditures, R&D, commercialization of its technology, development of its patent strategy and expansion of its patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except pursuant to its ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper Sandler & Co., the Company has no commitments or arrangements to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. The Company said that if it is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1584754/000121390021024064/f10q0321_akoustistechnologie.htm About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $36.14 million for the year ended June 30, 2020, compared to a net loss of $29.25 million for the year ended June 30, 2019, and a net loss of $21.74 million for the year ended June 30, 2018. AKOUSTIS TECHNOLOGIES: Incurs $10.2-Mil. Net Loss in Third Quarter ------------------------------------------------------------------ Akoustis Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10.18 million on $2.52 million of revenue for the three months ended March 31, 2021, compared to a net loss of $7.77 million on $363,000 of revenue for the three months ended March 31, 2020. For the nine months ended March 31, 2021, the Company reported a net loss of $34.04 million on $4.46 million of revenue compared to a net loss of $26.06 million on $1.42 million of revenue for the nine months ended March 31, 2020. As of March 31, 2021, the Company had $125.18 million in total assets, $7.55 million in total liabilities, and $117.63 million in total stockholders' equity. As of March 31, 2021, the Company had cash and cash equivalents of $90.4 million and working capital of $88.3 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. As of April 26, 2021, the Company had $87.9 million of cash and cash equivalents, which the Company expects to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-Q. These funds will be used to fund the Company's operations, including capital expenditures, R&D, commercialization of its technology, development of its patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except pursuant to its ATM Equity OfferingSM Sales Agreement with BofA Securities, Inc. and Piper Sandler & Co., the Company has no commitments or arrangements to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1584754/000121390021024064/f10q0321_akoustistechnologie.htm About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $36.14 million for the year ended June 30, 2020, compared to a net loss of $29.25 million for the year ended June 30, 2019. As of Dec. 31, 2020, the Company had $77.57 million in total assets, $31.08 million in total liabilities, and $46.48 million in total stockholders' equity. ALGON CORP: Wins Court OK to Access Cash Collateral Thru June 16 ---------------------------------------------------------------- Judge Robert A. Mark authorized Algon Corporation to continue using cash collateral on an interim basis through June 16, 2021 to pay its payroll and other ordinary course expenses, pursuant to a Court-approved budget. The Court ruled that, as adequate protection: * the Debtor will grant BBVA and EXIM Bank a post-petition replacement lien on all assets including cash, accounts receivable and inventory to the extent of any valid perfected pre-petition lien held by BBVA and a 507(b) priority pursuant to Section 507(b) of the Bankruptcy Code with respect to any loss of adequate protection, subject only to U.S. Trustee fees. * the Debtor will stipulate for itself only, and solely with respect to the United States collateral, that on the Petition Date, BBVA had a first priority perfected lien and claim, and EXIM Bank, as assignee of BBVA, also has a first priority perfected lien and claim. BBVA and ExIm Bank are collectively the holders of a first priority lien and security interests in the assets pursuant to the Debtor's respective security agreements and financing statements with BBVA and EXIM Bank. * the Debtor shall deliver on or by the last day of the month beginning May, 2021, $50,000 to EXIM Bank and BBVA as follows: $27,967 to EXIM Bank, representing 55.934%; and $22,033 to BBVA representing 44.066%. * EXIM Bank, as BBVA's assignee, and BBVA shall have a perfected post-petition lien against post-petition assets, including accounts receivable, cash and inventory, to the same extent and with the same validity and priority as its pre-petition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the Order is available for free at https://bit.ly/2QU0jks from PacerMonitor.com. Continued hearing on the Debtor's use of cash collateral is set for June 16, 2021 at 2 p.m. by Zoom Meeting. About Algon Corporation Miami, Fla.-based Algon Corporation -- https://www.algon.com/ -- is a worldwide distributor of raw materials and industrial parts for the pharmaceutical, cosmetic, and food industries. Algon Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-18864) on July 1, 2019. In the petition signed by its president, Alfredo Suarez, the Debtor was estimated to have assets and liabilities of less than $10 million. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Geoffrey S. Aaronson, Esq., at Aaronson Schantz Beiley P.A. ALLIED SYSTEMS: Court Awards $57.4 Million to Chapter 11 Estate --------------------------------------------------------------- Law360 reports that a Chapter 11 trustee has won a fight in Delaware for a $57.4 million breach of contract recovery benefiting the estate of bankrupt Allied Systems Holdings Inc., with simple interest from 2009 under governing New York law nearly doubling the potential award to more than $110 million. Judge Christopher S. Sontchi's decision, filed late Tuesday, May 4, 2021, went against Yucaipa Cos. LLC and its affiliate on the breach of contract claim, made by the former Georgia-based car-hauler, and based on a payment due in August 2009. About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second-lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three-member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., represented by Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP. First Lien Agent, Black Diamond Commercial Finance, L.L.C., represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings, Inc., has changed its name to ASHINC Corporation. * * * ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, co-proposed by the Committee and the first lien agents. The Plan provides that certain of the Debtors' assets, the Litigation Trust Assets, will vest in the Allied Litigation Trust, and the remainder of the Debtors' assets, including the proceeds from the sale of substantially all of the Debtors' assets, will either revest in the Reorganized Debtors or be distributed to the Debtors' creditors. ALPHA METALLURGICAL: Four Proposals Passed at Annual Meeting ------------------------------------------------------------ Alpha Metallurgical Resources, Inc. held its Annual Meeting of Stockholders on April 29, 2021 via internet webcast at which the stockholders: (a) elected Kenneth S. Courtis, Albert E. Ferrara, Jr., Elizabeth A. Fessenden, Michael J. Quillen, Daniel D. Smith, David J. Stetson, and Scott D. Vogel as directors for a term of one year; (b) did not approve an amendment of the Company's certificate of incorporation to replace stockholder supermajority approval requirements with majority approval requirements; (c) approved an increase in the number of shares of the Company's common stock reserved for awards under the Company's 2018 Long-Term Incentive Plan by 500,000 shares; (d) ratified RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; and (e) approved the Company's executive compensation. On April 28, 2021, the Compensation Committee of the board of directors adopted an Executive Officer Incentive Compensation Recoupment (Clawback) Policy, effective as of that date. The policy provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. About Alpha Metallurgical Alpha Metallurgical Resources (NYSE: AMR) (f/k/a Contura Energy) -- www.AlphaMetResources.com -- is a Tennessee-based mining company with operations across Virginia and West Virginia. Alpha Metallurgical reported a net loss of $446.90 million for the year ended Dec. 31, 2020, compared to a net loss of $316.32 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.68 billion in total assets, $1.47 billion in total liabilities, and $200.10 million in total stockholders' equity. * * * As reported by the TCR on Dec. 22, 2020, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on U.S.-based coal producer Contura Energy Inc. and revised the liquidity assessment to less than adequate. S&P said, "We view Contura's business as vulnerable due to declining thermal demand and prices, which is driving the company to exit these operations and begin reclamation work at some of its mines." In April 2020, Moody's Investors Service downgraded all long-term ratings for Contura Energy, Inc., including the Corporate Family Rating to Caa1 from B3. "Contura has idled the majority of its mines due to weak market conditions. Moody's expects that demand for metallurgical coal will weaken further in the near-term as blast furnace steel producers adjust to reduced demand due to the Coronavirus," said Ben Nelson, Moody's vice president -- senior credit officer and lead analyst for Contura Energy, Inc. "The rating action is entirely driven by macro-level concerns resulting from the global outbreak of coronavirus." ALPINE 4 HOLDINGS: Unit to Acquire All Outstanding Shares of TDI ---------------------------------------------------------------- Alpine 4 Holdings, Inc.'s wholly owned subsidiary A4 Defense Services, Inc., had entered into a Stock Purchase Agreement with Thermal Dynamics International, Inc., Page Management Co., Inc. and Stephen L. Page. Pursuant to the SPA, once the transaction closes, A4 Defense will acquire 100 shares of TDI common stock from PMC, which constitutes all of the authorized and outstanding capital stock of TDI. Pursuant to the SPA, the Purchase Price for the TDI Shares will be comprised of cash consideration of $6,354,000, which will be paid to PMC, as well as 281,223 shares of the Company's Class A Common Stock, which were equal to $1,000,000 worth of Class A common stock, calculated using the Variable Weighted Average Price of the Class A common stock on April 26, 2021, the date on which the parties agreed to use as the valuation date. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. As of April 14, 2021, the Company was a holding company that owned nine operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.; Deluxe Sheet Metal, Inc,; Excel Construction Services, LLC; SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US), Inc. Alpine 4 Holdings reported a net loss of $8.05 million for the year ended Dec. 31, 2020, compared to a net loss of $3.13 for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $40.73 million in total assets, $49.52 million in total liabilities, and a total stockholders' deficit of $8.79 million. ANDINA GOLD: Incurs $11.8 Million Net Loss in 2020 -------------------------------------------------- Andina Gold Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $11.82 million on $781,455 of net sales for the year ended Dec. 31, 2020, compared to a net loss of $3.06 million on $18,248 of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $7.80 million in total assets, $4.19 million in total liabilities, and $3.61 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1533030/000121390021018703/f10k2020_andinagoldcorp.htm About Andina Gold Headquartered in Englewood, Colorado, Andina Gold Corp -- www.redwoodgreencorp.com -- provides marketing, IP and management services to two cannabis dispensaries and to a cannabis grow facility, for which cannabis licenses are held by Andina Gold Corp's principal business partner, Critical Mass Industries, LLC DBA Good Meds ("CMI"). APOLLO ENDOSURGERY: Incurs $4.6 Million Net Loss in First Quarter ----------------------------------------------------------------- Apollo Endosurgery, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.6 million on $13.86 million of revenues for the three months ended March 31, 2021, compared to a net loss of $10.26 million on $10.72 million of revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $73.98 million in total assets, $71.29 million in total liabilities, and $2.69 million in total stockholders' equity. "I am thrilled to be joining Apollo at this pivotal time in the company's history," stated Chas McKhann, Apollo's chief executive officer. "Despite the challenges of the global COVID-19 pandemic, we continue to see positive total revenue growth as we deliver on our promise to transform the field of therapeutic endoscopy and improve the care and well-being of patients worldwide. Additionally, the FDA's approval of our new X-Tack product and the recent strategic milestones for Orbera provide important new platforms and momentum to further revolutionize therapeutic endoscopy for millions of patients and the physicians who treat them." Total operating expenses decreased $1.1 million, or 9%, for the first quarter of 2021 primarily due to the continuation of cost efficiencies implemented in 2020. Cash, cash equivalents and restricted cash were $32.6 million as of March 31, 2021. A six-month extension of the interest only period and the maturity of the Company's term loan agreement was achieved during the first quarter of 2021 as the revenue milestones established in a recent amendment were met. Principal payments will begin Sept. 1, 2022 and maturity of the loan will be March 1, 2025. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1251769/000125176921000059/apen-20210331.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, compared to a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $77.44 million in total assets, $70.69 million in total liabilities, and $6.75 million in total stockholders' equity. APOLLO ENDOSURGERY: Makes Appointment to Commercial Leadership Team ------------------------------------------------------------------- Apollo Endosurgery, Inc. has appointed Kirk Ellis as vice president of US Sales and Steve Bosrock as vice president of Marketing & Medical Education. The Company said splitting the vice president of Marketing and Sales into two roles will enhance its commercial acumen as it pursues attractive growth prospects across three product lines. Both Mr. Ellis and Mr. Bosrock will begin their roles on May 10, 2021. "Apollo is entering an energizing new phase with significant opportunities across all three of our product lines. Expanding our sales and marketing leadership helps build a foundation for sustainable growth," said Chas McKhann, president and chief executive officer of Apollo Endosurgery. "Kirk and Steve are seasoned industry leaders with deep expertise in launching innovative products and developing new procedures to improve patient care. Their backgrounds, including extensive experience leading teams in the GI and Bariatric markets, coupled with their strong dedication to patients will be invaluable assets in our ongoing mission to revolutionize the field of therapeutic endoscopy and change the lives of millions of patients around the world. I'm excited to welcome them aboard." Mr. Ellis has more than 20 years of sales and market development leadership in the medical device industry. Prior to joining Apollo, Mr. Ellis served as vice president of Sales at Relievent Medical Systems, where he launched the commercial team and grew the sales team to thirty-five territories in three years, and expertly led the company through COVID, achieving pre-pandemic sales goals with limited resources. From 2013 to 2018, he served as vice president of Sales at Torax Medical, developers of the LINX Reflux Management System (acquired by Ethicon, a Johnson & Johnson company). Mr. Ellis was also the market development lead at BARRX (acquired by Covidien) working on the Halo Ablation System for the treatment of Barret's Esophagus. Earlier in his career, Mr. Ellis served as a Platoon Sergeant in United States Marine Corps. He holds a Bachelor of Science from Northeastern University. Mr. Bosrock brings more than 20 years of marketing leadership to Apollo with a proven track record of success building robust commercial infrastructure and launching novel, disruptive products. Most recently, Mr. Bosrock served as senior vice president of Marketing at Metavention, a developer of transcatheter solutions for metabolic conditions, where he led market development. Mr. Bosrock also served as vice president of Marketing at Torax Medical, leading marketing, KOL development and field-based physician referral activities, while working closely with leaders at the American Society of Gastrointestinal Endoscopy (ASGE) and other prominent physician societies. Prior to Torax Medical, Mr. Bosrock led global marketing at Synovis Life Sciences (acquired by Baxter), where he was involved with developing the company's bariatric surgery product line and represented the company on the American Society of Bariatric Surgery (ASMBS) corporate council. He holds a BA from Boston College and an MBA from the University of Michigan. "I would also like to take this opportunity to thank Bret Schwartzhoff for his many meaningful contributions to Apollo Endosurgery since joining in 2014," said Mr. McKhann. "As head of Apollo's U.S. sales and marketing efforts over the past six years, Bret's dedication and work has helped stabilize the company and set the stage for Apollo's next chapter. We wish him well in his future endeavors." Bret Schwartzhoff Resigns Bret Schwartzhoff has departed from his position as the Company's vice president, U.S. Sales and Global Marketing, effective as of May 31, 2021. In connection with Mr. Schwartzhoff's departure, the Company and Mr. Schwartzhoff have agreed in principle to terms of a separation agreement. Under the agreement, the parties will agree to customary releases of claims and standard covenants relating to non-competition, non-disparagement and confidentiality. In exchange for Mr. Schwartzhoff's release and other obligations of the parties under the agreement, and consistent with applicable terms of the Company's existing employment agreement with Mr. Schwartzhoff, the Company agreed to: (i) pay Mr. Schwartzhoff cash severance equivalent to six months of his current base salary; (ii) pay Mr. Schwartzhoff 25% of his annual target bonus for 2021; (iii) reimburse Mr. Schwartzhoff for continued medical coverage through the six month anniversary of the Departure Date; and (iv) permit Mr. Schwartzhoff to exercise any vested options as of the Departure Date through the earlier to occur of (A) the six month anniversary of the Departure Date; (B) the effective date of a change in control; and (C) the expiration date set forth in the applicable stock option grant notice and stock option agreement. Mr. Schwartzoff will continue to provide transition services to the Company until the Departure Date, and the Company has agreed to reimburse Mr. Schwartzoff for certain expenses actually incurred relating to his transition, up to $18,500. Mr. Schwartzhoff's stock-based awards will cease vesting as of the Departure Date. Mr. Schwartzhoff's entitlement to this consideration is subject to his compliance with the terms of the separation agreement. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, a net loss of $27.43 million for the year ended Dec. 31, 2019, and a net loss of $45.78 million for the year ended Dec. 31, 2018. As of Dec. 31, 2020, the Company had $77.44 million in total assets, $70.69 million in total liabilities, and $6.75 million in total stockholders' equity. AVEANNA HEALTHCARE: Moody's Raises CFR to B2 Following IPO ---------------------------------------------------------- Moody's Investors Service upgraded Aveanna Healthcare LLC's Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. Concurrently, Moody's affirmed the B2 ratings on Aveanna's senior secured first lien bank credit facilities, and assigned an SGL-2 Speculative Grade Liquidity rating. There was no action taken on the senior secured second lien term loan rating, which is expected to be withdrawn, following full repayment of the outstanding balance. The outlook is stable. The rating actions follow Aveanna's April 29 initial public offering (IPO) of approximately 38.2 million shares, generating net proceeds of over $430 million. Aveanna intends to use the proceeds to repay its entire second lien term loan (balance of roughly $307 million), as well as approximately $100 million of its first lien term loan. The remaining proceeds will add cash to the balance sheet to fund future growth. "The ratings upgrade reflects the material improvement in credit metrics that will result from Aveanna's repayment of a meaningful portion of outstanding debt and associated reduction in interest," said Vladimir Ronin, Moody's lead analyst for the company. "Pro forma for the debt repayment, adjusted debt to EBITDA will decline to approximately 4.9x for fiscal year 2020, down from 6.6x on an actual basis. The upgrade also reflects Moody's expectation for improvement in Aveanna's liquidity, due to strengthening cash flow and a significantly larger revolving credit facility, which combined, will provide Aveanna greater flexibility to execute its aggressive growth strategy," added Ronin. The assignment of the SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation that Aveanna's liquidity will be good over the next 12 to 18 months. Aveanna's liquidity will be supported by free cash flow of roughly $50 million over the next year, a cash balance of approximately $90 million pro forma for the IPO proceeds, and access to an upsized $200 million (up from $75 million) revolving credit facility expiring in 2023. The following actions were taken: Upgrades: Issuer: Aveanna Healthcare LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Affirmations: Issuer: Aveanna Healthcare LLC Senior Secured First Lien Credit Facility, Affirmed at B2 (LGD3) Assignments: Issuer: Aveanna Healthcare LLC Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: Aveanna Healthcare LLC Outlook, Remains Stable RATINGS RATIONALE Aveanna's B2 Corporate Family Rating broadly reflects the company's moderately high financial leverage of 4.9 times (with Moody's standard adjustments) pro forma for expected debt repayment with IPO proceeds. This calculation gives the benefit of adding back unusual COVID-19 related costs. Moody's believes that the company will continue to pursue an aggressive growth strategy, including acquisitions that are likely to be at least partially funded with incremental debt. The rating also reflects Aveanna's highly concentrated payor mix with significant Medicaid exposure, and meaningful geographic concentration in the states of Texas, California, and Pennsylvania. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, where it provides critical services to children and families, as well as its expanding presence in home health and hospice segment. Moody's believes that the company's strategy to grow its home health and hospice businesses will benefit the credit profile through greater scale, increased service line and payor diversity and faster growth. That said, building up a new service area brings execution risk and home health and hospice acquisitions typically have higher purchase multiples than Aveanna's other businesses. This will likely result in leverage remaining elevated in order to support acquisitions. Social and governance considerations are material to Aveanna's credit profile. Aveanna will remain exposed to the social risks of providing health care and related services in private duty nursing and therapy to a highly vulnerable patient base often comprised of sick and disabled children who need near around-the-clock care. There is ongoing legislative, political, media and regulatory focus on ensuring the delivery of medically appropriate care to this patient base. Private duty nursing, home health and hospice companies that bill Medicare and Medicaid are subject to a significant number of complex regulations. Any weakness in providing healthcare services - real or perceived - can negatively affect Aveanna's reputation and ability to attract and sustain clients at profitable rates. Additionally, a possible data breach event, where intellectual property and other internal types of sensitive records are released could cause legal or reputational harm. With respect to governance, Moody's expects that as a publicly traded, Aveanna will maintain more moderate financial leverage, however continued significant ownership interest in the company by private equity investors will result in meaningful governance risk. The stable outlook reflects Moody's expectation that Aveanna will continue to grow revenue and earnings, but that financial leverage will remain moderately high, as the company will remain acquisitive, over the next 12-18 months. The outlook also reflects Moody's expectations that Aveanna will maintain good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Aveanna successfully builds a credible home health and hospice business, thereby diversifying its geographic and payor mix. Quantitatively, debt/EBITDA sustained below 4.5x and free cash flow to debt of at least 5%, on a sustained basis, could support an upgrade. The company would also need to maintain its good liquidity. The ratings could be downgraded if Aveanna experiences significant reimbursement reductions and/or wage pressure or pursues more aggressive financial policies. Quantitatively, debt/EBITDA sustained above 5.5x could lead to a downgrade. Further, weakening of liquidity or sustained negative free cash flow could lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC, is a leading provider of pediatric skilled nursing and therapy services, home health and hospice services, as well as medical solutions, such as enteral nutrition, respiratory therapy, and medical supply procurement. Aveanna completed initial public offering in April 2021, however private equity investors Bain Capital and J. H. Whitney, retain a significant ownership interest in the company. The company generated revenues of approximately $1.5 billion for the twelve months ended December 31, 2020. AVID BIOSERVICES: Merges With Subsidiary Avid SPV ------------------------------------------------- Avid Bioservices, Inc. and Avid SPV, LLC, a wholly-owned subsidiary of the company, entered into an agreement and plan of merger. Pursuant to the merger agreement, Avid SPV was merged with and into Avid Bioservices effective April 30, 2021, with Avid Bioservices as the surviving corporation. In connection with the merger, on April 30, 2021, Avid Bioservices entered into a first supplemental indenture to an indenture, dated March 12, 2021 between the company, Avid SPV and U.S. Bank National Association, as trustee, pursuant to which Avid Bioservices agreed to assume all obligations under the indenture, along with the related notes issued thereunder. Immediately prior, Avid Bioservices was the sole guarantor under the indenture. Upon the merger and entering into the first supplemental indenture, Avid Bioservices was discharged from its obligations under the guarantee set forth in the indenture. The notes had an aggregate principal amount of $143.8 million outstanding at April 30, 2021. About Avid Bioservices Avid Bioservices -- http://www.avidbio.com-- is a dedicated contract development and manufacturing organization (CDMO) focused on development and CGMP manufacturing of biopharmaceutical drug substances derived from mammalian cell culture. The company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With over 28 years of experience producing monoclonal antibodies and recombinant proteins, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs, the company provides a variety of process development activities, including upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of its services ranges from standalone process development projects to full development and manufacturing programs through commercialization. Avid Bioservices reported a net loss of $10.47 million for the year ended April 30, 2020, a net losses of $4.21 million for the year ended April 30, 2019, and a net loss of $21.81 million for the year ended April 30, 2018. As of Jan. 31, 2021, the Company had $168.18 million in total assets, $82.81 million in total liabilities, and $85.37 million in total stockholders' equity. BABCOCK & WILCOX: Proposes $50 Million Preferred Stock Offering --------------------------------------------------------------- Babcock & Wilcox Enterprises, Inc. has commenced an underwritten registered public offering of shares of $50 million aggregate amount of its Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share. B&W expects to grant the underwriters a 30-day option to purchase additional shares of the Preferred Stock in connection with the offering. The dividend rate and certain other terms of the Preferred Stock will be determined at the time of the pricing of the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. B&W intends to use the net proceeds of the offering for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage. B. Riley Securities, Inc. is serving as the lead book-running manager for the offering. D.A. Davidson & Co., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., National Securities Corporation and William Blair & Company are acting as joint book-running managers for the offering. Kingswood Capital Markets, division of Benchmark Investments, Inc. is acting as lead manager for the offering. Aegis Capital Corp., Boenning & Scattergood, Inc., Huntington Securities, Inc., Incapital LLC and Wedbush Securities Inc. are acting as co-managers for the offering. The offering of these securities is being made pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on April 22, 2021 and declared effective by the SEC on April 30, 2021. The offering will be made only by means of the prospectus supplement and the accompanying base prospectus dated April 30, 2021, as may be further supplemented by any free writing prospectus and/or pricing supplement that the Company may file with the SEC. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the offering may be obtained on the SEC's website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at prospectuses@brileyfin.com. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC. About Babcock & Wilcox Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a global leader in energy and environmental technologies and services for the power and industrial markets. Babcock & Wilcox reported net losses of $10.30 million in 2020, $129.04 million in 2019, $724.86 million in 2018, $379.01 million in 2017, and $115.08 million in 2016. As of Dec. 31, 2020, the Company had $591.79 million in total assets, $930.05 million in total liabilities, and a total stockholders' deficit of $338.26 million. BASIC ENERGY: Completes Sale-Leaseback Transaction -------------------------------------------------- Basic Energy Services, Inc. has completed a sale-leaseback transaction related to certain real property in Los Angeles County, California. The purchase price for the property consisted of $10.5 million, subject to a holdback of approximately $2.6 million for certain improvements to be constructed at the property. The company is entitled to reimbursement of any remaining balance of said holdback funds to the extent not fully expended for the intended purpose. The company has entered into a simultaneous lease of the property for an initial term of three years. About Basic Energy Headquartered in Fort Worth, Texas, Basic Energy Services -- www.basices.com -- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. The Company's operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Its operations are focused in prolific basins that have historically exhibited strong drilling and production economics in recent years as well as natural gas-focused shale plays characterized by prolific reserves. Specifically, the Company has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. The Company provides its services to a diverse group of over 2,000 oil and gas companies. asic Energy reported a net loss of $268.17 million for the year ended Dec. 31, 2020, compared to a net loss of $181.90 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $349.07 million in total assets, $529.70 million in total liabilities, $22 million in series A participating preferred stock, and a total stockholders' deficit of $202.63 million. Dallas, Texas-based KPMG, the Company's auditor since 1992, issued a "going concern" qualification in its report dated March 31, 2021, citing that the recent decline in the customers' demand for the Company's services has had a material adverse impact on the financial condition of the Company, resulting in recurring losses from operations, a net capital deficiency, and liquidity constraints that raise substantial doubt about its ability to continue as a going concern. BASIC ENERGY: Enters Into New $10 Million Term Loan Facility ------------------------------------------------------------ Basic Energy Services, Inc. entered into that certain Super Priority Credit Agreement, among the Company, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent. The Super Priority Credit Agreement provides for a super priority loan facility consisting of term loans in a principal amount of $10,000,000. The proceeds of the New Term Loan Facility will be used for working capital and other general corporate purposes and the payment of fees and expenses in connection with the New Term Loan Facility and the other agreements entered into in connection with the New Term Loan Facility. The New Term Loan Facility matures on May 15, 2021; provided that such date may be extended for up to 30 days with the prior written consent of Term Loan Lenders (other than Defaulting Lenders and Affiliated Lenders (each as defined in the Super Priority Credit Agreement)) holding term loans representing more than 66 2/3% of the aggregate outstanding amount of the term loans of all the Term Loan Lenders at such time (excluding the term loans of Defaulting Lenders and Affiliated Lenders). The New Term Loan Facility is guaranteed by the Company and each of the current guarantors of the Company's existing 10.75% Senior Secured Notes due 2023. The Company and the guarantors granted liens on their assets, other than accounts receivable, inventory and certain related assets, which liens rank senior to the liens securing the Existing Senior Notes and the Senior Secured Promissory Note pursuant to the terms of an intercreditor agreement between the Agent, the collateral agent with respect to the Existing Senior Notes and Ascribe. At the Company's election, loans outstanding under the New Term Loan Facility may be borrowed as either Base Rate Loans or LIBOR Loans (each as defined in the Super Priority Credit Agreement). Loans outstanding under the New Term Loan Facility accrue interest at (i) the Base Rate plus 10.00% per annum or (ii) LIBOR plus 11.00% per annum. The Company may prepay loans under the Super Priority Credit Agreement at any time, subject to the prior written consent of certain Term Loan Lenders; provided that the Company may voluntarily prepay loans in whole upon prior written notice to the Administrative Agent so long as the Company simultaneously prepays in full the aggregate outstanding principal amount of the Existing Senior Notes and the Senior Secured Promissory Note, plus accrued and unpaid interest thereunder and all other obligations that are due and payable thereunder. The Super Priority Credit Agreement contains negative and affirmative covenants (including budget and variance testing), events of default and repayment and prepayment provisions customarily applicable to super priority facilities of this kind. The Super Priority Credit Agreement contains various restrictive covenants that may limit the Company's ability to: * incur additional indebtedness; * incur liens; * make investments; * enter into mergers and similar transactions; * make or declare dividends; * sell assets; * engage in any material line of business changes; * amend, modify, or change the Ascribe Notes, the indenture with respect to the Existing Senior Notes and certain other agreements, subject to certain exceptions); and * engage in certain other transactions. These limitations are subject to a number of important qualifications and exceptions. The New Term Loan Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If a bankruptcy event of default occurs, the entire outstanding balance under the New Term Loan Facility will become immediately due and payable. If any other event of default occurs and is continuing under the New Term Loan Facility, the administrative agent, in its own discretion or at the direction of a majority of the Term Loan Lenders, will be able to declare the entire outstanding balance under the New Term Loan Facility to become immediately due and payable. ABL Forbearance Agreement As previously disclosed, on April 14, 2020, the Company and certain of the Company's subsidiaries entered into a forbearance agreement with Bank of America, N.A., as administrative agent and certain lenders holding greater than a majority of the commitments under that certain Credit Agreement dated Oct. 2, 2018. Pursuant to the Forbearance Agreement, subject to certain terms and conditions set forth therein, the Credit Agreement Forbearing Parties agreed to temporarily forbear from exercising any rights or remedies they may have in respect of the event of default and certain additional events of default. The Forbearance Agreement was scheduled to terminate at 5:00 p.m. Central Daylight Savings Time on April 28, 2021, unless extended or certain specified circumstances cause an earlier termination. On April 28, 2021, the Company and certain of the Company's subsidiaries entered into that certain Limited Consent and First Amendment to Forbearance Agreement with the Agent and the Credit Agreement Forbearance Parties. Pursuant to the Forbearance Amendment, subject to certain terms and conditions set forth therein, the Credit Agreement Forbearing Parties agreed to (among other things) (i) extend the Original Termination Date to May 15, 2021 (subject to earlier termination events, including if certain asset sales are not completed) and (ii) consent to incurrence of the Term Loan Facility and the first priority liens on the collateral. Ascribe Notes Forbearance Agreement As previously disclosed, the Company has entered into (i) that certain Senior Secured Promissory Note dated as of March 9, 2020 with Ascribe III Investments LLC as payee and (ii) that certain Second Lien Promissory Note dated Oct. 15, 2020 with Ascribe. On May 3, 2021, the Company and Ascribe have entered into a consent letter pursuant to which Ascribe agreed to (i) forbear from exercising any rights or remedies they may have in respect of the Company's failure to pay interest on the Ascribe Notes from and after the closing date of the Term Loan Facility and (ii) consent to incurrence of the Term Loan Facility and the first priority liens on the collateral. Third Supplemental Indenture On May 3, 2021, the Company entered into a Third Supplemental Indenture to the indenture, dated as of Oct. 2, 2018 and the Second Supplemental Indenture dated as of April 1, 2020, by and among the Company, the guarantors under the Indenture and the Trustee and Collateral Agent. The Third Supplemental Indenture amends, among other things, certain definitions in the Indenture, the limitation of indebtedness covenant and the limitation on distributions covenant to facilitate entry into the Super Priority Credit Agreement and related documentation. Director Appointment In connection with the Super Priority Credit Agreement, the board of directors of the Company voted to increase the size of the Board by one seat and resolved that the newly created directorship shall be apportioned as a Class III director position, and appointed Alan Carr as a director of the Company to fill the vacancy created by the increase in the size of the Board, effective immediately. Mr. Carr was also appointed a member of the Board's special committee of the Board, effective immediately. Mr. Carr does not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Carr and any other person pursuant to which he was appointed as a director of the Company. About Basic Energy Headquartered in Fort Worth, Texas, Basic Energy Services -- www.basices.com -- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. The Company's operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Its operations are focused in prolific basins that have historically exhibited strong drilling and production economics in recent years as well as natural gas-focused shale plays characterized by prolific reserves. Specifically, the Company has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. The Company provides its services to a diverse group of over 2,000 oil and gas companies. asic Energy reported a net loss of $268.17 million for the year ended Dec. 31, 2020, compared to a net loss of $181.90 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $349.07 million in total assets, $529.70 million in total liabilities, $22 million in series A participating preferred stock, and a total stockholders' deficit of $202.63 million. Dallas, Texas-based KPMG, the Company's auditor since 1992, issued a "going concern" qualification in its report dated March 31, 2021, citing that the recent decline in the customers' demand for the Company's services has had a material adverse impact on the financial condition of the Company, resulting in recurring losses from operations, a net capital deficiency, and liquidity constraints that raise substantial doubt about its ability to continue as a going concern. BAUSCH HEALTH: Fitch Alters Outlook on 'B' IDRs to Negative ----------------------------------------------------------- Fitch Ratings has affirmed Bausch Health Companies Inc.'s and Bausch Health Americas, Inc.'s Issuer Default Ratings (IDRs) at 'B' and revised the Rating Outlooks to Negative from Stable. The affirmations reflect Fitch's view that Bausch Pharma's business profile and free cash flow generation will weaken but remain broadly consistent with the 'B' rating, despite the loss of diversification and the revised proforma post-spinoff target for Bausch Pharma (net leverage of 6.5x-6.7x from its prior gross leverage target of 5.5x). The Negative Outlooks reflect the execution risk for Bausch Pharma to reduce leverage below 7x and build headroom through stabilization of the core business, contributions from R&D and voluntary debt repayment. The ratings apply to approximately $24.2 billion of debt outstanding at Dec. 31, 2020. KEY RATING DRIVERS Outlook Reflects Stressed Leverage: The company's leverage has remained above its 7x negative rating sensitivity throughout 2020, owing to a $1.2 billion legal settlement and operational challenges from the coronavirus pandemic. While Fitch believes the Bausch Pharma will continue to deleverage post spinoff, its gross leverage could remain elevated above 7.0x for an extended period of time, if the company fails to execute. Coronavirus Headwinds: The pandemic adversely affected Bausch's operating performance during 2020, particularly in the second quarter. The company's Ortho Dermatologics, Dentistry and Global Surgical businesses, which account for roughly 13% of revenues have been hit the hardest. The company adjusted its operations to mitigate some of challenges, including manufacturing and marketing. Fitch expects the operating environment for Bausch to continue to improve throughout 2021, assuming management of the pandemic continues to improve. The affirmation considers Bausch's track record in reducing the absolute level of debt outstanding by approximately $8.34 billion since March 31, 2016 with a combination of internally generated cash flow and proceeds from asset divestitures. Bausch agreed to sell all of their equity interests in Amoun Pharmaceutical for approximately $740 million and will use the net proceeds to repay debt. Bausch Spinoff Strategically Constructive: Fitch views planned spinoff of Bausch's eye care business as strategically sound, given limited synergies between the branded pharma business and eye care. The proposed transaction's effect on Bausch's credit profile will largely depend on the capital structure and financial strategy post spin. The company is working towards a post-spin proforma net leverage profile of the eye care business and the legacy business of less than 2.5x and approximately 6.5x-6.7x, respectively. The company originally targeted post-spin proforma gross leverage of 4.0x and 5.5x, respectively. Even though Bausch's business risk profile will be negatively affected by less diversification, greater focus on innovative pharma should improve the company's R&D pipeline's probability of success. The Bausch + Lomb/International segment, which consists mostly of eye care, generated $4.4 billion or 55% of Bausch's $8.0 billion of revenue in 2020. The company intends to focus on expanding its leadership in its gastroenterology, aesthetics/dermatology, neurology and international business. Good Progress in Business Turn-around: Bausch Health's 'B' IDR reflects progress in stabilizing operations and reducing debt since mid-2016 through the first quarter of 2021. Throughout the business turn-around, BHC consistently generated strong FCF relative to the 'B' category rating, pushed its nearest large debt maturity out until 2024, and loosened restrictive secured debt covenants through refinancing transactions. The company's stronger operating profile and consistent cash generation should enable it to further reduce leverage in the near term once the headwinds caused by the pandemic have abated. Observing Expanded Board's Behavior: The company has agreed with the Icahn Group to add two new independent directors as it owns approximately 9.6% of the Bausch's common stock. Fitch will monitor for any further changes to management's approach to capital deployment. Intermediate-Term Growth Potential: Bausch Health operates with a reasonably diverse business model relative to its products, customers and geographies served. Many of the company's businesses are comprised of defensible product portfolios, which are capable of generating durable margins and cash flows. Post the spinoff of the eye health business, Fitch believes that the expected long-term growth of the gastrointestinal (GI/Salix) businesses support the company's operating prospects. Fitch also expects that the dermatology business will grow in 2022 as BHC successfully commercializes recently launched products. Reliance on New Products: The stabilization of Bausch Health's operating profile has involved an increased focus on developing an internal research and development pipeline, which Fitch believes is constructive for the company's credit profile over the long term. This strategy is not without risk since Bausch Health needs to ramp up the utilization of recently-approved products through successful commercialization efforts. These products include Siliq (for the treatment of moderate-to-severe plaque psoriasis, although with safety restrictions), Bryhali (plaque psoriasis), Lumify (red eye) and Vyzulta (glaucoma). Near-Term Maturities Manageable: Bausch Health consistently generates significant positive FCF (2020 FCF margin of 10.0%) and has sastified debt maturities until 2024. The company has adequate access to the credit markets providing the flexibility to further refinance upcoming maturities. DERIVATION SUMMARY Bausch Health is significantly larger and more diversified than specialty pharmaceutical industry peers Mallinckrodt plc and Endo International plc. While all three manufacture and market specialty pharmaceuticals and have maturing pharmaceutical products, Bausch Health's Bausch + Lomb (B+L) business meaningfully decreases business concentration risk relative to Mallinckrodt and Endo. B+L offers operational diversification in terms of geographies and payers. Many of its products are purchased directly by customers without the requirement of a prescription. Post spin-off, Bausch will become more similar to its peers regarding diversification. Bausch Health's rating also reflects gross debt leverage that is higher than peers. But unlike its peers, BHC does not face contingent liabilities related to the opioid epidemic. Bausch accumulated a significant amount of debt through numerous acquisitions. In addition, Bausch Health had a number of missteps in the integration process and other operational issues. Management has been focusing on reducing leverage by applying operating cash flow and divestiture proceeds to debt reduction and returning the business to organic growth through internal product development efforts. KEY ASSUMPTIONS -- Low to mid single-digit revenue growth during the forecast period; -- EBITDA of $3.4 billion-$3.5 billion in 2021 and roughly $1 billion lower post eyecare spinoff; -- Annual FCF of at least $900 million throughout the forecast period; -- Continued debt reduction utilizing FCF; -- Leverage declining to below 7.0x by the end of 2021; -- the net proceeds from the Amoun sale used for debt reduction; -- Eye Care spinoff executed in 2022 with proforma post-spinoff net leverage of 6.5x-6.7x. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An expectation of gross debt leverage (total debt/EBITDA) durably below 6.0x; -- Bausch Health continues to maintain a stable operating profile and refrains from pursuing large, leveraging transactions including acquisitions; -- Forecasted FCF remains significantly positive. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Gross debt leverage (total debt/EBITDA) durably above 7.0x; -- FCF significantly and durably deteriorates; -- Refinancing risk increases and the prospect for meaningful leverage reduction weakens. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Bausch Health had adequate near-term liquidity at March 31, 2021, including restricted and unrestricted cash on hand of $1.89 billion. The company will use $1.21 billion of the cash to fund pending settlement of the U.S. Securities litigation. The company had full availability (excluding letters of credit) under its $1.225 billion revolving credit facility that matures in 2023. The company's most recent refinancing activities have satisfied debt maturities through 2023. Bausch Health consistently generated significantly positive FCF during 2015-2020, despite facing serious operating challenges. Fitch expects the company to maintain adequate headroom under the debt agreement financial maintenance covenants during the 2021-2024 forecast period. Recovery Assumptions The recovery analysis assumes that Bausch Health would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. The analysis is based on the current company (i.e. not pro forma for the loss of the eye care business and any resultant change in debt). Fitch estimates a going concern enterprise value (EV) of $19.2 billion for Bausch Health and assumes that administrative claims consume 10% of this value in the recovery analysis. The going concern EV is based upon estimates of post-reorganization EBITDA and the assignment of an EBITDA multiple. Fitch's estimate of Bausch Health's going concern EBITDA of $2.55 billion is roughly 25% lower than the LTM 2019 EBITDA, reflecting a scenario where the recent stabilization in the base business is reversed, and the company is not successful in commercializing the R&D pipeline. Fitch assumes Bausch Health will receive a going concern recovery multiple of 7.5x EBITDA. This is slightly higher than the 6.0x-7.0x Fitch typically assigns to specialty pharmaceutical manufacturers, representing B+L's relatively more durable consumer products focus and the company's larger scale and broader product portfolio than peers. The current average forward public market trading multiple of Bausch Health and the company's closet peers is 9.9x. Fitch applies a waterfall analysis to the going concern EV based on the relative claims of the debt in the capital structure, and assumes that the company would fully draw the revolvers in a bankruptcy scenario. The senior secured credit facility, including the term loans and revolver, and senior secured notes ($9.9 billion in the aggregate), have outstanding recovery prospects in a reorganization scenario and are rated 'BB/RR1', three notches above the IDR. The senior unsecured notes ($15.5 billion in the aggregate) have an average recovery and are rated 'B'/'RR4'. ESG CONSIDERATIONS Bausch Health Companies Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain healthcare spending growth, a highly sensitive political environment, and social pressure to contain costs or restrict pricing. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. BAUSCH HEALTH: Revised Leverage Target No Impact on Moody's B2 CFR ------------------------------------------------------------------ Moody's Investors Service commented that Bausch Health Companies Inc.'s revised capital structure target following the potential spinoff of its eyecare business is credit negative for the remaining business. The company is now estimating that at the time of a spinoff, the remaining company's net debt/EBITDA is likely to be 6.5x - 6.7x. This compares to a previous target of 5.5x. Previously, Moody's envisioned that a spinoff represented a more substantial deleveraging opportunity for the remaining business. Bausch Health's B2 Corporate Family Rating and stable outlook remain unchanged at this time. BCP RENAISSANCE: Moody's Affirms B2 CFR, Outlook Negative --------------------------------------------------------- Moody's Investors Service affirmed BCP Renaissance Parent L.L.C.'s B2 Corporate Family Rating, its B2 secured Term Loan B rating and its B2-PD Probability of Default Rating. The outlook remains negative. The affirmation reflects the incorporation of the newly published Minority Holding Companies Methodology as a secondary methodology into the analysis of BCP Renaissance. This methodology describes the general principles for assessing entities such as BCP Renaissance whose activities are limited to owning non-controlling interests in non-financial corporate entities. Considerations discussed in the methodology include subordination risk between the non-controlling owner and the underlying operating company, the stability of the operating company's distributions and coverage, and the extent of the non-controlling owner's influence on the governance of the operating company. Affirmations: Issuer: BCP Renaissance Parent L.L.C. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Term Loan, Affirmed B2 (LGD4) Outlook Actions: Issuer: BCP Renaissance Parent L.L.C. Outlook, Remains Negative Through BCP Renaissance, Blackstone Energy Partners II L.P. and Blackstone Capital Partners VII L.P. (collectively "Blackstone") hold a 49.9% non-operated interest (32.4% net) in ET Rover Pipeline LLC (ET Rover), the intermediate holding company that owns a 65% interest in Rover Pipeline LLC (Rover). Energy Transfer LP (ET, Baa3 negative; f/k/a Energy Transfer Operating, L.P.) holds the remaining 50.1% interest in ET Rover, and is Rover's operator. Traverse Midstream Partners LLC (B3 negative) holds the remaining 35% non-operating interest in the Rover pipeline. RATINGS RATIONALE BCP Renaissance's B2 CFR is supported by the stable cash flow generated by its ownership interest in ET Rover. Fully in-service since September 2018, the 713-mile pipeline connects natural gas production from the Marcellus and Utica Shale with Midwest, Gulf Coast and Canadian markets. Current contracted firm transportation volumes on Rover account for approximately 90% of Rover's 3.425 billion cubic feet per day (Bcfd) authorized capacity, and are buttressed by long-dated, take-or-pay shipper contracts with initial terms of 15-20 years. However, the weighted average rating of Rover's contracted shippers is B1, a weakness implicit in BCP Renaissance's rating. Moreover, two of Rover's originally contracted shippers have entered bankruptcy proceedings, representing the potential loss of approximately 8% of initially contracted volumes. While Rover continues to transport volumes close to 100% of its rated capacity, lower-priced short-term rates filling in that capacity have pressured EBITDA, slowing planned debt reduction. Notwithstanding the strategic value of Rover, BCP Renaissance carries a heavy debt load, with debt/EBITDA approximating 9x, and Funds from Operations (FFO)/debt falling well below 10%. BCP Renaissance's investment in Rover is essentially a highly leveraged holding company loan. Leverage is likely to decline, the function of a cash flow sweep of 100% of available cash to the extent leverage exceeds 6x. Under the joint venture agreement governing Rover, it is required to distribute all free cash flow to its partners. The Rover pipeline itself is unlevered. BCP Renaissance benefits from strong governance and risk mitigation mechanisms. It has no obligation to fund beyond the $1.58 billion fixed dollar amount of its October 2017 investment in Rover, and the funding of any incremental costs incurred to complete the project will not dilute its interest. With board membership, BCP Renaissance has voting protection with all critical decisions that could adversely affect BCP Renaissance requiring unanimous consent. With Rover fully in service, BCP Renaissance's liquidity needs are limited; its liquidity position is regarded as adequate. BCP Renaissance is entirely dependent on cash distributions from Rover for any liquidity needs that should arise. Excess liquidity is swept into mandatory Term Loan B debt prepayments. The Term Loan B requires the maintenance of a 1.05x minimum debt service coverage ratio covenant, which Moody's sees being met by an acceptable margin. The Term Loan B is rated B2, equivalent to the B2 CFR, reflecting its singular position in BCP Renaissance's capital structure. The outlook is negative, reflecting excessive leverage while acknowledging the fully contracted take-or-pay cash flows generated by the pipeline's operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS If debt/EBITDA declines towards 6x with FFO/debt approaching 10%, a rating upgrade could be considered. A downgrade could occur should the credit quality of Rover's contracted shippers further deteriorates, or if debt/EBITDA and FFO/debt do not show steady improvement as expected. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. BETTER CHOICE: Incurs $59.3 Million Net Loss in 2020 ---------------------------------------------------- Better Choice Company Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss and comprehensive loss of $59.34 million on $42.59 million of net sales for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $184.46 million on $15.58 million of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $51.25 million in total assets, $79.35 million in total liabilities, and a total stockholders' deficit of $28.10 million. Louisville, Kentucky-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists 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/ix?doc=/Archives/edgar/data/1471727/000147172721000029/bttr-20201231.htm About Better Choice Company Headquartered in Tampa, Florida, Better Choice Company Inc. -- https://www.betterchoicecompany.com --is an animal health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. The Company takes an alternative, nutrition-based approach to animal health relative to conventional dog and cat food offerings and position its portfolio of brands to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. BLACK DIRT: Seeks Approval to Hire Paul Khoury as Accountant ------------------------------------------------------------ Black Dirt Farm, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Paul Khoury, an accountant practicing in Vienna, W.Va. Mr. Khoury will charge $75 per hour for bookkeeping services and $175 per hour for the preparation of tax returns and accounting services. In court papers, Mr. Khoury disclosed that he does not represent interests adverse to the Debtor and its estate. Mr. Khoury can be reached at: Paul M. Khoury, CPA P.O. Box 5284 Vienna, WV 26105 Phone: (304) 295-0316 Fax: (614) 417-5284 Email: paul@pkhourycpa.com About Black Dirt Farm Black Dirt Farm, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W. Va. Case No. 21-50028) on April 11, 2021. At the time of the filing, the Debtor disclosed between $1 million and $10 million in assets and up to $1 million in liabilities. The Debtor tapped Paul W. Roop, II, Esq., at Roop Law Office LC as legal counsel, Jonathan Bolen as manager, Kimberly Bolen as chief operating officer, and Paul M. Khoury as accountant. BOY SCOUTS OF AMERICA: Abuse Survivors Say Disclosures Insufficient ------------------------------------------------------------------- The Claimants represented by Janet, Janet & Suggs, LLC ("S.H. " (SA Claim No. 21108), "R.W." (SA Claim No. 70996), "J.M." (SA Claim No. 3585), and "R.B." (SA Claim No. 24629)), who are survivors of childhood sexual abuse who each filed a Sexual Abuse Survivor Proof of Claim, object to the Disclosure Statement for the Second Amended Chapter 11 Plan of Reorganization for Boy Scouts of America and Delaware BSA, LLC. The Janet, Janet & Suggs, LLC Claimants, J.M., R.W., S.H., and R.B., object to the sufficiency and adequacy of the Disclosure Statement for the following reasons: * The Disclosure Statement and the Plan fail to provide any property valuation information for a creditor, including the Janet, Janet & Suggs, LLC Claimants, to determine if each local council is making a substantial contribution that warrants a release and channeling injunction. * The Janet, Janet & Suggs, LLC Claimants object to the adequacy of the Disclosure Statement and the accompanying solicitation procedures because they fail to notify creditors, including the Janet, Janet & Suggs, LLC Claimants, which local council and/or charter organization is associated with their abuse, whether any such entity will receive a release, and if so, the terms of the release. * The Janet, Janet & Suggs, LLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain how their claims will be valued in the trust procedures and what ability they will have to contest the proposed valuation of their claim. * The Janet, Janet & Suggs, LLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain the likelihood of defeating the insurers' coverage defenses or the insurance companies' ability to pay abuse claims that total billions of dollars. * The Janet, Janet & Suggs, LLC Claimants are entitled to know how the proceeds of any insurance policies will be utilized, including whether the proceeds of a policy that covers a Claimant's claim is being used to pay administrative expenses, to pay trust administrative and legal expenses, or to compensate others who do not have a claim covered under the same policy. * The Janet, Janet & Suggs, LLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain what contribution the insurers and their non-Debtor insureds will make in order to receive a release. * The Janet, Janet & Suggs, LLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain how much each Claimant may receive as a result of the Debtors' proposed settlement with Hartford Accident and Indemnity Company, First State Insurance Company, Twin City Fire Insurance Company, and Navigators Specialty Insurance Company (collectively "Hartford"), whether each Claimant would be forced to release any of their claims in order to effectuate the settlement, including claims they have against non-Debtor entities, and whether any party, including Hartford and non-Debtor entities, would receive a channeling injunction as a result of the settlement. * The Janet, Janet & Suggs, LLC Claimants must have sufficient information to evaluate the risks of the Plan if the Janet, Janet & Suggs, LLC Claimants are to release multiple non Debtor entities. As filed, the Disclosure Statement falls far short of the Bankruptcy Code's standard for its approval. A full-text copy of the Janet Claimants' objection dated May 4, 2021, is available at https://bit.ly/3enpC7x from Omni Agent Solutions, claims agent. Counsel for Claimants J.M, S.H., R.W., and R.B.: Raeann Warner, Esquire (No. 4931) Jacob & Crumplar 750 Shipyard Dr., Suite 200 Wilmington, DE 1980 Phone: 302-656-5445 Fax: 302-656-5975 Email: Raeann@jcdelaw.com Stephen J. Neuberger, Esq. (No. 4440) The Neuberger Firm 17 Harlech Dr Wilmington, DE 19807 Phone: 302-655-0582 Fax: 302-656-5875 Email: sjn@neubergerlaw.com - and - Janet, Janet & Suggs, LLC Gerald D. Jowers, Jr., Esq. (pro hac vice) 801 Gervais St. Suit B Phone: 803-726-0050 Facsimile: 803-727-1059 Gjowers@JJSjustice.com About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS OF AMERICA: AW/JLC Claimants Say Disclosures Inadequate ------------------------------------------------------------------ The Claimants represented by Andrus Wagstaff, PC and Justice Law Collaborative, LLC (the "AW/JLC Claimants"), who are survivors of childhood sexual abuse who each filed a Sexual Abuse Survivor Proof of Claim, object to the Disclosure Statement for the Second Amended Chapter 11 Plan of Reorganization for Boy Scouts of America and Delaware BSA, LLC. The AW/JLC Claimants object to the sufficiency and adequacy of the Disclosure Statement for the following reasons: * The Disclosure Statement and the Plan fail to provide any property valuation information for a creditor, including the AW/JLC Claimants, to determine if each local council is making a substantial contribution that warrants a release and channeling injunction. * The inadequacy of the Disclosure Statement is illustrated by the fact that the Debtors state in the Plan that they are committed to ensuring the local councils collectively contribute at least $425 million. This disclosure is illusory because there is no agreement with the local councils to contribute anything to the Plan. * The AW/JLC Claimants object to the adequacy of the Disclosure Statement and the accompanying solicitation procedures because they fail to notify creditors, including the AW/JLC Claimants, which local council and/or charter organization is associated with their abuse, whether any such entity will receive a release, and if so, the terms of the release. * The AW/JLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain how their claims will be valued in the trust procedures and what ability they will have to contest the proposed valuation of their claim. * The AW/JLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain the likelihood of defeating the insurers' coverage defenses or the insurance companies' ability to pay abuse claims that total billions of dollars. * The AW/JLC Claimants are entitled to know how the proceeds of any insurance policies will be utilized, including whether the proceeds of a policy that covers a Claimant's claim is being used to pay administrative expenses, to pay trust administrative and legal expenses, or to compensate others who do not have a claim covered under the same policy. * The AW/JLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain what contribution the insurers and their non-Debtor insureds will make in order to receive a release. * The AW/JLC Claimants object to the adequacy of the Disclosure Statement because it fails to explain how much each Claimant may receive as a result of the Debtors' proposed settlement with Hartford Accident and Indemnity Company, First State Insurance Company, Twin City Fire Insurance Company, and Navigators Specialty Insurance Company (collectively "Hartford"), whether each Claimant would be forced to release any of their claims in order to effectuate the settlement, including claims they have against non-Debtor entities, and whether any party, including Hartford and non-Debtor entities, would receive a channeling injunction as a result of the settlement. * The AW/JLC Claimants must have sufficient information to evaluate the risks of the Plan if the AW/JLC Claimants are to release multiple non-Debtor entities. As filed, the Disclosure Statement falls far short of the Bankruptcy Code's standard for its approval. * The AW/JLC Claimants object to the Disclosure Statement and to the proposed voting and solicitation procedures because they will disenfranchise the votes of survivors in the event that more than one law firm submits a ballot on behalf of the same claimant. A full-text copy of the AW/JLC Claimants' objection dated May 4, 2021, is available at https://bit.ly/3ekvRsy from Omni Agent Solutions, claims agent. Counsel to the Attached AW/JLC Claimants: Raeann Warner, Esquire (No. 4931) Thomas C. Crumplar, Esq. (No. 942) JACOBS & CRUMPLAR, P.A. 750 Shipyard Dr., Suite 200 Wilmington, DE 19801 Phone: (302) 656-5445 Fax: (302) 656-5875 Raeann@jcdelaw.com Tom@jcdelaw.com - and - Kimberly A. Dougherty, Esquire JUSTICE LAW COLLABORATIVE 19 Belmont Street South Easton, MA 02375 Phone: (508) 230-2700 Facsimile: (385) 278-0287 Kim@justicelc.com Aimee H. Wagstaff, Esquire ANDRUS WAGSTAFF, P.C. 7171 W. Alaska Drive Lakewood, CO 80226 Phone: (303) 376-6360 Fax: (888) 875- 2889 About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRAZOS ELECTRIC: Creditors Tap Lazard Freres as Investment Banker ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Brazos Electric Power Cooperative's official unsecured creditor group has tapped Lazard Frères & Co. to serve as its investment banker in the power company's ongoing bankruptcy. The hire requires approval from the bankruptcy court. Lazard will be paid $150,000 a month for its efforts and would receive $3.25m upon the consummation of a restructuring, court papers show. After six months, half of the monthly fee will be credited toward the restructuring fee. 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 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. FTI Consulting, Inc. is the committee's financial advisor. BRILLIANT ENERGY: Sells Residential Contractors to Octopus for $2M ------------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that bankrupt Texas electricity retailer Brilliant Energy LLC sold its residential customer contracts to Octopus Energy US for $2.23 million. U.S. Bankruptcy Judge David Jones approved the sale in a hearing Wednesday, May 5, 2021. The sale price could decline if customers opt to terminate their existing contracts. The offer from Octopus was by far the best bid for the contracts, Chapter 7 Trustee Randy Williams said in court testimony. About Brilliant Energy Brilliant Energy, LLC, is an electricity provider based in Houston and has served Texans since 2007. Brilliant Energy filed a Chapter 7 bankruptcy petition (Bankr. S.D. Tex. Case No. 21-30936) on March 16, 2021, adding to a growing list of companies that have stumbled after power outages caused by a winter freeze in February 2021. Brilliant estimated liabilities of $50 million to $100 million compared with assets of $10 million to $50 million as of the bankruptcy filing. Okin & Adams LLP, led by Matthew Scott Okin, is the Debtor's counsel. BYRNA TECHNOLOGIES: Commences Trading on Nasdaq ----------------------------------------------- Byrna Technologies Inc. disclosed that The Nasdaq Stock Market LLC has approved the listing of the Company's common stock on the Nasdaq Capital Market. The Company will begin trading on the Nasdaq under the symbol "BYRN." "The Nasdaq listing is an important milestone for Byrna and is a testament to Byrna's growth and evolution as a publicly traded company over the last several years," said Bryan Ganz, CEO of Byrna. "We are enthusiastic about this listing because we believe it will help elevate the Company's public profile, expand our shareholder base, improve liquidity and enhance shareholder value." Mr. Ganz continued, "Our flagship product, the ByrnaHD has proven to be a game changer in the market for non-lethal personal security devices, and we expect the product innovations we have been developing to further solidify our position as a leader in this market. The Byrna HD is a product for the times, driven by the growing need for both civilians and law enforcement professionals to have a safe and effective alternative to lethal firearms to protect themselves, their families, and their communities. Our rapid sales growth over the past year reflects this need and our broad and expanding brand appeal with consumers. We believe we are well positioned for continued growth and that we have the human and financial resources in place necessary to support that growth." 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 fiscal 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. C & F STURM: Seeks to Hire Menchaca & Company as Accountant ----------------------------------------------------------- C & F Sturm, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Menchaca & Company LLP as its accountant. The Debtor needs an accountant to review its monthly financial statements and bank statements and prepare its monthly operating reports. The firm will be paid at these rates: John Menchaca $480 per hour Edward A. Alvarado $275 per hour Toshiro A. Okubo $325 per hour Robert P. Coats $295 per hour Scott M. McLean $295 per hour Natalie F. Beltran $240 per hour Imelda Gacta $200 per hour As disclosed in court filings, Menchaca & Company does not have any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Toshiro A. Okubo Menchaca & Company LLP 835 Wilshire Blvd. Suite 300 Los Angeles, CA 90017 Phone: (213) 683-3317 Fax: (213) 683-1183 Email: aokubo@menchacacpa.com About C & F Sturm C & F Sturm LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Single 101(51B)). It is the 100 percent owner of property lots 511 and 515 in Las Vegas Blvd., Las Vegas, with an appraised value of $1.5 million. C & F Sturm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-21593) on Oct. 1, 2019. At the time of the filing, the Debtor disclosed $1,500,500 in assets and $126,488 in liabilities. Judge Ernest M. Robles oversees the case. Havkin & Shrago Attorneys at Law and Menchaca & Company, LLP serve as the Debtor's legal counsel and accountant, respectively. C.R.M. OF SPARTA: Patient Care Ombudsman Files First Report ----------------------------------------------------------- Melanie S. McNeil, Esq., Patient Care Ombudsman for C.R.M. of Sparta, LLC, filed on May 5, 2021 a First Report with the U.S. Bankruptcy Court for the Middle District of Georgia. The Report, based on the findings of Ombudsman Representative of the Georgia Long-Term Care Ombudsman Program (LTCOP), Angela Chavous, disclosed that there had been some concerns at the absence of management staff in facility at the time of visit on March 16, 2021. The Administrator had left for the day, and the Director of Nursing and Social Worker were unavailable. The Ombudsman Representative historically finds that administrative staff can be defensive when issues are raised. They do however work to resolve them. Overall, the quality of care is "pretty good" based on interviews with facility residents. The Report also disclosed that agency staff has been used recently in the facility but the Ombudsman Representative was unable to determine current use due to management unavailability. It was also noted that the building is older and needs some updating, but is "overall clean." The facility houses 52 residents, 13 of which were interviewed by the Ombudsman Representative. The Ombudsman Representative did not note a decline in care since the PCO's appointment in March 2021. Ombudsman Representatives of the Georgia (LTCOP) visit residents of Georgia skilled nursing facilities at least quarterly during non-pandemic times, and increase visits in response to complaints or as needed based on the conditions of the facility. Since the COVID-19 pandemic, however, Ombudsman Representatives have visited facilities as frequently as they are able given constraints on visits due to outbreaks. The Patient Care Ombudsman concluded that no significant change in the facility conditions or decline in resident care were noted since March 10, 2021. A full-text copy of the First Report is available at https://bit.ly/3f3NEDL from PacerMonitor.com free of charge. The Patient Care Ombudsman is represented by Christopher M. Carr, Esq., Attorney General, State of Georgia. Melanie S. McNeil, Esq., Patient Care Ombudsman for C.R.M. of Sparta, LLC, may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327 Mobile: 404-416-0211 Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov Communications to the Patient Care Ombudsman must be directed to: Logan Winkles Senior Asst. Attorney General & Section Chief 40 Capitol Square, SW Atlanta, GA 30334-1300 Telephone: (404) 458-3708 About C.R.M. of Sparta C.R.M. of Sparta, LLC, a Bolingbroke, Ga.-based company that operates a skilled nursing facility, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-50200) on March 5, 2021. Michael E. Winget, Sr., managing member, signed the petition. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge James P. Smith oversees the case. Wesley J. Boyer, Esq., at Boyer Terry, LLC serves as the Debtor's legal counsel. Melanie S. McNeil, Esq., is the Debtor's Patient Care Ombudsman. C.R.M. OF WARRENTON: Patient Care Ombudsman Submits First Report ---------------------------------------------------------------- Melanie S. McNeil, Esq., the duly appointed Patient Care Ombudsman for C.R.M. of Warrenton, LLC, in her First Report filed with the U.S. Bankruptcy Court for the Middle District of Georgia on May 5, 2021, said she is not aware of any significant change in conditions or decline in resident care in the Debtor's facility since her appointment on March 10, 2021. The Ombudsman's Report was based on the findings of Dawn Wolff, Ombudsman Representative for the Office of the State Long-Term Care Ombudsman (OSLTCO), during the Ombudsman Representative's visit at the Debtor's facility on April 22, 2021. A full-text copy of the Patient Care Ombudsman's First Report is available for free at https://bit.ly/3b8L6my from PacerMonitor.com. The Patient Care Ombudsman is represented by Christopher M. Carr, Esq., Attorney General, State of Georgia. Melanie S. McNeil, Esq., Patient Care Ombudsman for C.R.M. of Warrenton, LLC, may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327 Mobile: 404-416-0211 Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov Communications to the Patients Care Ombudsman must be directed to: Logan Winkles Senior Asst. Attorney General & Section Chief 40 Capitol Square, SW Atlanta, GA 30334-1300 Telephone: (404) 458-3708 About C.R.M. of Warrenton C.R.M. of Warrenton, LLC is a Bolingbroke, Ga.-based company that operates in the health care industry. C.R.M. of Warrenton filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-50201) on March 5, 2021. Michael E. Winget, Sr., managing member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Wesley J. Boyer, Esq., at Boyer Terry, LLC, serves as the Debtor's counsel. The U.S. Trustee appointed Melanie S. McNeil, Esq., as Patient Care Ombudsman for the Debtor. CARBONLITE: Pet Recycling Facility for Auction in Bankruptcy Case ----------------------------------------------------------------- Colin Staub of Plastic Recycling Update reports that the largest CarbonLite PET recycling facility will be auctioned as part of the company's ongoing bankruptcy proceedings. Virgin resin producer DAK Americas submitted a bid to purchase the Reading, Pa. plant for $96 million. CarbonLite, a major PET processor producing resin for bottlers and other end users, in March 2021 filed for Chapter 11 bankruptcy. The company's leader said the bankruptcy stemmed from "pressures directly related to the coronavirus pandemic." The company estimated liabilities of between $50 million and $100 million and assets within the same range. The company operates three U.S. facilities: in California, Texas and Pennsylvania. The Reading, Pa. plant is the company's most recent, having opened in early 2020, and it's the largest of the three locations, covering 270,000 square feet. During the Pennsylvania site's development, CarbonLite announced its investment in the facility would total at least $80 million and that the facility would be capable of producing 85 million pounds per year of RPET. Now, as the bankruptcy case unfolds, court documents show the Reading, Pa. facility is scheduled to be sold at auction this month. CarbonLite attorneys on March 18 filed paperwork beginning the process, and on May 3, 2021 CarbonLite filed an asset purchase agreement showing that DAK Americas has bid on the facility. DAK Americas is an international resin producer in the Alpek Polyester Business group of companies. The company submitted a "stalking horse" bid, the initial bid in a bankruptcy sale of assets. If no higher bids come in, subject to court approval, DAK will purchase CarbonLite’s Pennsylvania facility for $96 million. The auction is scheduled for May 17, 2021 and a sale hearing, in which the court will consider the winning bid, is scheduled for the following week. DAK Americas declined to comment on the bankruptcy proceedings while they are still in progress. DAK previously acquired and upgraded a U.S. PET recycling facility in Richmond, Ind., formerly known as Perpetual Recycling Solutions. DAK is one of several large prime plastic companies that have invested deeper in the recycling sector in recent years. Court documents submitted in April show CarbonLite solicited interest in sales of one or more of its facilities, including a thermoform packaging facility operated by CarbonLite subsidiary PinnPack in Oxnard, Calif. But so far, only the Pennsylvania facility has an active sale underway. CarbonLite declined to comment on whether the company will sell additional assets or what a sale could mean for the operations of the Pennsylvania facility. New details on business relationships Court documents related to the auction also highlight how CarbonLite's business relationships have changed since the bankruptcy began. Niagara Bottling, one of CarbonLite's largest customers, stopped buying resin from CarbonLite in March. According to documents prepared for the auction process, prior to the bankruptcy filing CarbonLite "unilaterally changed the pricing charged to Niagara under its contracts, which pricing changes Niagara did not accept. Accordingly, since March 2021, [CarbonLite] has not had a business relationship with Niagara." The document indicates CarbonLite made similar pricing changes with other customers, but that the changes were accepted. Nestlé Waters North America, now owned by BlueTriton Brands, continued to purchase from CarbonLite after the price change, although the document indicates Nestlé Waters "has decreased purchasing from [CarbonLite] in 2021 as compared to 2020." Coca-Cola also accepted pricing changes, the document states. The documents do not provide specifics of the pricing change CarbonLite implemented for its customers. Meanwhile, Amcor and PepsiCo have "paused purchasing" from CarbonLite during the bankruptcy proceedings, according to the sale document. About CarbonLite Holdings CarbonLite 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, LLC 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, estimated assets of $100 million to $500 million and debt of $50 million to $100 million. The Hon. John T. Dorsey is the case judge. 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. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 23, 2021. The committee is represented by Blank Rome, LLP and Hogan Lovells US, LLP. CHIM INTERNATIONAL: Case Summary & 17 Unsecured Creditors --------------------------------------------------------- Debtor: Chim International Inc. 239 Fourth Avenue, Suite 1500 Pittsburgh, PA 15222 Chapter 11 Petition Date: May 5, 2021 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 21-21133 Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 E-mail: dcalaiaro@c-vlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tracey Cartwright, CEO/president. 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/YKOLQEA/Chim_International_Inc__pawbke-21-21133__0001.0.pdf?mcid=tGE4TAMA CHS/COMMUNITY HEALTH: Fitch Rates 2030 Jr. Priority Sec. Notes 'CC' ------------------------------------------------------------------- Fitch Ratings has assigned a 'CC'/'RR6' rating to CHS/Community Health Systems, Inc.'s (CHS) junior priority secured notes due 2030. Proceeds are expected to be used to redeem the company's junior priority secured notes due 2024. The ratings apply to $12 billion of debt at March 31, 2021. The Rating Outlook is Positive, reflecting the company's slowly improving financial flexibility and operating profile. KEY RATING DRIVERS Coronavirus Business Disruption Manageable: Fitch believes CHS has sufficient headroom in the 'CCC' rating to continue to absorb the effect of the pandemic on operations in 2021. This is predicated on an assumption that sporadic government-mandated shutdowns and business disruption related to spiking COVID-19 patient volumes in late 2020 and early 2021 will not significantly disrupt a recovery in elective patient volumes that began in mid-2020. Very High Debt Burden: CHS encountered the pandemic with a highly leveraged balance sheet despite efforts to reduce debt following the acquisition of rival hospital operator Health Management Associates, LLC (HMA) in late 2014. Fitch-calculated leverage at Dec. 31, 2020 was 11.4x (and 7.3x considering grants provided by the Coronavirus Aid, Relief and Economic Security [CARES] Act), versus 5.2x prior to the acquisition. CHS paid down more than $3 billion of debt since the beginning of 2016 primarily using proceeds from the spinoff of Quorum Health Corp. and a series of smaller divestitures. Incremental Progress Addressing Capital Structure: In addition to the divestiture-funded debt repayment, CHS has slowly been addressing concerns in the liquidity profile through a series of transactions including debt exchanges completed in November and December 2020. Unlike a June 2018 and a December 2019 debt exchange, Fitch did not consider the 2020 transactions as distressed debt exchanges since they took advantage of market pricing and excess liquidity, rather than being conducted to avoid bankruptcy or similar insolvency. The junior priority secured notes issuance will continue to address upcoming debt maturities without the company resorting to off-market options. Fitch views the extension of maturities as a credit positive since it increases CHS's window to execute an operational turnaround plan that is focused on restoring organic growth and improving the profitability of hospitals in the markets remaining after a recently completed divestiture program. Forecast Reflects Hospital Divestitures: Fitch's $1.5 billion operating EBITDA forecast for CHS in 2021 reflects completed hospital divestitures. The company sold about 60 hospitals with nearly $6 billion of annualized revenues during 2017-2020, raising about $2.8 billion of cash proceeds and leaving a footprint of 85 hospitals at March 31, 2021. The divestiture program is part of a long-term plan to improve same-hospital margins and sharpen focus on markets with better organic operating prospects. Divestiture proceeds have been a source of debt paydown, but long-term repair of the balance sheet will require the company to expand EBITDA through a return to organic growth and expansion of profitability in the group of remaining hospitals. CHS concluded the divestiture program in 2020 and Fitch does not incorporate any further divestiture proceeds in its forecast. Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio faced secular headwinds to less-acute patient volumes, which are highly susceptible to weak macroeconomic conditions, seasonal influences on flu and respiratory cases, and health insurer scrutiny of short-stay admissions and preventable hospital readmissions. CHS's same-hospital operating trends were weak in 2017 and 2018, although quarterly results showed sequential improvement in yoy performance on various patient volume measures throughout 2019. The operating EBITDA margin also showed signs of stabilization during 2018-2019 after five consecutive quarters of yoy declines in this metric in 1Q17 to 1Q18. The pandemic influenced operating results in 2020, with CHS's 1H20 volume declines and subsequent sequential recovery falling broadly in line with acute care hospital industry peers. DERIVATION SUMMARY CHS's 'CCC' IDR reflects the company's weak financial flexibility with high gross debt leverage and stressed FCF generation (cash flow from operations [CFFO] less capex and dividends). High leverage partly reflects a legacy operating profile focused on rural and small suburban hospital markets that are facing secular headwinds to organic growth. A pivot toward faster growing and more profitable markets at the conclusion of the divestiture program should boost profitability to be more in line with higher rated industry peers HCA Healthcare Inc. (HCA; BB/Stable), Tenet Healthcare Corp. (THC; B/Stable) and Universal Health Services Inc. (UHS; BB+/Stable). KEY ASSUMPTIONS Fitch's key assumptions within the Agency's rating case for the issuer include: -- A steady recovery in patient volumes following pandemic related business disruption in 2020 resulting in 4% topline growth in 2021; -- EBITDA margin rebounds in 2021 to about 13%; -- CFFO of $400 million-$500 million annually in 2021-2023; -- Capital intensity assumed at 3.5% in 2021-2023; -- Fitch's 2020 and 2021 EBITDA calculations for CHS do not include CARES Act grants, but these amounts are included in FCF (CFFO less capex); -- The forecast assumes no additional fiscal support and that the CARES Act items that require repayment are repaid on the schedule currently outlined by the Centers for Medicare and Medicaid Services (CMS) in 2021 and 2022; -- The forecast assumes no additional hospital divestiture proceeds. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The operational turn-around plan gains traction in the next 12-18 months, evidenced by stabilization in the operating EBITDA margin and better growth in organic patient volumes; -- An expectation that ongoing CFO generation will be sufficient to fund investment in the remaining hospital markets to support an expectation of improved organic growth; -- An expectation that the company will be able to successfully refinance debt maturities without resorting to off market options like debt exchanges. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- A downgrade to 'CCC-' or below or a revision of the Outlook to Stable or Negative would reflect an expectation that the company will struggle to refinance upcoming maturities. This would likely be a result of deterioration in revenues and EBITDA, leading Fitch to expect either another distressed debt exchange or a more comprehensive restructuring. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity During Pandemic: CHS has maintained a comfortable liquidity cushion during the pandemic-related business disruption. Sources of liquidity include $1.3 billion of cash on hand at March 31, 2021 and $633 million of availability under the $1 billion asset-based lending (ABL) facility, with $120 million of LOC outstanding. ABL availability is subject to a borrowing base calculation. Liquidity has also been supported by funding received through the CARES Act. CHS received $719 million in grant funding and about $1.2 billion in accelerated Medicare payments in 2020. Other sources of near-term liquidity enhancement include the deferral of 2020 payroll tax payments. Some of these liquidity enhancements are temporary measures that are required to be repaid starting with the Medicare advances beginning in April 2021. Fitch does not expect the unwinding of these temporary government funded liquidity bolsters to strain CHS's financial profile. The company's debt agreements do not include financial maintenance covenants. Debt Issue Notching: Fitch's recovery assumptions result in a recovery rate for CHS's approximately $8.7 billion of first-lien, senior secured debt, which includes the ABL and senior secured notes, within the 'RR1' range to generate a three-notch uplift to the debt issue ratings from the IDR, to 'B'/'RR1'. The $3.1 billion senior secured junior priority notes are notched down by two to reflect estimated recoveries in the 'RR6' range, to 'CC'/'RR6', and the $1.7 billion senior unsecured notes are notched down by three, to 'C'/'RR6' to reflect estimated recoveries in the 'RR6' range and structural subordination of these notes relative to the prior ranking junior priority secured notes. Fitch assumes that CHS would draw $700 million on the ABL prior to a bankruptcy scenario and includes that amount in the claims waterfall. Fitch estimates an enterprise value (EV) on a going concern basis of $8.8 billion for CHS, after a deduction of 10% for administrative claims. The EV assumption is based on post-reorganization EBITDA after payments to noncontrolling interests of $1.4 billion and a 7.0x multiple. Fitch's post reorganization EBITDA estimate assuming ongoing deterioration in the business is offset by corrective measures taken to arrest the decline in EBITDA after the reorganization. Fitch does not believe that the coronavirus pandemic has changed the longer-term valuation prospects for the hospital industry and CHS's post-reorganization EBITDA and multiple assumptions are unchanged from the last ratings review. The post-reorganization EBITDA estimate is approximately 2.5% lower than Fitch's 2021 forecast EBITDA for CHS. Fitch's post reorganization EBITDA estimate assumes ongoing deterioration in the business, but is offset by corrective measures taken to arrest the decline in EBITDA after the reorganization. The 7.0x multiple employed for CHS reflects a history of acquisition multiples for large acute care hospital companies with similar business profiles as CHS in the range of 7.0x-10.0x since 2006 and the average public trading multiple (EV/EBITDA) of CHS's peer group (HCA, UHS and THC), which has fluctuated between approximately 6.5x and 9.5x since 2011. CHS has recently sold hospitals in certain markets for a blended multiple that Fitch estimates is higher than the 7.0x assumed in the recovery analysis. However, Fitch believes the higher multiple on recent transactions is due to strong interest by strategic buyers in markets where they have an existing footprint and so is not necessarily indicative of the multiple that the larger CHS entity would command. ESG CONSIDERATIONS CHS has an ESG Relevance Score of '4' for Exposure to Social Impacts due to societal and regulatory pressures to constrain growth in healthcare spending in the U.S. This dynamic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CHS/COMMUNITY HEALTH: Moody's Rates New Jr. Secured Notes 'Caa3' ---------------------------------------------------------------- Moody's Investors Service assigned a Caa3 senior secured rating to CHS/Community Health Systems, Inc.'s new junior priority secured notes. The rating agency noted that there are no changes to Community's existing ratings, including its Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, Caa1 senior secured first lien ratings, Caa3 senior secured junior notes ratings, and its Ca senior unsecured notes rating. There is also no change to Community's Speculative Grade Liquidity Rating of SGL-3. The outlook remains stable. Proceeds from the new junior priority secured notes issuance will be used together with cash on hand to repay all of the company's 8.125% junior priority secured notes due June 2024 and pay related fees and expenses. Moody's views this leverage-neutral transaction as being credit positive, because it will reduce Community's intermediate term refinancing risk while also likely providing some interest expense savings. CHS/Community Health Systems, Inc. Ratings assigned: Junior priority secured notes due 2030 at Caa3 (LGD 5) RATINGS RATIONALE Community's Caa2 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage in the mid-7 times. The rating is also constrained by Moody's expectation for negative free cash flow over the next 12-18 months because of Community's high interest costs, the significant capital requirements of the business, and the need to begin repaying the accelerated Medicare payments over the April 2021-September 2022 timeframe. The rating is also constrained by industry-wide operating headwinds which will limit operational improvement despite Community's turnaround initiatives. The rating is supported by Community's large scale, geographic diversity and the successful execution of its divestiture program. Despite the negative effects of the COVID-19 pandemic on volumes, Community's liquidity has been significantly helped by substantial government aid to hospitals. The stable outlook reflects Moody's view that the current ratings adequately reflect Community's weak operating performance and elevated probability of default. With respect to governance, Community has been unable to demonstrate a consistent track record for meeting its own financial guidance. As a for-profit hospital operator, Community also faces high social risk. The affordability of hospitals and the practice of balance billing has garnered substantial social and political attention. Hospitals are now required to publicly provide pricing for several services, although compliance and practice is inconsistent across the industry. Additionally, hospitals rely on Medicare and Medicaid for a substantial portion of reimbursement. Any changes to reimbursement to Medicare or Medicaid directly impacts hospital revenue and profitability. Further, as Community is focused on non-urban communities, slow population growth tempers the company's capacity to grow admissions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could downgrade the ratings if there is deterioration in Community's earnings, if liquidity weakens or if, for any other reason, the probability of default rises or recovery prospects weaken. Moody's could upgrade the ratings if operational initiatives result in improved volume growth and margin expansion. Community would also need to improve its free cash flow and liquidity and reduce financial leverage -- creating a more sustainable capital structure -- before Moody's would consider an upgrade. CHS/Community Health Systems, Inc., headquartered in Franklin, Tennessee, is an operator of general acute care hospitals in non-urban and mid-sized markets throughout the US. Revenues in the last twelve months ended March 31, 2021 were approximately $12 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. CLARK EQUIPMENT: Moody's Rates New Secured Term Loan Add-on 'Ba3' ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to the proposed backed senior secured term loan B add-on facility that will be borrowed by Clark Equipment Company and guaranteed by Doosan Bobcat Inc. (DBI, Ba3 stable). The outlook remains stable. The proceeds from the term loan B add-on will be used to partly fund DBI's KRW750 billion (around $690 million) acquisition of Doosan Corporation's industrial vehicle (forklift) business. RATINGS RATIONALE "The Ba3 rating reflects DBI's dominant position in the compact farm and construction equipment market in North America, good ability to generate positive free cash flow and good liquidity profile," says Sean Hwang, a Moody's Assistant Vice President and Analyst. "These strengths are counterbalanced by the cyclical nature of the compact farm and construction equipment industry, DBI's moderate market position in Europe and the risk related to the weaker credit quality of Doosan Group affiliates," adds Hwang. The proposed term loan B add-on will be secured by a first lien on substantially all of the assets of the borrower — except for those assets secured by the first lien for the existing ABL facility — and will also be guaranteed by DBI, which is largely similar to the existing term loan and notes. Nonetheless, the proposed term loan B add-on is rated at the same level as DBI's corporate family rating because the company's term loans and notes rank pari passu with each other and constitute effectively all of DBI's debt, which implies limited junior cushions in its liability structure. Moody's expects DBI's adjusted EBITDA to increase by around 20%-30% in 2021 from a year earlier, because of a recovery in its key markets as well as incremental earnings from the acquisition of Doosan Corporation's forklift business. DBI reported EBITDA (its own measure) of $182 million for the first quarter of 2021, up 27.5% from a quarter earlier. This EBITDA growth should mostly offset the proposed term loan B add-on, keeping DBI's adjusted debt/EBITDA at 3.1x in 2021, similar to the 3.0x level for 2020. The adjusted net debt/EBITDA, however, will increase by a larger extent to about 1.9x from 1.3x during the same period. This level of financial leverage is still consistent with its Ba3 rating category. Moody's also expects DBI's financial leverage to improve gradually from 2022, underpinned by its good ability to generate free cash flow and a gradual increase in earnings. DBI's rating also takes into account the following environmental, social and governance (ESG) factors. The company has generally maintained a prudent financial policy over the past few years. For instance, DBI has a track record of making voluntary prepayments on its term loan until 2019. Although debt is likely to increase in 2021 to fund the large acquisition, Moody's expects the company's overall financial profile to remain sound. Moody's considers Doosan group's control over DBI as a governance risk, given the weak liquidity of key Doosan group affiliates. The related risk is mitigated by DBI's reasonably conservative dividend payments and good financial flexibility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The stable outlook mainly reflects Moody's expectation that DBI's business profile will remain broadly stable, while the extent of weakening in its financial leverage as a result of the acquisition will be manageable. Moody's could upgrade the ratings if (1) DBI's financial profile remains strong, such that its adjusted debt/EBITDA remains below 2.0x-2.5x on a sustained basis; and (2) Doosan group's overall credit quality improves meaningfully. Moody's could downgrade the ratings if DBI's earnings remain weak or debt increases further, such that its adjusted debt/EBITDA exceeds 3.5x-4.0x on a sustained basis. The ratings could also be strained if Doosan group's credit quality deteriorates meaningfully. In addition, material cash outlays to Doosan group affiliates would also be negative for the rating. The principal methodology used in this rating was Manufacturing Methodology published in March 2020. Doosan Bobcat Inc. is the leading manufacturer of compact farm and construction equipment mainly in North America and EMEA. It engages in the design, manufacture, sale and service of compact farm and construction equipment under the Bobcat brand, and of portable power products. COLUMBUS MCKINNON: Moody's Rates New First Lien Bank Facilities Ba2 ------------------------------------------------------------------- Moody's Investors Service confirmed the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating of Columbus McKinnon Corporation ("CMCO"). Moody's also confirmed all other existing debt instrument ratings of CMCO. Moody's assigned a Ba2 rating to the proposed senior secured revolving credit facility maturing in 2026 and senior secured term loan due 2028. The company's Speculative Grade Liquidity rating is unchanged at SGL-1, signifying very good liquidity. Moody's also changed the outlook to stable from ratings under review. This concludes the review for downgrade initiated on March 2, 2021. Proceeds from the proposed transaction are expected to be used to refinance the company's existing debt, take out bridge financing that was used to acquire Dorner Manufacturing Corporation (Dorner) on April 7, 2021 for $485 million and pay related transaction fees and expenses. The confirmation of the ratings reflects Moody's expectation that the company will continue to generate strong free cash flow, which will be applied to repay debt. Moody's expects that earnings growth and debt repayment will drive deleveraging such that debt/EBITDA will improve to the 4.0x range, down from over 5.0x currently (pro forma for the transaction). The confirmation is also supported by the company's issuance of equity in April 2021 to help fund the transaction. The confirmation also reflects the strategic benefits of the acquisition, including expansion of CMCO's product offering into precision conveying systems and industrial automation. The acquisition will also increase CMCO's scale and end market diversification, while adding a higher margin business. Moody's took the following rating actions: Assignments: Issuer: Columbus McKinnon Corporation Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Senior Secured Term Loan B, Assigned Ba2 (LGD3) Confirmations: Issuer: Columbus McKinnon Corporation Corporate Family Rating, Confirmed at Ba3, previously on review for downgrade Probability of Default Rating, Confirmed at Ba3-PD, previously on review for downgrade Senior Secured Bank Credit Facility, Confirmed at Ba2 (LGD2, from LGD3), previously on review for downgrade Senior Secured Term Loan B, Confirmed at Ba2 (LGD2, from LGD3), previously on review for downgrade Outlook Actions: Issuer: Columbus McKinnon Corporation Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Ba3 is supported by CMCO's favorable market position and strong brands in the material handling products and systems market. The company has a diverse product portfolio ranging from hoists and actuators to rigging tools and digital power control systems serving a wide range of commercial and industrial end markets. The rating is constrained by the company's moderate scale and exposure to cyclical end markets. The company's top line and margins have been pressured by the demand driven effect of the coronavirus. However, Moody's expects that the company's earnings will improve supported by improving global macroeconomic fundamentals and the acquisition of Dorner's higher margin business. Amid these challenges the company maintains very good liquidity supported by its solid free cash flow. From a corporate governance perspective, the company has a well-balanced financial policy, exemplified by a strong track record of debt repayment post acquisitions and a very good liquidity profile. Moody's expects that the company will follow similar policies following the Dorner acquisition. The stable outlook is based on Moody's expectation that the company will successfully integrate the Dorner acquisition and profitability will recover from pandemic related headwinds. Further, it is Moody's expectation that the company will proactively repay debt such that debt/EBITDA trends towards 4.0x over the next twelve months. The assigned Ba2 rating to the company's proposed senior secured bank facility, one notch higher than the Ba3 CFR, reflects the support provided by the company's junior unsecured liabilities including pension and leases. Borrowers under the facilities include CMCO, Columbus McKinnon EMEA GmbH and certain designated subsidiaries of CMCO. The SGL-1 rating reflects Moody's expectation that the company will maintain very good liquidity, characterized by solid cash generation, healthy cash balances, and an undrawn revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be considered if the company meaningfully reduces debt while improving operating margins, end-markets improve such that organic revenues are on an upward trajectory and the company demonstrates successful acquisition integration. In addition, debt/EBITDA sustained below 3.5 times, could support an upgrade. Conversely, Moody's could lower the ratings if the company experiences integration challenges, adjusted debt/EBITDA is sustained above 4.5x or if free cash flow to adjusted debt falls below 5%. Financial policy becoming more aggressive including additional debt-financed acquisitions or debt-financed share repurchases or dividends could also exert downward rating pressure. Following are some of the preliminary credit agreement terms, which remain subject to market acceptance. The proposed first lien credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: incremental debt capacity up to the sum of $100 million plus an unlimited amount subject to pro forma compliance with secured net leverage ratio of 3.5x. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. The credit agreement does not permit the designation of unrestricted subsidiaries, preventing collateral "leakage" to unrestricted subsidiaries. Each of the company's direct and indirect, existing and future, U.S. subsidiaries and certain non-U.S. subsidiaries act as guarantors whether or not wholly-owned, eliminating the risk that guarantees will be released because they cease to be wholly-owned. The credit agreement provides some limitations on up-tiering transactions, including the requirement that each lender directly affected consents to: (i) actions taken to subordinate (or have the effect of subordinating) the liens or obligations in contractual right of payment under the facilities documentation to other indebtedness (including guarantees), unless each adversely affected lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share of the new senior indebtedness, and to the extent such adversely affected lender participates in the new senior indebtedness, it receives its pro rata share of the fees and any other similar benefit; (ii) amend the pro rata sharing provisions. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Headquartered in Getzville, NY, Columbus McKinnon Corporation is a global manufacturer of material handling products, systems and services, which efficiently and ergonomically move, lift, position or secure material. Key products include hoists, chains, actuators and rigging tools and drives and controls. Net sales are approximately $650 million. Pro forma for the Dorner acquisition, revenues approximate $760 million. COMMUNITY HEALTH: Unit to Offer $1.4-Bil. of Secured Notes Due 2030 ------------------------------------------------------------------- Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., intends to offer $1,440 million aggregate principal amount of Junior-Priority Secured Notes due 2030, subject to market and other conditions. The Issuer intends to use the net proceeds from the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.125% Junior-Priority Secured Notes due 2024 and to pay related fees and expenses. The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 of March 31, 2021, the Company had $15.59 billion in total assets, $16.70 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.59 billion. * * * 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'. CONAIR HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Conair Holdings LLC. Moody's also assigned B1 (LGD3) ratings to the company's proposed $1.165 billion first lien senior secured term loan. The outlook is stable. American Securities LLC through its subsidiaries plans to acquire Conair Corporation in a leveraged buyout transaction. Proceeds from the first lien term loan together with a $430 million second lien term (not rated), and cash equity investment will be used to finance this acquisition. Conair also plans to put in place a new $400 million ABL revolver which will have seniority over both the first lien and second lien term loans. Moody's assigned the following ratings Assignments: Issuer: Conair Holdings LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) Outlook Actions: Issuer: Conair Holdings LLC Outlook, Assigned Stable RATINGS RATIONALE Conair's B2 Corporate Family Rating reflects the company's large scale, portfolio of recognizable and innovative brands with leading market positions and good channel diversification. Consair also benefits from relatively stable demand during cyclical downturns compared to other durable companies given its breadth of products in small kitchen appliances and personal care solutions. Key credit concerns include the recent leverage buyout that will yield an aggressive financial policy at the onset with high financial leverage. Private equity ownership could lead to aggressive shareholder focused policies. There is also risk of brand erosion as the company expands its Cuisinart brand into mass distribution channels which could potentially erode the brand with mass distribution and higher promotional offerings. Moody's expects that Conair's operating performance will remain good over the next 12-18 months with revenue growth of about 3-4%. The company will benefit from its expansion in the mass distribution channels while consumers continue to focus on at-home purchases due to the global pandemic. The company will also experience recovery in its smaller commercial appliance business as restaurants fully reopen. Moody's expects that annual free cash flow will range between $85 million to $95 million over the next 12-18 months. Further, Moody's-adjusted debt to EBITDA will remain high at around 6.3x - 6.5x during this period, though modestly decline from closing pro-forma leverage of 7.0x. This assumes that excess cash is used towards the repayment of debt with no outsized investments, acquisitions, or dividend payments. 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 Conair from the current weak global 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 regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. Governance factors take into account an aggressive financial policy and high leverage following the company's leverage buyout by American Securities. Conair's ownership by a private equity firm increases risk of activities such as debt-funded acquisitions and potential large dividend distributions. Moody's expect financial leverage to remain high as the company focuses on business reinvestment over the next 12 to 18 months. Acquisitions will be more opportunistic and large debt-funded acquisitions could potential detract from the company's ability to maintain its ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that industry fundamentals in kitchen and personal care products will remain strong over the next 12 to 18 months as consumers continue to focus at in-home purchases and the commercial sector slowly begins to recover following the pandemic inflicted shutdowns. Moody's expects Conair to continue to generate good free cash flow that will be applied toward reinvestment in the business or debt reduction. The rating outlook also reflects Moody's expectation that any acquisitions will be modest in size and funded primarily with internally generated cash or additional equity investment such that leverage remains within the rating category The ratings could be upgraded if the company maintains a more conservative financial policy by reducing financial leverage and sustaining good sales growth and stable operating margins. Additionally, the company will also need to maintain good liquidity. Debt to EBITDA will need to be maintained at or below 5.5x before a rating upgrade is considered. The ratings could be downgraded if the company's operating performance deteriorates, industry conditions weaken, liquidity weakens, or if the company peruses debt financed acquisitions or cash distributions to shareholders leading to high financial leverage. The rating could also be downgraded if debt to EBITDA is sustained above 7.0x. Conair has good liquidity consisting of a new $400 million 5-year ABL (unrated) which is expected to be unused at close. Moody's expects the company will generate about $85 million to $90 million of annual free cash flow. Following the closing of the LBO, there will be no material maturities until 2028 when the first lien term loan comes due. The proposed first and second lien term loan and the ABL facility are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable first lien facility terms include the following: Incremental debt capacity up to the greater of $245 million and 100% of Consolidated EBITDA plus unlimited amounts so long as pro forma Consolidated first lien net leverage ratio does not exceed 4.75: 1.00 (if pari passu secured). No portion of the incremental debt may be incurred with an earlier maturity 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 (i) restrict the company from transferring or exclusively licensing material intellectual property to any unrestricted subsidiary or to any subsidiary that is not a loan party; or (ii) prohibit the company from designating a subsidiary as unrestricted if it holds or exclusively licenses material intellectual property. 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, and among other things, only permit guarantee releases if (i) as a result of ceasing to be wholly-owned if the equity interests in such guarantor are transferred to an unaffiliated third party, (ii) subject to the company's investment capacity to invest in the released subsidiary, (iii) the released subsidiary cannot incur additional debt or liens, and (iv) the released subsidiary does not own or license intellectual property that is material to the business. 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. Conair Holdings LLC is a designer, manufacturer and marketer of branded personal care appliances, small kitchen appliances and cookware, commercial foodservice equipment, professional hair care and beauty products, hairbrushes and haircare accessories, cosmetic and organizer bags and travel accessories. The company's leading brands include Cuisinart, Conair, Scunci, Babyliss, and Waring. Following a leveraged buyout, the company is indirectly owned by private equity firm, American Securities LLC, with annual revenue of $2.1 billion. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. COUNTRY FRESH: Country Fresh, Sun Rich Operate as One After Sale ---------------------------------------------------------------- Laura Gillespie of Houston Business Journal reports that Houston-based Country Fresh and Sun Rich USA will now operate as one company after they were acquired out of bankruptcy by New York City-based Stellex Capital Management. The two subsidiaries, which were previously part of Fresh Food Group, are now a standalone company called Country Fresh. The company is owned by Stellex, previous management and Country Fresh's original founder, Bryan Herr. The new Country Fresh provides fresh-food products to retail, foodservice, club and convenience store clients across the U.S. The standalone company will serve products from both Country Fresh and Sun Rich USA, mainly fresh-cut fruit, apple slices and vegetable snacks. "I am excited to be re-entering this product category," said Herr. "Service to the customer was the core tenant of Country Fresh's foundation, and this philosophy will guide all priorities at the company moving forward." Doug Burris will be CEO. He worked at the company from 2005 to 2019, most recently as executive vice president. "This is an exciting opportunity to continue building a market-leading business that offers quality, consistency and innovative new products — attributes that has historically differentiated Country Fresh in the market," said Burris. "We have brought together an exceptionally talented team to lead this business into a new era and capture the opportunities before us. Our immediate goal is to strengthen the company’s operations and enhance its fresh food product offerings to create an optimized foundation for increased growth." Country Fresh Holding Company Inc. and 16 affiliated companies filed for Chapter 11 bankruptcy protection in Houston on Feb. 15. 2021. The company brought $119 million in debt to the U.S. Bankruptcy Court for the Southern District of Texas, according to a declaration from Stephen Marotta. Marotta is a senior managing director of Ankura Consulting Group LLC and was appointed as the chief restructuring officer for CF Holding on Feb. 15, 2021. The Covid-19 pandemic was the main cause of the company's bankruptcy filing, Marotta's declaration states. Stellex purchased the subsidiaries for $35.5 million, bankruptcy filings state, and the sale closed April 29, 2021. Stellex had been the stalking-horse bidder when Country Fresh filed for bankruptcy. It was named the successful bidder for the U.S. assets when the auction concluded March 24, 2021. Taylor Fresh Foods was the back-up bidder. For Country Fresh's Toronto and Brampton assets, Homestyle Selections LP was the successful bidder, while Summer Fresh Salads was the back-up bidder. For its Vancouver assets, Save-On Foods LP was the successful bidder. About Country Fresh Holding Country Fresh Holdings, LLC operates as a holding company. The company, through its subsidiaries, provides fresh-cut fruits and vegetables, snacking products, and home meal replacement solutions. Country Fresh Holdings serves customers in the United States and Canada. Country Fresh Holding Company and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-30574) on Feb. 15, 2021. The Hon. David R. Jones is the case judge. The Debtors tapped Foley & Lardner, LLP, as their legal counsel and Epiq Corporate Restructuring as their claims agent. Ankura Consulting Group, LLC provides the Debtors with management and restructuring services. On Feb. 25, 2021, the U.S. Trustee for Region 7 appointed a committee of unsecured creditors in these Chapter 11 cases. The committee tapped Kilpatrick Townsend as its lead counsel and Cassels Brock & Blackwell LLP as its Canadian counsel. CSI COMPRESSCO: Incurs $14.5 Million Net Loss in First Quarter -------------------------------------------------------------- CSI Compressco LP filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $14.47 million on $65.71 million of total revenues for the three months ended March 31, 2021, compared to a net loss of $13.63 million on $85.44 million of total revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $708.18 million in total assets, $72.49 million in total current liabilities, $675.59 million in total other liabilities, and ($39.9 million) in total partners' capital. "In the first quarter of 2021, we saw business activity stabilize at similar levels to the fourth quarter of 2020. Revenues, EBITDA and utilization were relatively flat after adjusting for the assets sales from the fourth quarter, which is traditionally a very lumpy business. More importantly, we saw the trends throughout the quarter improve, both in actual results and in forward looking quotes and activity. While we cannot predict with certainty the rest of the year's performance, the trends give us optimism around our original thesis that 2021 will improve as the year progresses. Our customers appear more confident in their projected activity for the rest of the year and now appear to be executing around those plans. The overall impact of this customer activity, if it continues, is that in the second half of 2021 both the contract compression business and the aftermarket services business should begin to see improving utilization and margins that improve through the rest of the year," commented John Jackson, chief executive officer of CSI Compressco. "We remain excited about the future of the Partnership and the industry overall. While the improving market trends exist, we recognize that risks around results may persist during 2021, but we are optimistic about both the near-term activity levels and long-term future of the compression industry. Capital discipline, cost management and customer service are areas we continue to aggressively pursue as these are areas we can control. We expect to deliver the highest levels of service and performance to our customers as we have the people and assets in place that allow us to execute efficiently in any environment. We believe the natural gas business has a bright future and is a critical component of the energy infrastructure both today and in the transition in the energy markets in the years ahead." Positive net cash provided by operating activities was $9.6 million in the first quarter, compared to $7.0 million in the fourth quarter. Distributable cash flow in the first quarter was $4.3 million, resulting in a distribution coverage ratio of 8.9x. Cash on hand at the end of the first quarter was $20.9 million . No amounts were drawn nor outstanding on the Partnership's asset-based loan at the end of the first quarter. The Company's debt consists of $80.7 million of unsecured bonds due in August 2022, $400.0 million of first lien secured bonds due in 2025 and $157.2 million of second lien secured bonds due in 2026. Net loss for the twelve months ended March 31, 2021 was $74.7 million. Net leverage ratio at the end of the quarter was 6.1x. The Company expects capital expenditures for 2021 to be between $30.0 million and $40.0 million. The forecast includes between $8.0 million and $12.0 million for new fleet additions. Maintenance capital expenditures are expected to be between $20.0 million and $24.0 million. Investments in the Helix digitally enhanced compression system and other technologies are expected to be between $2.0 million and $4.0 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1449488/000144948821000006/tti-20210331.htm About Compressco CSI Compressco is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. CSI Compressco's compression and related services business includes a fleet of approximately 4,900 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines. CSI Compressco also provides well monitoring and automated sand separation services in conjunction with compression and related services in Mexico. CSI Compressco's aftermarket business provides compressor package reconfiguration and maintenance services. CSI Compressco's customers comprise a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States, as well as in a number of foreign countries, including Mexico, Canada and Argentina. CSI Compressco is managed by Spartan Energy Partners. CSI Compressco reported a net loss of $73.84 million for the year ended Dec. 31, 2020, compared to a net loss of $20.97 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $709.96 million in total assets, $59.41 million in total current liabilities, $675.88 million in total other liabilities, and a total partners' deficit of $25.33 million. * * * As reported by the TCR on Feb. 25, 2021, Moody's Investors Service has completed a periodic review of the ratings of CSI Compressco LP and other ratings that are associated with the same analytical unit. Moody's said CSI Compressco's Caa1 corporate family rating reflects its modest scale relative to its peers and high but improving debt leverage. DCR ENGINEERING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: DCR Engineering Services, Inc. 6977 Hayter Dr. Lakeland, FL 33813 Chapter 11 Petition Date: May 5, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-02316 Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Dale C. Rossman, president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5CYELBI/DCR_Engineering_Services_Inc__flmbke-21-02316__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Bank of America Credit Card $35,311 PO Box 15796 Purchases Wilmington, DE 19886 2. Bitworks Systems, Inc. Trade Debt $13,475 1319 Los Amigos Ave. Simi Valley, CA 93065 3. Bush Ross, P.A. Legal Services $190,665 220 South Franklin Street Tampa, FL 33602 4. Endress & Hauser Trade Debt $121,744 3250 Endress Place Greenwood, IN 46143 5. Fowl Cay Limited All Assets $3,331,385 Partnership 6977 Hayter Dr. Lakeland, FL 33813 6. Hancock Bank All Assets $7,065,053 100 2nd Ave. North Suite 200 Saint Petersburgh, FL 33701 7. Hancock Bank All Assets $935,998 100 2nd Ave. North Suite 200 Saint Petersburgh, FL 33701 8. Hancock Bank Visa Credit Card $9,472 PO Box 4019 Purchases Gulfport, MS 39502 9. Internal Revenue Svc $856,213 Spec Proc Function PO Box 35045 Stop 5720 Jacksonville, FL 32202 10. Internal Revenue Svc $83,946 Spec Proc Function PO Box 35045 Stop 5720 Jacksonville, FL 32202 11. McCormick Stevenson Trade Debt $10,450 25400 US Highway 19N Suite 162 Clearwater FL 33763 12. Modspace Goods or Services $9,580 7901 4th St. Suite 300 Saint Petersburg, FL 33702 13. Motorola Solutions, Inc. Trade Debt $11,177 500 West Monroe St. Chicago, IL 60661 14. Regus Management Group Rent $16,421 3000 Kellway Drive Suite 140 Carollton, TX 75006 15. Selektek Inc. Trade Debt $17,696 2015 Vaughn Rd. Ste. 130 Kennesaw, GA 30144 16. Spectrum Enterprise Services $9,410 PO Box 223085 Pittsburgh, PA 15251 17. Stirling United Plaza $29,137 PO Box Dallas, TX 75391 18. Syscon LLC Trade Debt $20,820 12349 Jess Walden Rd Dover, FL 33527 19. Trihedral, Inc. - Trade Debt $154,676 Florida 4700 Millenia Lakes Blvd #260 Orlando, FL 32839 20. WPT Land 2 LP $311,387 700 Dresher Rd Suite 150 Horsham, PA 19044 DIOCESE OF ROCKVILLE: Westerman Ball Represents Parish Group ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Westerman Ball Ederer Miller Zucker & Sharfstein, LLP submitted a verified statement to disclose that it is representing the Diocesan Parishes and the Seminary of the Immaculate Conception, and together with the Diocesan Affiliates in the Chapter 11 cases of The Roman Catholic Diocese of Rockville Centre, New York. The Diocesan Affiliates, including as set forth in the Debtor's schedules and statement of financial affairs, may (a) have claims against the Debtor as such term in defined in title 11 of the United States Code, which claims may not yet be known or determined, and may be unmatured, unliquidated and/or contingent, (b) be a party to certain agreements with the Debtor, (c) be a defendant in litigation in which the Debtor is a defendant, and (d) have or share an interest in property of the Debtor, such as insurance policies and proceeds, or property held by the Debtor for them. The Diocesan Affiliates do not own any equity securities of the Debtor. The names and addresses of the Diocesan Affiliates represented by WBEMZS are set forth on Schedule "A." St. Killian Parish 485 Conklin Street Farmingdale, NY 11735 Sacred Heart Church 720 Merrick Avenue N. Merrick, NY 11566 St. Joseph Parish 1346 Broadway Hewlett, NY 11557 St. Joachim's Church 614Central Avenue Cedarhurst, NY 11516 Our Lady of Good Counsel 68 Wanswer Avenue Inwood, NY 11096 Saint Martin of Tours 220 Central Avenue Bethpage, NY 11714 Our Lady Queen of Martyrs R.C. Church 53 Prospect Road Centerport, NY 11721 St. Lawrence the Martyr Roman Catholic Church 27 Handsome Avenue Sayville, NY 11782 Saint Philip Neri Church 344 Main Street Northport, NY 11768 Parish of the Cure of Ars 2323 Merrick Avenue Merrick, NY 11566 St. Elizabeth Ann Seaton Church 800 Portion Road Lake Ronkonkoma, NY St. Ignatius Martyr Church 721 West Broadway Long Beach, NY 11561 Saint Mary of the Isle Church 315 East Walnut Street Long Beach, NY 11561 Our Lady of the Miraculous Medal Church 75 Parkside Drive Pt. Lookout, NY 11569 St. Ignatius Loyola R.C. Church 129 Broadway Hicksville, New York 11801 St. Brigid Catholic Church 85 Post Avenue Westbury, New York 11590 St. Gertrude R.C. Church 28 School Street Bayville, New York 11709 St. John of God R.C. Church 84 Carleton Avenue Central Islip, New York 11722 St. Hyacinth R.C. Church 319 Cedar Swamp Road Glen Head, New York 11542 St. Hedwig's Roman Catholic Church One Depan Avenue Floral Park, New York 11001 St. Bernard's Roman Catholic Church 3100 Hempstead Turnpike Levittown, New York 11756 St. Francis of Assisi Church 29 Clay Pitts Road Greenlawn, New York 11740 St. Boniface Martyr Parish 145 Glen Avenue Sea Cliff, New York 11579 Holy Spirit Church 16 South 6th Street New Hyde Park, New York 11040 The Seminary of the Immaculate Conception 440 West Neck Road Huntington, New York 11743 WBEMZS was engaged by each of the Diocesan Affiliates to represent their respective individual interests in connection with the commencement of the Debtor's case at the instance of each of the Diocesan Affiliates. Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any rights of any Diocesan Affiliate to, among other things, assert, file and/or amend its claim(s) in accordance with applicable law and/or any orders entered in this Case, including, without limitation, in respect of filing any proofs of claim. WBEMZS reserves the right to amend and/or supplement this Verified Statement. Counsel for Certain Diocesan Parishes listed on Exhibit A hereto and the Seminary can be reached at: WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP John E. Westerman, Esq. Mickee M. Hennessy, Esq. William C. Heuer. Esq. Alison M. Ladd, Esq. 1201 RXR Plaza Uniondale, NY 11556 Tel: (516) 622-9200 E-mail: jwesterman@westermanllp.com mhennessy@westermanllp.com wheuer@westermanllp.com aladd@westermanllp.com A copy of the Rule 2019 filing is available at https://bit.ly/3eUpawB at no extra charge. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Chapter 11 case. The Committee retained Pachulski Stang Ziehl & Jones LLP as its legal counsel. DISCOVERY DAY: Wins May 14 Plan Exclusivity Extension ----------------------------------------------------- Chief Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division extended the periods within which Debtor Discovery Day Academy II Inc. has the exclusive right to file an amended plan and amended disclosure statement and to solicit acceptances on or before May 14, 2021. The Debtor and its professionals have identified a potential stalking horse bidder for the Property and are in the process of finalizing negotiations with the Stalking Horse. The Debtor is finalizing the terms of a sale of the Property with the Stalking Horse and anticipating the Sale Motion's filing, now that the scheduled date of April 30, 2021, already passed to propose a sale of the Property to the Stalking Horse. Once the terms of the Sale Motion are finalized, the Debtor intends to incorporate those terms into its amended plan of reorganization. The Debtor has conferred with Bank OZK and the U.S. Small Business Administration, who do not oppose the relief requested for exclusivity extension. The additional time will allow the Debtor to file its amended plan of reorganization so that it can incorporate the relevant terms of the Sale Motion to benefit all parties in interest by conserving estate resources promoting efficiency. A copy of the Debtor's Motion to extend is available at https://bit.ly/2QPKKKz from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3eRQawr from PacerMonitor.com. About Discovery Day Academy II Discovery Day Academy II Inc. is an independent private school located in Bonita Springs. Founded in 2006, Discovery Day Academy has developed The Discovery Method, a project-based learning model, with an emphasis on children ages two to eight years. Discovery Day Academy II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04183) on May 29, 2020. Discovery Day President Elizabeth A. Garcia signed the petition. At the time of the filing, the Debtor disclosed $5,500,000 and $6,050,389 in liabilities. Judge Caryl E. Delano oversees the case. The Debtor tapped Dal Lago Law as its legal counsel and Noack and Co. as its accountant. DIVIDE & CONQUER: Court Denies Mooted Cash Collateral Request ------------------------------------------------------------- Judge Vincent P. Zurzolo denied as moot on May 4, 2021, the motion of The Divide & Conquer Company LLC to authorize the use of cash collateral filed on January 5, 2021. The Court approved the request on an interim basis on January 12, 2021. The Court, however, dismissed the Debtor's Chapter 11 case on February 16, 2021. About Divide & Conquer Company The Divide & Conquer Company LLC, doing business as Fit Body Boot Camp West Covina and The Serius Investment Group LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10036) on Jan. 4, 2021, listing under $1 million in both assets and liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. DIVISION HOLDING: Moody's Assigns First Time B3 Corp. Family Rating ------------------------------------------------------------------- Moody's Investors Service assigned a first-time B3 Corporate Family Rating and B3-PD Probability of Default Rating to Division Holding Corporation (DMG). In addition, Moody's assigned a B3 rating to the company's proposed $40 million senior secured first lien 5-year revolving credit facility and $365 million 7-year term loan B. Proceeds from the new term loan will be used to refinance existing indebtedness and provide an existing shareholder distribution. The rating outlook is stable. The stable outlook reflects Moody's expectation that DMG will continue to remain profitable, generating stable and growing cash flows in addition to de-levering its balance sheet on a debt to EBITDA basis. Assignments: Issuer: Division Holding Corporation Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Gtd Senior Secured First Lien Revolving Credit Facility at B3 (LGD3) Gtd Senior Secured First Lien Term Loan B at B3 (LGD3) Outlook Action: Issuer: Division Holding Corporation Outlook, Assigned Stable RATINGS RATIONALE DMG's B3 CFR reflects the issuer's highly predictable and recurring revenue stream supported by multi-year contracts with well-established and nationally recognized companies. At the same time, Moody's takes into consideration DMG's strong track record of organic revenue growth through various economic cycles. The company's cash flows have shown relative resilience and are well insulated from cyclical downturns due to the non-discretionary nature of DMG's facility maintenance services. The rating also reflects DMG's good liquidity position and positive free cash flow generation. Key credit constraints includes the company's high financial leverage after the closing of the proposed debt financing of approximately 5.0x (including Moody's standard adjustments), modest scale and material customer concentration risk. The rating also considers the company's business model which is susceptible to new entrants and competitors offering similar services which could impact future profitability. Governance considerations include DMG's private equity partnership which could entail more aggressive financial strategies with a higher tolerance for leverage and debt-financed investments. This is partially mitigated by DMG's commitment towards debt reduction through organic EBITDA growth generation. Moody's expect DMG to have a good liquidity profile over the next 12 to 18 months. Moody's anticipate healthy free cash flow generation as the company has limited capital expenditure requirements due to its asset-lite business model. External liquidity will be provided by its newly proposed $40 million credit facility (undrawn at closing) that expires in 2026. Moody's expect ongoing cash flows to be used mainly to fund operations and repay portions of the issuer's $365 million term loan. The credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors, including incremental facility capacity up to: (i) the greater of $65 million and 100% of trailing twelve month EBITDA, plus (ii) available amounts under the General Debt Basket; plus an unlimited amount subject to 5.75x first lien net leverage (for pari passu debt) or 6.25x secured net leverage (for junior lien debt) or 6.75x total net leverage or 2.00x interest coverage (for unsecured debt). Amounts up to $65 million and 100% of EBITDA may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of material assets to unrestricted subsidiaries (other than with respect to material intellectual property); such transfers are permitted subject to carve-out capacity and other conditions. Only wholly-owned subsidiaries are expected to provide guarantees, and guarantees may be released if subsidiary guarantors cease to be wholly-owned; partial dividends of ownership interests could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases (other than to the extent such distributions or other transfers are not for a bona-fide business purpose). There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement can be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS DMG's ratings could be upgraded upon increased scale and Moody's adjusted Debt-to-EBITDA closer to 3.0x on a sustained basis. Upward ratings movement would also be predicated on the maintenance of a good liquidity profile and consistent organic revenue and FCF growth. Further diversification in its customer base would also be viewed favorably. The ratings could be downgraded if cash flow generation were to deteriorate. A weakening of profitability metrics could also result in downward rating pressure. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Divisions Maintenance Group is a technology-based provider in the facilities maintenance industry, headquartered in Newport, Kentucky. The company was founded in 1999 and serves a clientele base comprising of more than 100 retail chains, distribution and fulfillment centers, REITs, and medical facilities across the US. EASTSIDE DISTILLING: Incurs $9.9 Million Net Loss in 2020 --------------------------------------------------------- Eastside Distilling, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $9.86 million on $13.72 million of net sales for the year ended Dec. 31, 2020, compared to a net loss of $16.91 million on $11.63 million of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $31.73 million in total assets, $32.84 million in total liabilities, and a total stockholders' deficit of $1.11 million. Historically, the Company has funded its cash and liquidity needs through operating cash flow, convertible notes, extended credit terms, and equity financings. The Company has an accumulated deficit of approximately $54.1 million as of Dec. 31, 2020. The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash flow used in operating activities. For the year ended Dec. 31, 2020, the Company raised approximately $3.4 million in additional capital through equity and debt financing (net of repayments). As of Dec. 31, 2020, the Company had $0.8 million of cash on hand with a negative working capital of $17.3 million. The Company's ability to meet its ongoing operating cash needs over the next 12 months depends on reducing operating costs, raising additional debt or equity capital and generating positive operating cash flow, primarily through increased sales, improved profit growth and controlling expenses. The Company intends to implement actions to improve profitability, by managing expenses while continuing to increase sales. Additionally, the Company is seeking to leverage its large inventory balances and accounts receivable balance to help satisfy its working capital needs over the next 12 months. The Company sasid that if it is unable to obtain additional financing, or additional financing is not available on acceptable terms, the Company may seek to sell assets, reduce operating expenses or reduce or eliminate marketing initiatives, and take other measures that could impair its ability to be successful. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1534708/000149315221007474/form10-k.htm About Eastside Distilling Eastside Distilling, Inc., manufactures, acquires, blends, bottles, imports, exports, markets, and sells various alcoholic beverages. Headquartered in Portland, Oregon, Eastside Distilling, Inc. -- www.eastsidedistilling.com -- manufactures, acquires, blends, bottles, imports, exports, markets, and sells a wide variety of alcoholic beverages under recognized brands. ELDORADO GOLD: Moody's Affirms B2 CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service has affirmed Eldorado Gold Corporation's B2 corporate family rating, B2-PD probability of default rating, and B3 guaranteed senior secured second lien global notes rating. The company's Speculative Grade Liquidity Rating is unchanged at SGL-2. The rating outlook remains stable. "Eldorado's credit metrics have improved with leverage expected to remain below 2x, however the concentration of production and cash flows from Turkey which has experienced economic and policy volatility constrains the rating", said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Affirmations: Issuer: Eldorado Gold Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD5) Outlook Actions: Issuer: Eldorado Gold Corporation Outlook, Remains Stable RATINGS RATIONALE Eldorado Gold Corporation (B2 CFR) is constrained by its 1) small scale (576 thousand gold-equivalent ounces (GEOs) in 2020), 2) its concentration of production and cash flows at its Kisladag and Efemcukuru mines in Turkey (70% of production and over 80% of earnings from mine operations in 2020) 3) relatively high geopolitical risks related to their assets in Turkey (Government of Turkey B2 Negative) as well as in Greece (Government of Greece Ba3 Stable), and 4) a concentration of production in gold and the resulting exposure to volatile gold prices. The company benefits from 1) low leverage (1.1x at Q4/2020) and expected debt reduction as it repays its $200 million term loan over the next 2 years, 2) long average reserve life of its assets (Kisladag has a 17 year mine life), and 3) good liquidity (SGL-2). Eldorado has good liquidity (SGL-2), with about $630 million of total sources against about $175 million of uses over the next 12 months. Sources include about $530 million of cash at Q1/2021, and around $100 million available on its $250 million revolving credit facility (matures June 2023). Uses are free cash flow consumption of $120 million in the next 12 months (using Moody's gold price sensitivity of $1500/oz) and $56 million of payments against the remaining $122 million balance on its non-revolving term loan. Eldorado's six equal semi-annual payments of around $33 million on the term loan began on June 30, 2020 and the loan will be repaid through to December 2022. The company's next scheduled debt maturity is its $250 million of revolver due in June 2023. Moody's expects Eldorado will remain comfortably in compliance with its bank facility covenant. The stable outlook reflects the expectation that Eldorado will maintain gold production above 430,000oz/year based on its operating successes at Kisladag and Lamaque, will maintain adjusted leverage near 1.5x and free cash flow will be positive to slightly negative, including stripping costs at Kisladag. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Eldorado is able to achieve increased mine diversity, particularly in regards to its geopolitical risk profile, generate sustained positive free cash flow and adjusted leverage is sustained below 2.5x (1.1x at Q4/2020). An upgrade would also require that either Eldorado materially reduce its concentration of cash flow from Turkey, or there be a stabilization or strengthening of the Turkish sovereign rating. A downgrade would be considered if Eldorado's free cash flows expected to be negative past 2022, or adjusted debt/EBITDA is expected to remain above 3x (1.1x at Q4/2020). The ratings could also be downgraded if the company experiences issues at its mines which result in lowered production and higher costs, or there is a weakening of the Turkish sovereign rating. The principal methodology used in these ratings was Mining published in September 2018. Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns and operates two gold mines in Turkey (Kisladag and Efemcukuru), a gold mine in Canada (Lamaque), a lead/zinc/silver mine in Greece (Stratoni) and a gold mine in Greece (Olympias). Additional development properties include Skouries and Perama Hill in Greece, Certej in Romania and Vila Nova and Tocantinzinho in Brazil. Revenues were $1.03 billion in 2020. EMAGIN CORP: Incurs $11.4 Million Net Loss in 2020 -------------------------------------------------- eMagin Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $11.45 million on $29.42 million of net total revenues for the 12 months ended Dec. 31, 2020, compared to a net loss of $4.30 million on $26.73 million of net total revenues for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $47.64 million in total assets, $31.40 million in total liabilities, and $16.24 million in total shareholders' equity. Stamford, Connecticut-based RSM US LLP, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 18, 2021, citing that the Company has recurring negative cash flows from operations, has suffered recurring losses from operations, and there is uncertainty regarding the COVID-19 pandemic and the Company's ability to obtain additional capital or borrow under its asset based lending facility. 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/1046995/000104699521000005/eman-20201231x10k.htm About eMagin Corporation Headquartered in Hopewell Junction, NY, eMAGIN Corporation -- www.emagin.com -- designs, develops, manufactures and markets organic light emitting diode, or OLED miniature displays, which the Company refers to as OLED-on-silicon microdisplays, virtual imaging products that utilize OLED microdisplays, and related products. The Company also performs research in the OLED field. ENSONO HOLDINGS: Moody's Assigns B3 CFR Following KKR Acquisition ----------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating to Ensono Holdings, LLC (Ensono) post the acquisition of Ensono, LP by private equity firm Kohlberg Kravis Roberts & Co. L.P. (KKR). KKR is acquiring Ensono, LP from from private equity firms Charlesbank Capital Partners and M/C Partners. Moody's has also assigned a B2 rating to the company's proposed $823 million senior secured first lien credit facility, which consists of a $723 million seven-year term loan and a $100 million five-year revolver, and a Caa2 rating to the company's proposed $250 million senior secured second lien eight-year term loan. The proceeds from the secured credit facilities will be used, in conjunction with KKR's sizable equity contribution, to finance the acquisition of Ensono LP, refinance existing indebtedness and pay fees and expenses related to the transaction. The existing CFR, PDR and all instrument level ratings for Ensono, LP, under the current ownership of Charlesbank Capital Partners and M/C Partners, will be withdrawn at closing. For the new entity, Ensono Holdings, the outlook is stable. Ensono's financial policy under its new private equity ownership, which incorporates continued reinvestment of discretionary free cash flow into primarily success-based capital spending with a disciplined deleveraging focus, is an important driver of the credit profile going forward. Assignments: Issuer: Ensono Holdings, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Bank Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Ensono Holdings, LLC Outlook, Assigned Stable RATINGS RATIONALE Ensono's B3 CFR reflects its moderate scale, solid growth, elevated leverage, customer concentration and Moody's expectation of modestly positive free cash flow as capital intensity further declines over time and becomes increasingly success-based in nature. These limiting factors are offset by Ensono's stable base of contracted recurring revenue and a solid position within the market for managed mainframe and midrange computer services, largely for Fortune 1000 enterprises with less than $10 billion in annual revenue. The compelling cost reduction benefits to on-premise IT managers from outsourcing mainframe operations will continue to fuel Ensono's steady growth. Ensono's capital intensity will fall over time given its end market focus and systems integrator-like business model. This model benefits from longer contract terms of 4-7 years versus the three year average terms of retail colocation providers and shorter terms of managed hosting providers. Moody's believes the company's business model will support steady and increasing positive free cash flow with growing scale despite the elevated leverage (Moody's adjusted) associated with the acquisition and transfer of ownership. As a scaled hybrid IT managed services provider, Ensono is also targeting growth from traditional hybrid private cloud and asset-light public cloud services end markets. Ensono aims to standardize and highly automate a service delivery model that facilitates true hybrid IT solutions across different applications and infrastructure platforms, including mainframe, private cloud and public cloud utilizing a single interface. Moody's expects Ensono's debt/EBITDA (Moody's adjusted) to be around 6.5x at year-end 2021 and trend steadily to 6.0x or lower at year-end 2022, driven by revenue growth and margin expansion from scale economies. Moody's expects Ensono to have adequate liquidity over the next 12 months. Following the transaction close, Moody's expects Ensono to have about $25 million of cash on the balance sheet and an undrawn $100 million revolving credit facility. Moody's projects slightly positive free cash flow for 2021 driven by higher debt levels and success-based capital spending. The revolver will contain a springing leverage covenant to be tested when the revolver is greater than 40% drawn, and Moody's expects the covenant to be set with ample cushion in the new credit agreement. The instrument ratings reflect both the probability of default of Ensono, as reflected in the B3-PD probability of default rating, an average expected family recovery rate of 50% at default, and the loss given default (LGD) assessment of the debt instruments in the capital structure based on a priority of claims. The senior secured first lien credit facilities are rated B2 (LGD3), one notch higher than the B3 CFR, given the loss absorption provided by the senior secured second lien term loan, rated Caa2 (LGD5). The senior secured credit facilities are guaranteed on a senior secured basis by all current and future domestic restricted subsidiaries. The stable outlook reflects Moody's view that Ensono will produce strong revenue and EBITDA growth, benefit from reducing capital intensity over time and maintain steady to improving leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Ensono's ratings if debt/EBITDA (Moody's adjusted) were to fall below 5x on a sustainable basis and the company generates positive free cash flow on a sustainable basis. Downward rating pressure could develop if liquidity becomes strained or if debt/EBITDA (Moody's adjusted) stays above 6.25x for an extended period. As proposed, the first lien credit facilities and second lien term loan are expected to provide covenant flexibility that could negatively impact creditors. Notable terms for the credit facilities include the following: (i) Incremental debt capacity up to the greater of $170 million and 100% of trailing four-quarter EBITDA, plus unused capacity reallocated from the general debt and lien baskets, plus unlimited amounts so long as pro forma first lien net leverage ratio does not exceed 4.50:1.00; for the second lien senior secured net leverage does not exceed 6x. Amounts up to the greater of (x) $170 million and (y) 100% of EBITDA may be incurred with an earlier maturity date than the initial term loans, and if used as incremental equivalent debt, may be secured by collateral and guarantees which do not secure the credit facilities. (ii) The credit agreement permits the transfer of assets to unrestricted subsidiaries subject to the restricted payments covenant. (iii) 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. (iv) Dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize existing guarantees, with no explicit protective provisions limiting such guarantee releases. (v) 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. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Headquartered in the Chicago area, Ensono is a hybrid IT managed service provider focused on mission critical workloads for enterprise customers. The company supports mainframe, infrastructure, private cloud, and public cloud solutions primarily in the US and Europe, with a differentiated expertise in legacy mainframe systems. ESSAR STEEL MINNESOTA: Court Revives Ch.11 Claims vs. Ex-Execs -------------------------------------------------------------- Law360 reports that a Delaware bankruptcy judge on Wednesday, May 5, 2021, denied a motion to dismiss a new complaint alleging that former top executives of steelmaker Essar Steel Minnesota helped loot $1 billion from the company and pushed it into Chapter 11, saying it has enough details to be viable. In his ruling, U.S. Bankruptcy Judge Brendan Shannon said that unlike a complaint he tossed in 2019, the third amended complaint filed in the case by Essar's litigation trustee contains enough specific allegations against former Essar Steel President and CEO Madhu Vuppuluri and Chief Financial Officer Sanjay Bhartia to survive their motion to dismiss. About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon is the case judge. Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. Garvan F. McDaniel, at Hogan McDaniel, act as Delaware counsel. David MacGreevey, at Zolfo Cooper, LLC, is the Committee's financial advisor. FORD MOTOR: Fitch Affirms 'BB+' LT IDR & Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of Ford Motor Company (Ford), Ford Motor Credit Company LLC (Ford Credit) and Ford Credit's subsidiaries at 'BB+'. The Rating Outlook for both Ford and Ford Credit is revised to Stable from Negative. KEY RATING DRIVERS Outlook Revision: The revision of Ford's Outlook to Stable reflects Fitch's view that the probability of a further downgrade of the company's ratings over the intermediate term has declined. Although there continue to be remaining pockets of risk to the global automotive industry stemming from the coronavirus pandemic, including the global semiconductor shortage, Fitch believes the worst effects of the pandemic have passed and most global regions will see improved economic conditions over the next several years. Fitch expects this will lead to higher light vehicle demand over the intermediate term, which will help to support Ford's sales and cash flows. Rating Rationale: Ford's IDR continues to incorporate both the lingering effects of the coronavirus pandemic on the company's credit profile, as well as issues that predate the pandemic. Pre-pandemic concerns included an elevated cost structure that resulted in lower margins than most of the company's global peers and relatively weak FCF generation, even after excluding cash costs associated with the company's global redesign activities. The ratings also consider the cost of substantial investments that Ford is making to electrify its global vehicle fleet, ongoing investments in automated vehicle technology and executional risks associated with the global redesign activities. Fitch assumes the global semiconductor shortage will weigh on industry vehicle production through at least FY 2021, but the effect will be partially mitigated by higher net pricing and positive vehicle mix, as end-market demand appears to be relatively robust. The company has noted it could lose 1.1 million units of production in 2021 as a result of the semiconductor shortage. Ford's financial performance in 2020 was stronger than Fitch had expected, largely due to better-than-expected demand conditions in the major markets where it operates. The company also demonstrated an ability to flex costs down during the worst period of the pandemic, which helped to limit cash burn, and it maintained a very strong liquidity position throughout the year, although this was partly due to a substantial increase in long-term debt. Despite these positives, Ford's profitability continues to lag many of its mass-market peers, although it has seen improved performance in all its global regions, particularly Europe and China, as result of its global redesign initiatives. The exit of manufacturing in Brazil in 2021 should lead to further profitability improvement in South America, but the company will need to increase its North American margins on a consistent basis to bring its overall profitability and FCF in line with its investment-grade competitors. Reduced FCF Pressure: Fitch expects Ford's automotive FCF to remain under pressure over the next couple of years as the company continues to work through its global redesign, with a substantial cash outflow expected in 2021 as the company spends between $3.0 billion and $3.5 billion on redesign work, including the end manufacturing in Brazil. Excluding the redesign initiatives, Fitch expects the company's FCF to be positive over the next several years on a more benign market backdrop, although the semiconductor shortage is a near-term concern. Offsetting some of the improvement operating cash flows will be higher investments in electrification and autonomous vehicles. Fitch expects Ford's automotive FCF margins, according to Fitch's calculations and excluding the redesign initiatives, to run in the 0.5%-1.0% range over the next couple of years, and then to rise toward 1.5% after that. Actual FCF in 2020 was $255 million when excluding $503 million in cash costs for the redesign, equivalent to a 0.2% FCF margin. FCF in 2020 was supported by lower-than-expected capex and a much better-than-expected working capital performance for the full year despite the effects of the pandemic. Elevated Leverage: Fitch expects Ford's leverage to remain elevated for the next couple years compared with pre-pandemic levels, largely due to $8.0 billion in senior unsecured notes that the company issued in 2020 and a further $2.3 billion in convertible notes issued in 2021. On a positive note, Ford was able to repay in 2020 all of the revolver borrowings it had made early in the pandemic, although a portion of the cash used to repay the revolver borrowings came from the 2020 notes issuance. The company disclosed at the time of the convertible notes issuance in March 2021 that a portion of the proceeds could be used for debt reduction, but it has not yet revealed details of its plans. Fitch expects EBITDA gross leverage (according to Fitch's methodology) to run near the mid-2x range by YE 2021 and to decline toward 2.0x by YE 2022. Beyond 2022, EBITDA leverage could decline further, toward the mid-1x range. Fitch expects FFO leverage, excluding redesign-related cash outflows, to run in the low-4x range by YE 2021 and to decline toward the upper-2x range by YE 2022. FFO leverage could decline further, toward 2.0x, by YE 2023. Actual leverage in 2020 spiked, on both a FFO and EBITDA basis, due to the pandemic-driven decline in profitability and the higher level of outstanding debt. FORD CREDIT IDRs and Senior Debt: The affirmation of Ford Credit's ratings and the revision of the Outlook to Stable from Negative are driven by the affirmation and the revision of the Outlook to Stable from Negative for Ford. Ford Credit's ratings and Outlook are linked to those of Ford, as Fitch considers Ford Credit to be a core subsidiary of Ford. This view is supported by the high percentage of Ford vehicle sales financed by Ford Credit and the strong operational and financial linkages between the two companies. Ford Credit also has a support agreement with Ford, which requires Ford to make capital contributions to Ford Credit if its leverage ratio (defined as net debt to equity) were to be higher than 11.5x. Ford Credit's ratings also reflect its consistent operating performance, peer superior asset quality historically and adequate liquidity. Ford Credit's credit performance was stable in 2020 despite the impact of the coronavirus as the portfolio benefitted from unprecedented government support to consumers and widespread forbearance programs provided by consumer lenders to borrowers. Additionally, asset quality benefitted from higher used vehicle prices, resulting in elevated gains on lease terminations as well as higher recoveries on defaulted loans. Ford Credit's net charge-off rate on its worldwide portfolio improved slightly, to 0.27% in 2020; down 4 bps from 2019. Fitch expects Ford Credit's credit metrics to weaken modestly in 2021 as the effects of the stimulus fades. Ford Credit's pre-tax earnings declined 13% in 2020 due largely to increased credit loss provisions in response to the coronavirus pandemic. Reserves for credit losses were 4.3x charge-offs at YE20; up substantially from 1.4x in 2019 and 2018. Fitch expects Ford Credit's profitability to improve over the near-term as loss provisions decline and lease residuals remain elevated as the economy strengthens, with both factors evident in 1Q21 as pre-tax earnings increased to $962 million from $30 million in 1Q20. Fitch believes Ford Credit had sufficient liquidity at 1Q21 to address total debt maturities over the next 12 months of approximately $48.4 billion (both secured and unsecured debt). Liquidity of $33.7 billion at March 31, 2021, which included cash and available capacity on credit facilities, is further augmented by cash flow collections on underlying loans and lease receivables and expectations for continued market issuance. Unsecured debt as a percentage of total debt was 59.9% at 1Q21, which has been stable over the past few years. Fitch views Ford Credit's utilization of unsecured funding favorably as it provides enhanced flexibility in times of stress, as a larger pool of unencumbered assets could be pledged to secured facilities to generate liquidity. That said, Fitch believes the unsecured funding proportion could decline over the near-term, as unsecured market access has become more constrained following Ford Credit's downgrade to non-investment grade. With the adoption of a new accounting standard to simplify the accounting of its income taxes, effective Jan. 1, 2021, Ford Credit's balance sheet equity slightly increased. Following the balance sheet adjustments, leverage, as measured by total debt to tangible equity, was 8.3x at 1Q21, which was improved from 8.8x at YE20 (9.8x prior to the accounting adjustment) and 8.9x at 1Q20. Ford Credit focuses on a managed leverage ratio, which nets cash, cash equivalents, marketable securities (excluding marketable securities related to insurance activities) and accounting derivative adjustments from debt and equity. Managed leverage measured 7.3x at 1Q21, which was down from 7.5x at YE20 (8.3x prior to the accounting adjustment) and 8.0x at 1Q20. With management's target managed leverage range of 8.0x-9.0x remaining intact despite the accounting adjustment, Fitch expects leverage to increase modestly from current levels in the medium-term, with parent distributions adjusted, as necessary. While Ford Credit's leverage is higher than other captives and stand-alone finance & leasing companies, Fitch believes it is mitigated by the higher quality loan/lease portfolio, which has shown superior credit performance Ford Credit's unsecured debt ratings are equalized with the Long-Term IDR and reflect the proportion of unsecured debt in the capital structure and the expectation for average recovery prospects under a stress scenario. The affirmation of Ford Credit's Short-Term IDR at 'B' reflects the rating linkage between the Short-Term IDR and the Long-Term IDR. Ford Credit's commercial paper rating remains equalized with the company's Short-Term IDR. DERIVATION SUMMARY Ford's business profile is similar to other large global volume auto manufacturers. From an automotive revenue perspective, it is larger than General Motors Company (GM) but smaller than Stellantis N.V. (STLA). Compared with GM, Ford's operations are more globally diversified, with significant operations in most major auto markets. However, from a brand perspective, Ford is less diversified than Volkswagen AG (VW), STLA or GM, focusing primarily on its global Ford brand and, to a much lesser extent, its Lincoln luxury brand, which is only available in North America and China. However, the company sells a wide range of vehicles under the Ford brand globally, ranging from small economy passenger cars to heavy trucks in certain global markets. Ford has a particularly strong market share in the highly profitable North American pickup and European light commercial vehicle segments. Ford's credit profile has recently been weaker than that of global auto manufacturers in the 'BBB' category, such as GM, STLA and VW. Ford's operating and FCF margins have been lower and gross leverage has been higher than similarly rated global auto manufacturers. However, Ford has one of the global industry's strongest liquidity positions, providing it with significant financial flexibility. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Global light vehicle production rises by 6% in 2021, including an 8% increase in U.S., with further recovery seen in subsequent years; -- Ford's revenue in 2021 is impacted by the loss 1.1 million units of production due to the semiconductor shortage, partially offset by positive net pricing and vehicle mix; -- Capex runs near 5% of revenue over the next several years, relatively consistent with historical levels; -- Excluding redesign costs, FCF margins run in the 0.5%-1.0% range over the next couple of years, then rise toward 2% in later years; -- The company maintains automotive cash (excluding Fitch's adjustments for not readily available cash) of at least $20 billion over the forecast horizon, with total liquidity, including credit facility capacity, over $30 billion. -- The company continues with its global redesign initiatives, which is included in Fitch's FCF forecasts; -- Ford Credit continues to make distributions to Ford over the next several years, which is also included in Fitch's FCF forecasts. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch does not expect Ford's ratings to be considered for an upgraded until the global macro environment has normalized; -- Sustained North American automotive EBIT margin of 6.0%; -- Sustained global automotive EBIT margin near 3.0%; -- Sustained FCF margin near 1.5%, excluding restructuring costs; -- Sustained FFO leverage near 2.0x, excluding restructuring costs. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An extended decline in automotive cash below $15 billion; -- Sustained breakeven global automotive EBIT margin; -- Sustained negative FCF, excluding restructuring costs; -- Sustained FFO leverage near 3.0x, excluding restructuring costs. FORD CREDIT Factors that could, individually or collectively, lead to negative rating action/downgrade are largely dependent on Ford's ratings and Outlook, given the rating linkage. However, a material increase in leverage, an inability to access funding for an extended period, consistent and sustained operating losses, significant deterioration in the credit quality of the underlying loan and lease portfolio, and/or material impairment of the liquidity profile could become constraining factors on the parent and subsidiary ratings. Factors that could, individually or collectively, lead to positive rating action/upgrade are largely dependent on Ford's ratings and Outlook, given the rating linkage. Ford Credit's ratings are expected to move in tandem with its parent, although any change in Fitch's view on whether Ford Credit remains core to its parent, based on an assessment of its size, ownership, and strategic alignment with Ford, could change this rating linkage. Fitch cannot envisage a scenario where Ford Credit would be rated higher than the parent. The unsecured debt rating is primarily sensitive to changes in the Long-Term IDR and is expected to move in tandem. However, a material increase in the proportion of secured funding could result in the unsecured debt rating being notched down from the IDR. The Short-Term IDR is primarily sensitive to changes in the Long-Term IDR. The commercial paper rating is sensitive to changes in Ford Credit's Short-Term IDR and, therefore, would be expected to move in tandem. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Position: Ford had about $31 billion in automotive cash and marketable securities as of March 31, 2021 (excluding Fitch's adjustments for not readily available cash). In addition to its cash and marketable securities, as of March 31, 2021, Ford also had nearly full availability on its $13.5 billion primary revolver (after accounting for $27 million in LOCs) and full availability on its $2.0 billion supplemental revolver. It also had a total of about $500 million available on various local credit facilities around the world. About $400 million of the primary revolver commitments mature in 2022, $3.0 billion matures in 2023 and the remainder matures in 2024. For the supplemental revolver, about $200 million of the commitments mature in 2022, with the remaining $1.8 billion maturing in 2023. As part of its captive finance adjustment, Fitch's Non-Bank Financial Institutions team has calculated an allowable debt-to-equity ratio of 4.0x for Ford Credit. This is lower than the actual ratio of 9.8x as calculated by Fitch at YE 2020. As a result of its analysis, Fitch has assumed that Ford makes a theoretical $16.3 billion equity injection into Ford Credit, funded with balance sheet cash, to bring Ford Credit's debt-to-equity ratio down to 4.0x. Fitch has included the adjustment in its calculation of Ford's not readily available cash. The resulting adjustment reduces Fitch's calculation of Ford's readily available automotive cash, but the company's metrics remain supportive of its 'BB+' Long-Term IDR. In addition to the captive-finance adjustment, according to its criteria, Fitch has treated an additional $800 million of Ford's automotive cash as "not readily available" for purposes of calculating net metrics. This is based on Fitch's estimate of the amount of cash needed to cover typical seasonality in Ford's automotive business. However, even after excluding the amounts noted above from its liquidity calculations, Fitch views Ford's automotive liquidity position as strong. Debt Structure: Ford's automotive debt structure consists primarily of about $21 billion in senior unsecured notes, $1.5 billion in delayed draw term loan borrowings and $1.2 billion in remaining borrowings outstanding under the U.S. Department of Energy's Advanced Technology Vehicles Manufacturing incentive program, along with various other long- and short-term borrowings. ESG CONSIDERATIONS Ford has an ESG Relevance Score of '4' for Management Strategy due to the complexity and costs of the company's global redesign strategy, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. FUTURUM COMMUNICATIONS: Taps Cook Forensics as Accountant --------------------------------------------------------- Futurum Communications Corporation received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Cook Forensics, LLC as its accountant. The Debtor requires an accountant to assist in preparing financial reports and tax returns and to sort through financials where corporate formalities may not have been adhered to with respect to Brainstorm, one of the Debtor's subsidiaries. Kristina Cook, a certified public accountant and managing partner at Cook Forensics, will be paid $350 per hour for her services. Ms. Cook disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kristina A. Cook, CPA Cook Forensics, LLC 1660 South Albion Street, Suite 325 Denver, CO 80222 About Futurum Communications Corporation Futurum Communications Corporation -- https://forethought.net -- is an independent locally owned internet, cloud and communications service provider with offices in Denver, Grand Junction and Durango, offering a portfolio of enterprise-level cloud hosting, colocation, Internet, voice and data solutions. Futurum Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-11331) on March 21, 2021. Jawaid Bazyar, president, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Hoff Law Offices, P.C. as its legal counsel and Cook Forensics, LLC as its accountant. GAUCHO GROUP: Appoints Bill Allen as Director --------------------------------------------- The Board of Directors of Gaucho Group Holdings, Inc. increased the number of directors on the board from six to seven and appointed Bill Allen as a Class III Director to hold office until the Company's annual stockholder meeting to be held in 2023. The Board has determined that Mr. Allen is an independent director as defined under the applicable Nasdaq listing rules and the rules and regulations of the U.S. Securities and Exchange Commission. Mr. Allen's professional experience is as follows: Mr. Allen is a well-respected leader within the restaurant industry. The Company believes Mr. Allen is uniquely qualified to serve as a director of the Company given his unique blend of executive acumen, which includes experience in start-ups, turn-arounds, leveraged buyouts, and acquisitions. As Co-Founder of Fleming's Prime Steakhouse & Wine Bar and former Chief Executive Officer and Chairman of OSI Restaurant Partners (Bloomin' Brands), Mr. Allen has been instrumental in building restaurant companies for over twenty-five years. In the past five years, Mr. Allen has been a consultant or served in an advisory role with Orange County Vibe, PDQ, Butterfly PE, and L. Catterton PE. He has also served on the board of directors of Habit Burger, Bruxie, Paul Martin's American Bistro, Founders Table, Punch Bowl Social, Modern Market, Whiskey Cake Holdings, Uncle Julio's, Hopdoddy and Velvet Taco. Bill served for five years as the CEO of OSI Restaurant Partners (Bloomin' Brands), a portfolio of casual dining brands including Outback Steakhouse, Carrabba's Italian Grill, Fleming's Prime Steakhouse & Wine Bar, and Bonefish Grill. Bloomin' Brands. Most notable, Mr. Allen was responsible for taking OSI private in a $3.9 Billion transaction which was approved by the OSI shareholders in June 2007. He retired in November of 2009 and served as Chairman of the Board and trusted advisor to the current CEO, Elizabeth Smith, until 2011. Prior to his appointment as CEO of OSI Restaurant Partners, Mr. Allen was involved in the creation and expansion of Fleming's Prime Steakhouse & Wine Bar with his Partner and Co-Founder, Paul Fleming. He served as president and CEO for La Madeleine French Bakery and Café and Koo KooRoo. He was also vice-president and Partner for Restaurant Enterprises Group, a multi-concept group. He spent 10 years with the Marriott Corporation, where he rose through the ranks from general manager to senior vice-president. Mr. Allen has also acted as an investor, advisor, and Board member to a wide portfolio of established and early-stage growth companies to include: Fleming's Steakhouse, Mendocino Farms, Piada, Protein Bar, Dig Inn, Lemonade, TE2, Omnivore, Pepper Technology, Studio Movie Grill, Just Food for Dogs, Tender Greens, Relevant, Barcelona and Bar Taco, The Laser Spine Institute, PDQ, Cobalt, Matchbox Pizza, Punch Bowl Social, Proper Foods, and Boqueria. Mr. Allen attended Rider University in Lawrence Township, New Jersey for undergraduate studies. On April 8, 2021, the Company paid a total of $50,000 to Mr. Scott L. Mathis, president & CEO, in connection with his voluntarily deferred compensation between March 13, 2020 and Dec. 31, 2020. Approximately $60,000 of voluntarily deferred compensation remains to be paid to Mr. Mathis for this period. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $5.78 million for the year ended Dec. 31, 2020, compared to a net loss of $6.95 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $5.97 million in total assets, $5.57 million in total liabilities, $9.01 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $8.62 million. GIRARDI & KEESE: Owner's Southern CA Mansion Listed for $13 Million ------------------------------------------------------------------- Law360 reports that bankrupt trial lawyer Thomas Girardi's 10,277-square-foot mansion near Los Angeles is on the market for $13 million, well below the $16.5 million he had told lenders it was worth, court documents say. The starting price tag for what may be the Girardi Keese founder's most valuable remaining asset is likely to be a disappointment for a long line of bankruptcy creditors. His personal estate has more than $57 million in liabilities, a bankruptcy trustee said in court documents. When the Pasadena, Calif., property sells, Girardi will have to move out of the home he has lived in since he bought it. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: 213.626.2311 Facsimile: 213.629.4520 E-mail: emiller@sulmeyerlaw.com GOGO INC: Enters Into $825 Million Credit Facilities ---------------------------------------------------- Gogo Inc. entered into a credit agreement with Gogo Intermediate Holdings LLC, a direct wholly owned subsidiary of the Company and borrower under the agreement, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for (i) a term loan credit facility in an aggregate principal amount of $725 million, issued with a discount of 0.5%, and (ii) a revolving credit facility of up to $100 million, which includes a letter of credit sub-facility. The Term Loan Facility amortizes in quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Term Loan Facility on April 30, 2028. There are no amortization payments under the Revolving Facility, and all borrowings under the Revolving Facility mature on April 30, 2026. The Term Loan Facility bears annual interest at a floating rate measured by reference to, at the borrower's option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.75%) plus an applicable margin of 3.75% or (ii) an alternate base rate plus an applicable margin of 2.75%. Loans outstanding under the Revolving Facility bear annual interest at a floating rate measured by reference to, at the borrower's option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.00%) plus an applicable margin ranging from 3.25% to 3.75% per annum depending on the borrower's senior secured first lien net leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 2.25% to 2.75% per annum depending on the borrower's senior secured first lien net leverage ratio. Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.25% to 0.50% per annum depending on the borrower's senior secured first lien net leverage ratio. The Facilities may be prepaid at the borrower's option at any time without premium or penalty (other than customary breakage costs, and except during the first six months following the closing of the Facilities during which certain prepayments of the Term Loan Facility are subject to a prepayment premium), subject to minimum principal repayment amount requirements. Subject to certain exceptions and de minimis thresholds, the Term Loan Facility is subject to mandatory prepayments in an amount equal to: * 100% of the net cash proceeds of certain asset sales, insurance recovery and condemnation events, subject to reduction to 50% and 0% if specified senior secured first lien net leverage ratio targets are met; * 100% of the net cash proceeds of certain debt offerings; and * 50% of annual excess cash flow (as defined in the Credit Agreement), subject to reduction to 25% and 0% if specified senior secured first lien net leverage ratio targets are met. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: incurrence of indebtedness or issuance of disqualified equity interests; incurrence or existence of liens; consolidations or mergers; activities of Gogo; making of investments, loans, advances, guarantees or acquisitions; asset sales; making of dividends or other distributions on equity; purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; activities of FCC license holders; entry into other agreements that restrict the ability to incur liens securing the Facilities; and amendment of organizational documents; in each case subject to customary exceptions. The Revolving Facility includes a financial covenant set at a maximum senior secured first lien net leverage ratio of 7.50:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed under the Revolving Facility exceeds 35% of the aggregate of all commitments under the Revolving Facility at the end of any fiscal quarter. The Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated. A copy of the Credit Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1537054/000119312521146480/d163699dex101.htm Security Documents On April 30, 2021, Gogo, the borrower, and each direct and indirect wholly-owned U.S. restricted subsidiary of the borrower entered into a guarantee agreement in favor of Morgan Stanley Senior Funding, Inc., as collateral agent, whereby the borrower and the Guarantors guarantee the obligations under the Facilities and certain other secured obligations as set forth in the Guarantee Agreement, and the borrower and the Guarantors entered into a collateral agreement, in favor of the Collateral Agent, whereby the borrower and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by the borrower or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by the borrower or any Guarantor), subject to certain exceptions, to secure the obligations under the Facilities and certain other secured obligations as set forth in the Collateral Agreement. Calls for Redemption $975M Senior Notes Due 2024 On April 1, 2021, Gogo Intermediate Holdings LLC and Gogo Finance Co. Inc. elected to call for redemption in full all $975 million aggregate principal amount outstanding of their 9.875% senior secured notes due 2024. The redemption was conditioned, among other things, upon the incurrence of indebtedness, pursuant to a new senior secured term loan and/or credit facility or from one or more other sources, in an amount satisfactory to the Issuers. On April 30, 2021, the Issuers irrevocably deposited, or caused to be irrevocably deposited, with U.S. Bank National Association, the trustee for the 2024 Notes, solely for the benefit of the holders of the 2024 Notes, cash in an amount sufficient to pay principal, premium and accrued interest on the 2024 Notes to, but not including, the date of redemption and all other sums payable under the indenture governing the 2024 Notes. The Trustee executed and delivered an acknowledgement of satisfaction, discharge and release, dated as of April 30, 2021, among other documents, with respect to the satisfaction and discharge of the indenture governing the 2024 Notes. About Gogo Inc. Gogo Inc. -- http://www.gogoair.com-- is an inflight internet company that provides broadband connectivity products and services for aviation. It designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services are installed on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo Inc. reported a net loss of $250.04 million for the year ended Dec. 31, 2020, compared to a net loss of $146 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $673.58 million in total assets, $1.31 billion in total liabilities, and a total stockholders' deficit of $641.11 million. GREENSILL CAPITAL: Margaret Stock Out as Committee Member --------------------------------------------------------- The U.S. Trustee for Region 2 disclosed in a notice filed with the U.S. Bankruptcy Court for the Southern District of New York that as of May 5, these creditors are the remaining members of the official committee of unsecured creditors in Greensill Capital Inc.'s Chapter 11 case: 1. Rachelle Bower 330 West 56th Street New York, NY 10019 E-mail: rbower1515@gmail.com 2. Swinda Salazar-Piquemal 1205 Magnolia Drive Indialantic, Florida 32903 E-mail: swindasp@gmail.com Margaret Stock was previously identified as member of the creditors committee. Its name no longer appears in the new notice. About Greensill Capital Greensill is an independent financial services firm and principal investor group based in the United Kingdom and Australia. It offers structures trade finance, working capital optimization, specialty financing and contract monetization. Greensill Capital Pty is the parent company for the Greensill Group. Greensill began to unravel in March 2021 when its main insurer stopped providing credit insurance on US$4.1 billion of debt in portfolios it had created for clients including Swiss bank Credit Suisse. Greensill Capital (UK) Limited and Greensill Capital Management Company (UK) Limited filed for insolvency in Britain on March 8, 2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of Grant Thornton were appointed as administrators. Greensill Capital Pty Ltd. filed insolvency proceedings in Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of Grant Thornton Australia Ltd, were appointed as voluntary administrators in Australia. Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10561) on March 25, 2021. Jill M. Frizzley, director, signed the petition. In the petition, the Debtor listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Judge Michael E. Wiles. The Debtor tapped Segal & Segal LLP as bankruptcy counsel, Mayer Brown LLP as special counsel, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers and financial advisors. Matthew Tocks is the chief restructuring officer. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on April 7, 2021. The committee is represented by George P. Angelich, Esq. GTT COMMUNICATIONS: Lenders Extend 10-K Filing Deadline to May 10 ----------------------------------------------------------------- GTT Communications, Inc. received a notice on behalf of lenders under the Priming Facility Credit Agreement consenting to an extension of the Company's deadline to deliver its audited consolidated financial statements for the fiscal year ended Dec. 31, 2020 to May 10, 2021. As previously disclosed, on Dec. 28, 2020, GTT entered into that certain Priming Facility Credit Agreement, among the Company, GTT Communications B.V., the lenders party thereto and Delaware Trust Company, as administrative agent. The Priming Facility Credit Agreement provides for a priming term loan facility consisting of initial and delayed draw term loans in a principal amount of up to $275,000,000. On March 29, 2021, the Company, GTT B.V., the lenders party thereto and the PTL Agent entered into that certain Second Amendment to Priming Facility Credit Agreement. The PTL Amendment, among other things, extended the deadline to deliver the Company's audited consolidated financial statements under the Priming Facility Credit Agreement for the fiscal year ended Dec. 31, 2020 to April 15, 2021 and provided that lenders holding a majority of the loans and commitments under the New Term Loan Facility may further extend such deadline by notice to the Company. On April 12, 2021, the Company received a notice on behalf of the New Term Loan Facility Required Lenders consenting to an extension of the deadline to deliver the Company's audited consolidated financial statements under the Priming Facility Credit Agreement for the fiscal year ended Dec. 31, 2020 to April 22, 2021. On April 20, 2021, the Company received a notice on behalf of the New Term Loan Facility Required Lenders consenting to a further extension of such deadline to May 3, 2021. Extension of Second Notes Forbearance Agreement As previously disclosed, on Dec. 28, 2020, the Company and the guarantors under that certain Indenture, dated as of Dec. 22, 2016, by and between the Company, as successor by merger to GTT Escrow Corporation, and Wilmington Trust, National Association, as Trustee, entered into a Noteholder Forbearance Agreement with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of a majority of the outstanding aggregate principal amount of the Company's outstanding 7.875% Senior Notes due 2024. Pursuant to the Second Notes Forbearance Agreement, the Forbearing Noteholders agreed to, among other provisions, forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, (i) the Company's failure to timely file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and Sept. 30, 2020 and (ii) the occurrence and continuance of the "Lender Specified Defaults" as defined in the applicable forbearance agreement with respect to the Credit Agreement, in each case until the earlier of (a) 5:00 p.m., New York City time, on March 31, 2021 and (b) the receipt of notice from the Forbearing Noteholders regarding their intent to terminate the applicable forbearance agreement upon the occurrence of certain specified forbearance defaults, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec. 29, 2020. The Second Notes Forbearance Agreement may be amended with the consent of Forbearing Noteholders holding more than 66.7% of the aggregate principal amount of the Notes held by all Forbearing Noteholders, provided that at least two of such consenting Forbearing Noteholders are unaffiliated. As previously disclosed, on March 29, 2021, the Company and the Guarantors entered into that certain First Amendment to Noteholder Forbearance Agreement with the Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment, among other things, (i) provided that in addition to the matters originally subject to forbearance in the Second Notes Forbearance Agreement, the Forbearing Noteholders will forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020 and (ii) amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on April 15, 2021. On April 12, 2021, the Company received a notice on behalf of the Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on April 22, 2021. On April 19, 2021, the Company received a notice on behalf of the Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on the Prior Expiration Date. On April 28, 2021, the Company received a notice on behalf of the Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on the New Expiration Date. Extension of Third Credit Facilities Forbearance Agreement As previously disclosed, on March 29, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain Third Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement with (1) lenders holding (a) a majority of the outstanding loans and revolving commitments and (b) a majority of the revolving commitments under that certain Credit Agreement, dated as of May 31, 2018, by and among the Company and GTT B.V., as borrowers, KeyBank National Association, as administrative agent and letter of credit issuer, and the lenders and other financial institutions party thereto from time to time, (2) certain hedge providers to the Company and (3) the Agent. Pursuant to the Third Credit Facilities Forbearance Agreement, the Consenting Lenders agreed to, among other things, forbear from exercising any and all rights and remedies under the Loan Documents (as defined in the Credit Agreement), any secured hedge agreement with the Secured Hedge Providers and applicable law (as applicable), including not directing the Agent to take any such action with respect to certain defaults and events of default under the Credit Agreement and certain events of default under any Secured Hedge Agreement (as applicable) that have occurred, or that may occur as a result of, (i) the Company's failure to timely file the Q2 Form 10-Q, the Q3 Form 10-Q and the 2020 Form 10-K, (ii) any amendment, supplement, modification, restatement and/or withdrawal or public statement of non-reliance on (A) any audit opinion related to historical consolidated financial statements or (B) historical consolidated financial statements, and (iii) the occurrence and continuance of the "Noteholder Specified Defaults" as defined in the Second Notes Forbearance Agreement, in each case until the earlier of (a) 5:00 p.m., New York City time, on April 15, 2021 and (b) the receipt of notice regarding intent to terminate the Third Credit Facilities Forbearance Agreement from Consenting Lenders upon the occurrence of any of the specified forbearance defaults, as further described in the Company's Current Report on Form 8-K filed with the SEC on March 30, 2021. The Third Credit Facilities Forbearance Agreement may be amended with the consent of (i) Required Lenders and (ii) Required Revolving Lenders (except that the extension of the forbearance period with respect to any of the Secured Hedge Providers requires the consent of such Secured Hedge Provider). On April 12, 2021 and April 13, 2021, the Company received notices on behalf of lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Third Credit Facilities Forbearance Agreement to 5:00 p.m., New York City time, on April 22, 2021. On April 20, 2021, the Company received notices on behalf of lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Third Credit Facilities Forbearance Agreement to 5:00 p.m., New York City time, on the Prior Expiration Date. On April 30, 2021, the Company received notices on behalf of lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Third Credit Facilities Forbearance Agreement to 5:00 p.m., New York City time, on the New Expiration Date. Financial Statement Review As reported by the Company in its prior filings with the SEC, the Company was unable to file on a timely basis the Q2 Form 10-Q, the Q3 Form 10-Q and the 2020 Form 10-K. In addition, as further described in the Company's Current Report on Form 8-K filed on Dec. 22, 2020, in connection with the Company's previously disclosed review of certain accounting issues, the Company's board of directors concluded that the Company's previously issued consolidated financial statements for the years ended Dec. 31, 2019, 2018 and 2017, each of the quarters during the years ended Dec. 31, 2019 and 2018 and the quarter ended March 31, 2020 and certain related disclosures should no longer be relied upon. The Company is preparing restated financial statements relating to the Non-Reliance Periods, which Restated Financial Statements will be needed to produce the Q2 Form 10-Q, the Q3 Form 10-Q and the 2020 Form 10-K. The Company does not expect to be able to file the Q2 Form 10-Q, the Q3 Form 10-Q or the 2020 Form 10-K by the New Expiration Date, and the Company is unable to predict a specific filing date for the Q2 Form 10-Q, the Q3 Form 10-Q or the 2020 Form 10-K at this time. The Company intends to work diligently to file the Restated Financial Statements, the Q2 Form 10-Q, the Q3 Form 10-Q and the 2020 Form 10-K as soon as possible. On April 29, 2021, the Company received a notice of default from the Trustee. Under Section 4.15 of the Indenture, the Company was required to file with the SEC annual financial information for the year ended Dec. 31, 2020 within 15 days of the time periods specified in the SEC's rules and regulations (including any grace periods). The Company did not file the 2020 Form 10-K within 15 days of March 31, 2021, which was the last day of the extension period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended, and the Company has therefore failed to comply with such reporting covenant. Under the Indenture, the failure of the Company to comply with the reporting covenant, if it continues for a period of 60 days after the Notice Date (which 60 day Cure Period ends on June 28, 2021), would constitute an Event of Default, as that term is defined in the Indenture. About GTT Headquartered in McLean, Virginia, GTT Communications, Inc. -- www.gtt.net -- owns and operates a global Tier 1 internet network and provides a comprehensive suite of cloud networking services. * * * As reported by the TCR on March 1, 2021, S&P Global Ratings lowered all of its ratings on U.S.-based internet protocol network operator GTT Communications Inc. by one notch, including its issuer credit rating, to 'CCC-' from 'CCC', to reflect the increased likelihood of a default or distressed exchange over the next six months. In December 2020, Moody's Investors Service downgraded GTT Communications, Inc's corporate family rating to Caa2 from B3. The downgrade reflects the continued delays in the company reaching an agreement with its lenders over a long-term cure of its reporting requirements which GTT is in breach of due to recently discovered accounting issues which have led to the company being unable to file its Q2 and Q3 financial reports. HEALTHIER CHOICES: Informs Stockholders of Rights Offering Terms ---------------------------------------------------------------- Healthier Choices Management Corp. provided an informational update to stockholders regarding its proposed rights offering and the expected key dates and terms relative to the offering. Stockholders of record on May 18, 2021 (the "Record Date") will be entitled to participate in the rights offering. Prospective stockholders who wish to participate in the rights offering are advised to ensure that they complete their open market purchases of HCMC's common stock by May 14, 2021 to be considered a stockholder of record on the Record Date. Under the proposed rights offering, HCMC will distribute one non-transferable subscription right for each four shares of common stock held by a Stockholder on the record date of May 18, 2021. Each subscription right will entitle the holder to purchase one share of HCMC common stock at a subscription price equal to 75% of the volume-weighted average of the trading prices (VWAP) of the Company's common stock on the OTC Pink Sheets for the five consecutive trading days ending on the expiration date of this rights offering (which equates to a 25% discount to the VWAP calculation). The subscription rights will be non-transferable and may only be exercised during the anticipated subscription period of May 19, 2021 through 5:00 PM ET on June 3, 2021, unless extended by HCMC. The expected calendar for the rights offering is as follows: * Friday, May 14, 2021: Ownership Day - in order to be considered a stockholder of record on May 18, 2021, shares should be acquired by May 14, 2021. * Tuesday, May 18, 2021: Record Date * Wednesday, May 19, 2021: Distribution Date; Subscription Period Starts * Thursday, June 3, 2021: Subscription Period Ends 5:00 PM ET (unless extended at HCMC's sole discretion) Holders who exercise their subscription rights in full will be entitled, if available, to subscribe for additional units that are not purchased by other stockholders, on a pro rata basis and subject to ownership limitations. This is referred to as the "over-subscription right". A registration statement (Registration No. 333-255356) relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering, which is expected to commence following the effectiveness of the registration statement, is being made only by means of a written prospectus. A preliminary prospectus relating to and describing the proposed terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC's website at https://www.sec.gov/Archives/edgar/data/844856/000084485621000036/0000844856-21-000036-index.htm. About Healthier Choices Headquartered in Hollywood, Florida, Healthier Choices Management Corp. -- http://www.healthiercmc.com-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Healthier Choices reported a net loss of $3.72 million for the year ended Dec. 31, 2020, compared to a net loss of $2.80 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $11.87 million in total assets, $9.62 million in total liabilities, and $2.26 million in total stockholders' equity. HELPSYSTEMS: Moody's Affirms B3 CFR Following Recapitalization -------------------------------------------------------------- Moody's Investors Service affirmed HS Purchaser, LLC's ("HelpSystems") B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the B2 ratings on the company's first lien bank credit facilities which will be upsized by $170 million. The outlook remains stable. The affirmations follow HelpSystem's announcement of a recapitalization whereby a new private equity sponsor and its co-investors will invest new common and PIK preferred equity into the business and effectively purchase some of the stake of existing investors. Proceeds from the $170 million incremental first lien issuance, along with a $130 million incremental second lien term loan (unrated), and some balance sheet cash will be used to fund HelpSystems' acquisitions of two security software businesses, fund a $136 million dividend and pay associated fees and expenses of about $30 million. The affirmation of HelpSystems ratings reflects the company's strong track record of profitably integrating acquired businesses and gradually reducing leverage. Moody's expects the acquisition targets will bolster HelpSystem's security product portfolio, supplement revenue growth and provide opportunities for cost rationalization over the next 12-18 months. The targets provide domain-based message authentication, reporting and conformance and email security solutions as well as vulnerability management and dynamic application security testing solutions. Affirmations: Issuer: HS Purchaser, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: HS Purchaser, LLC Outlook, Remains Stable RATINGS RATIONALE The B3 CFR reflects HelpSystems' highly leveraged capital structure following the incremental issuance and its moderate operating scale with pro forma revenues under $500 million, and acquisition driven growth strategy which can result in leverage remaining persistently high. These challenges are offset to some degree by the company's highly recurring subscription and maintenance revenue streams which drive consistent EBITDA and free cash flow ("FCF") generation. Pro forma for the proposed transaction Moody's adjusted leverage was over 8x or about 7.5x when adjusting for change in deferred revenue and certain one-time expenses. HelpSystems is expected to generate FCF to gross debt in the low to mid-single digit percent range over the next 12-18 months. HelpSystems' very strong customer retention rates lend visibility into the company's revenue streams, of which approximately 80% were derived from high-margin, recurring maintenance support and subscription contracts as of the LTM period ended March 31, 2021. Though the company is smaller in scale than some of its larger competitors in the security and IT operations management (ITOM) software tools markets, HelpSystems has maintained a strong niche position serving users of the IBMi computing platform as well as hybrid and distributed IT environments. While the IBMi market is expected to be flat to modestly down over time, HelpSystems has continued to expand into the cybersecurity market across environments. The company also continues to develop its ITOM products and expand into international markets. Moody's expects HelpSystems will remain acquisitive and pursue tuck-in acquisitions to support its strategic growth plan. Moody's also anticipates that under private equity ownership, the company will maintain a relatively aggressive financial strategy as evidenced by numerous debt-funded acquisition and shareholder return activities. The stable outlook reflects Moody's expectation that HelpSystems will reduce cash adjusted leverage toward 7x over the next 12-18 months and will generate FCF to debt in the low to mid-single digit percent range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt reduction, combined with sustained earnings growth leads to a material improvement in HelpSystem's credit metrics such that debt to EBITDA is sustained below 6.5x and FCF to debt levels were sustained above 5%. Ratings could be downgraded if HelpSystems' cash adjusted leverage exceeds 8x on other than a temporary basis or if FCF to debt were expected to be negative as a result of competitive pressures, market declines or debt financed M&A or shareholder return activity. HelpSystems' liquidity is considered good, supported by expectations for FCF generation exceeding $50 million annually, access to a $60 million undrawn revolving credit facility, and an expected cash balance of about $31 million at the close of the transaction. HelpSystems, based in Eden Prairie, Minnesota is a horizontal application and infrastructure software solutions provider for both distributed and IBMi computing environments. The company is majority owned by funds affiliated with TA Associates and Harvest Partners, with minority stakes held by funds affiliated with HGGC and Pamplona Capital Management and HelpSystems' management team. The company generated pro forma revenues of approximately $379 million during the LTM period ended March 31, 2021. The principal methodology used in these ratings was Software Industry published in August 2018. HERTZ CORPORATION: JP Morgan, Fidelity Lead Bondholders Group ------------------------------------------------------------- In the Chapter 11 cases of The Hertz Corporation, et al., the law firms of Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP submitted a fourth amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Noteholder Group. The Ad Hoc Noteholder Group issued under the following indentures: (a) that certain Indenture, dated as of October 16, 2012, relating to the 6.25% Senior Notes due 2022; (b) that certain Indenture, dated as of October 16, 2012, relating to the 5.50% Senior Notes due 2024; (c) that certain Indenture, dated as of August 1, 2019, relating to the 7.125% Senior Notes due 2026; and (d) that certain Indenture, dated as of November 25, 2019, relating to the 6.0% Senior Notes due 2028. As of May 4, 2021, members of the Ad Hoc Noteholder Group and their disclosable economic interests are: 400 Capital Management 510 Madison Ave, New York, NY 10022 * Senior Notes: $6,000,000 * Euro Notes: EUR16,000,000 683 Capital Management 3 Columbus Circle, Suite 2205 New York, NY 10019 * Senior Notes & ALOC Facility: $4,505,000 * First Lien Facilities: $7,000,000 * Second Lien Notes: $4,202,000 * Common Equity (shares): 200,000 Aegon Asset Management 227 W Monroe, Suite 6000 Chicago, IL 60606 * Senior Notes & ALOC Facility: $5,217,000 Bank of America, N.A. One Bryant Park New York, NY 10036 * Senior Notes & ALOC Facility: $60,181,000 * First Lien Facilities: $5,408,199 * Second Lien Notes: $1,000,000 Brean Asset Management, LLC 3 Times Square, 14th Floor New York, NY 10036 * Senior Notes & ALOC Facility: $10,000,000 * Common Equity (shares): 210,000 Canso Investment Counsel Ltd. 100 York Blvd Richmond Hill, ON L4B 1J8 Canada * Senior Notes & ALOC Facility: $398,956,000 * First Lien Facilities: $173,314,904 * Second Lien Notes: $35,242,000 Capital Ventures International c/o Susquehanna Advisors Group, Inc. 401 East City Avenue, Suite 220 Bala Cynwyd, PA 19004 * Senior Notes & ALOC Facility: $20,000,000 * DIP Term Loan: $1,933,479 Carronade Capital Management, LP 17 Old Kings Highway South, Suite 140 Darien, CT 06820 * Senior Notes & ALOC Facility: $15,000,000 * Euro Notes: EUR8,500,000 * Common Equity (shares): 400,000 CarVal Investors 1601 Utica Avenue South, Suite 100 Minneapolis, MN 55416 * Senior Notes & ALOC Facility: $75,743,000 * DIP Term Loan: $22,881,547 * Second Lien Notes: $18,000,000 Cetus Capital, LLC 8 Sound Shore Dr. Greenwich, CT 06830 * Senior Notes & ALOC Facility: $4,000,000 * DIP Term Loan: $13,205,044 * First Lien Facilities: $10,522,000 CVC Credit Partners 712 Fifth Avenue, 42nd Floor New York, NY 10019 * Senior Notes & ALOC Facility: $15,000,000 D.E. Shaw Galvanic Portfolios, L.L.C. 1166 Avenue of the Americas, 9th Floor New York, NY 10036 * Senior Notes & ALOC Facility: $182,359,000 * Second Lien Notes: $10,000,000 * Common Equity (shares): 4,501,528 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 * Senior Notes & ALOC Facility: $22,489,000 * DIP Term Loan: $10,000,000 * First Lien Facilities: $1,548,157 * Second Lien Notes: $281,000 * Unsecured Promissory Notes: $250,000 * Common Equity (shares): 175,000 Diameter Capital Partners LP 24 W. 40th Street, 5th Floor New York, NY 10018 * Senior Notes & ALOC Facility: $63,000,000 * DIP Term Loan: $211,657,591 * First Lien Facilities: $179,195,119 * Common Equity (shares): 1,500,000 Eaton Vance Management Two International Place Boston, MA 02110 * Senior Notes & ALOC Facility: $37,003,000 Farmstead Capital 7 North Broad Street, 3rd Floor Ridgewood, NJ 07450 * Senior Notes & ALOC Facility: $38,600,000 Fidelity Management & Research Company 245 Summer Street Boston, MA 02210 * Senior Notes & ALOC Facility: $293,347,000 * Common Equity (shares): 5,770 JP Morgan Investment Management Inc. 1 E. Ohio St., 6th Floor Indianapolis, IN 46204 * Senior Notes & ALOC Facility: $317,109,000 * First Lien Facilities: $13,996,032 * Second Lien Notes: $33,365,000 J.P. Morgan Securities LLC 383 Madison Ave New York, NY 10017 * Senior Notes & ALOC Facility: $15,635,000 * Second Lien Notes: $434,000 * Unsecured Promissory Notes: $5,882,000 King Street Capital Management, L.P. 299 Park Avenue, 40th Floor New York, NY 10171 * Senior Notes & ALOC Facility: $208,146,000 * DIP Term Loan: $202,883,032 * First Lien Facilities: $153,373,525 Livello Capital Management LP 1 World Trade Center, 85th Floor New York, NY 10007 * Senior Notes & ALOC Facility: $7,000,000 * First Lien Facilities: $2,000,000 * Common Equity (shares): 110,000 Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302-3973 * Senior Notes & ALOC Facility: $85,515,000 Marathon Asset Management LP One Bryant Park, 38th Floor New York, NY 10036 * Senior Notes & ALOC Facility: $111,141,000 Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, NY 10103 * Senior Notes & ALOC Facility: $21,000,000 * Common Equity (shares): 400,000 Moore Capital Management LP 11 Times Square New York, NY 10036 * Senior Notes & ALOC Facility: $6,000,000 Morgan Stanley & Co., LLC 158 Broadway, 2nd Floor New York, NY 10036 * Senior Notes & ALOC Facility: $51,400,000 * First Lien Facilities: $700,000 Napier Park Global Capital 280 Park Ave, 3rd Floor New York, NY 10017 * Senior Notes & ALOC Facility: $10,000,000 * Second Lien Notes: $6,050,000 Nomura Corporate Research and Asset Management Inc. 309 W. 49th St. New York, NY 10019 * Senior Notes & ALOC Facility: $42,819,000 One Fin Capital Management LP One Letterman Drive Building C, Suite C3-400 San Francisco, CA 94129 * Senior Notes & ALOC Facility: $10,000,000 P. Schoenfeld Asset Management LP 1350 6th Ave, 21st Floor New York, NY 10019 * Senior Notes & ALOC Facility: $109,964,000 * Common Equity (shares): 2,500,000 Paloma Partners Management Company Two American Lane Greenwich, CT 06831 * Senior Notes & ALOC Facility: $36,507,000 * Common Equity (shares): 430,000 Pentwater Capital Management 1001 10th Ave South, Suite 216 Naples, FL 34102 * Senior Notes & ALOC Facility: $179,486,000 * First Lien Facilities: $4,000,000 * Second Lien Notes: $66,016,000 * Common Equity (shares): 2,410,000 Warlander Asset Management, LP 250 West 55th Street New York, NY 10019 * Senior Notes & ALOC Facility: $13,142,000 * Common Equity (shares): 1,475,000 Wexford Advisors 777 South Flagler Drive, Suite 602 East West Palm Beach, FL 33401 * Senior Notes & ALOC Facility: $15,040,000 * Common Equity (shares): 455,533 White Box Advisors 3033 Excelsior Blvd Minneapolis, MN 55416 * Senior Notes & ALOC Facility: $6,541,000 * Euro Notes: €12,027,000 * Common Equity (shares): 150,000 Counsel to the Ad Hoc Ad Hoc Noteholder Group can be reached at: WILLKIE FARR & GALLAGHER LLP Rachel C. Strickland, Esq. Daniel I. Forman, Esq. Agustina G. Berro, Esq. 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: rstrickland@willkie.com dforman@willkie.com aberro@willkie.com - and - YOUNG CONAWAY STARGATT & TAYLOR LLP Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Joseph M. Mulvihill, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: emorton@ycst.com mlunn@ycst.com jmulvihill@ycst.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2RwgFiZ and https://bit.ly/3fbZYSv 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. HERTZ GLOBAL: Bidding War Builds With New Centerbridge Counteroffer ------------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that a group of investment firms including Centerbridge Partners is preparing a new offer to buy Hertz Global Holdings Inc. out of bankruptcy, setting up a final showdown over the company in an auction in the third week of May 2021. The group, led by Centerbridge, Warburg Pincus and Dundon Capital Partners, plans to sweeten a previous offer that was surpassed by a plan from Knighthead Capital Management and Certares Management, according to people with knowledge of the matter who asked not to be named because the bid isn't yet public. As earlier reported in the TCR, Hertz Global on May 5, 2021, announced that it has considered the revised proposal made by affiliates of Knighthead Capital Management LLC, Certares Opportunities LLC and Apollo Capital Management, LP, to provide equity capital required to fund Hertz's exit from Chapter 11. Hertz has determined that the revised proposal constitutes a superior proposal as contemplated by its agreement with its existing plan sponsors, affiliates of Centerbridge Capital Partners, L.P., Warburg Pincus LLC and Dundon Capital Partners, LLC (the "Current Plan Sponsors"), which agreement remains in effect. According to its statement, Hertz will comply with the procedures established by the Bankruptcy Court's April 28, 2021 Order (I) Establishing Bidding and Auction Procedures Relating to the Submission of Alternative Plan Proposals, (II) Setting a Hearing for Approval of (A) The Successful Bidder and (B) Authorization of Supplemental Solicitation Materials and (III) Granting Related Relief governing Hertz's evaluation of the alternatives. If the Current Plan Sponsors inform Hertz by May 7, 2021 that the Current Plan Sponsors intend to make a counteroffer to the proposal by the KHC Group, then the Company will proceed to an auction on May 10, 2021 in accordance with the process established by the Bankruptcy Court. Hertz confirmed on May 4, 2021, that it has received a revised proposal from the Knighthead group to provide equity capital required to fund Hertz's exit from Chapter 11. The revised proposal contemplates funding Hertz's Plan of Reorganization through direct common stock investments aggregating $2.9 billion, direct preferred stock investments aggregating $1.5 billion and a rights offering to raise $1.36 billion. The revised proposal includes an amended Plan of Reorganization that contemplates payment in full of all secured and unsecured funded debt and provides holders of common stock with $0.50 per share in cash and either 10-year warrants for an aggregate of 10% of the reorganized company or, for eligible stockholders, the possibility of subscribing for shares of common stock in the rights offering. The revised proposal is subject to a number of conditions including approval by the Bankruptcy Court. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz I-LOGIC TECHNOLOGIES: Moody's Rates New $350MM Secured Notes 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to I-Logic Technologies Bidco Limited's proposed $350 million senior secured notes due 2028. The net proceeds from the proposed notes will be used to refinance a portion of the company's existing first lien term loans, fund general corporate purposes, and pay transaction fees and expenses. Acuris Finance US, Inc. and Acuris Finance S.a r.l. will be the co-borrowers of the proposed notes. All other ratings, including I-Logic's B2 Corporate Family Rating and stable outlook are unchanged. Assignments: Issuer: I-Logic Technologies Bidco Limited Gtd Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) The assigned rating is 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 I-Logic's B2 CFR reflects its high leverage and small scale relative to its global peers, but also a well-established market position, a core of subscription-based revenue, and good profitability. The rating recognizes the company's largely subscription-based model and its solidly established position with a high degree of market penetration, particularly as a provider of content and analytics for primary capital markets globally. I-Logic also has a strong track record of integrating tuck-in acquisitions and achieving cost savings and synergies. The B2 rating on the proposed $350 million senior secured notes is in line with the B2 CFR and the B2 rating on the senior secured bank credit facility, which consists of a revolver and two term loans denominated in USD and Euro tranches. The proposed notes rank pari passu with the credit facility and have the same guarantors. The stable outlook reflects Moody's expectation that I-Logic will de-lever to under 6x (Moody's adjusted) driven by synergy realization with Acuris and at least high-single-digit top line growth in 2021. The stable outlook is also supported by I-Logic's highly recurring base of subscription revenues that is expected to lead to strong free cash flow generation with Moody's adjusted FCF/Debt in the high single digits. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains Debt/EBITDA below 5x and commits to financial policies supportive of operating at such leverage levels. Strengthening of liquidity, supported by further improvement in free cash flow such that free cash flow to debt approaches 10%, would also support an upgrade. The ratings could be downgraded if I-Logic's competitive position weakens, revenue contracts and cash flow generation deteriorates, or the company maintains aggressive financial policies such that leverage is sustained above 6x and free cash flow to debt contracts to below 5%. I-Logic Technologies Bidco Limited, with dual headquarters in New York and London, provides data, content and software to global markets participants. The company is privately owned by ION Investment Group. Pro-forma for the proposed Acuris combination, the company generated 2020 revenue of approximately $460 million. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. IBIO INC: Signs $28 Million Settlement With Fraunhofer USA ---------------------------------------------------------- iBio, Inc. and Fraunhofer USA, Inc. entered into a Confidential Settlement Agreement and Mutual to settle all claims and counterclaims in the litigation captioned iBio, Inc. v. Fraunhofer USA, Inc. (Case No. 10256-VCF) in Delaware Chancery Court. The Settlement Agreement, among other things, resolves the Company's claims to ownership of certain plant-based technology developed by Fraunhofer USA from 2003 through 2014, and sets forth the terms of a license of intellectual property. The Lawsuit was commenced against Fraunhofer USA by the Company in March 2015 in the Court of Chancery of the State of Delaware and is described in more detail in the Company's Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2020. The Settlement Agreement is not an admission of liability or fault of the parties. The terms of the Settlement Agreement provide for cash payments to the Company of $28,000,000 as follows: (i) $16,000,000 to be paid no later than May 14, 2021 (which is expected to be paid 100% to cover legal fees and expenses); (ii) two payments of $5,100,000 payable by March 31, 2022 and 2023 and (iii) as additional consideration for a license agreement, two payments of $900,000 due on March 1, 2022 and 2023. The license provides for a nonexclusive, nontransferable, worldwide, fully paid-up license to all intellectual property rights in and to certain plant-based technology developed by Fraunhofer USA from 2003 through 2014 that were the subject of the Lawsuit. After payment of the fees and expenses of its attorneys and others retained by the Company, including the litigation funding company, the Company's estimated aggregate net cash recovery as a result of the Settlement Agreement will be approximately $12,000,000. The Settlement Agreement provides that within three business days of confirmation of receipt in full of the initial $16,000,000 payment, the Company and Fraunhofer USA will submit a stipulated order dismissing all claims with prejudice asserted in the Lawsuit. The Settlement Agreement also contains a mutual release by the Company and Fraunhofer USA of all claims and counterclaims through the date of the Settlement Agreement. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a full-service plant-based expression biologics CDMO equipped to deliver pre-clinical development through regulatory approval, commercial product launch and on-going commercial phase requirements. iBio's FastPharming expression system, iBio's proprietary approach to plant-made pharmaceutical (PMP) production, can produce a range of recombinant products including monoclonal antibodies, antigens forsubunit vaccine design, lysosomal enzymes, virus-like particles (VLP), blood factors and cytokines, scaffolds, maturogens and materials for 3D bio-printing and bio-fabrication, biopharmaceutical intermediates and others, as well as create and produce proprietary derivatives of pre-existing products with improved properties. iBio disclosed a net loss attributable to the Company of $16.44 million for the year ended June 30, 2020, compared to a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of Dec. 31, 2020, the Company had $145.41 million in total assets, $38.08 million in total liabilities, and $107.32 million in total equity. INW MANUFACTURING: Moody's Assigns First Time 'B3' CFR ------------------------------------------------------ Moody's Investors Service assigned first-time ratings for INW Manufacturing, LLC including a B3 Corporate Family Rating, a B3-PD Probability of Default Rating, and B3 ratings on a proposed $415 million senior secured first lien term loan. The term loan consists of a $340 million term loan and a $75 million delayed draw term loan that is expected to be drawn to fund a pending acquisition. The rating outlook is stable. The rating assignments reflect INW's small scale with $623 million in LTM revenue as of December 31, 2020 (pro-forma for the acquisition of Bee Health Limited "Bee Health" and a second undisclosed company "Target X") and elevated leverage with Moody's adjusted debt-to-EBITDA of 5.1x pro forma for the acquisitions and related financing. The liquidity position is good with expectations to hold nominal cash on the balance sheet and good projected free cash flow relative to required term loan amortization, along with $45 million of availability on a $75 million asset-based revolving credit facility that could be used to partially fund working capital or future acquisitions. The ratings assignments follow the company's plan to raise new senior secured debt comprised of a $75 million asset-based revolving credit facility expiring in 2026, a $340 million senior secured first lien term loan expiring in 2028, and a $75 million delayed draw senior secured first lien term loan expiring in 2028. The company will utilize the net proceeds to help Cornell Capital partially finance the proposed acquisitions of INW, Bee Health Limited, and Target X. The following ratings/assessments are affected by the action: Ratings Assigned: Issuer: INW Manufacturing, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4) Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B3 (LGD4) Outlook Actions: Issuer: INW Manufacturing, LLC Outlook, Assigned Stable RATINGS RATIONALE INW Manufacturing, LLC's B3 CFR reflects the company's strong revenue growth since 2017 (through strategic acquisitions), its presence in the growing vitamins, minerals and supplement (VMS) industry, the wide array of products and business solutions that INW offers, and the strong and long-lasting relationships that the company has built with its main clients. The rating also reflects the acquisitions of Bee Health, a leading VMS independent producer in the UK, and Target X, a leading innovator, developer, and manufacturer of nutrition and wellness products. INW's merger with Bee Health and Target X will strengthen the profitability metrics of the company and expand and diversify its geographic footprint. The ratings also reflects the company's relatively small scale with revenues of $623 million (pro-forma for the acquisitions of Bee Health and Target X) for the twelve-month period ended December 31, 2020, its high leverage with debt to Moody's adjusted debt to EBITDA of 5.1x pro forma for the Cornell LBO and the acquisitions, the volatile nature of INW's revenue concentrated in few clients and the aggressive revenue growth strategy based on acquisitions and low organic growth. Cornell Capital's acquisition of INW, Bee Health, and Target X through a combination of new debt and equity, provides the private equity firm with a platform to grow INW's geographic footprint and customer base by cross-selling its product offerings. The VMS co-packaging industry is very competitive. INW attempts to differentiate itself from competitors by creating a one-stop-shop in which it can offer customers many different product formats, such as powders, tablets, capsules, liquids, soft-gels, bars, and gummies. Cornell Capital is planning to double INW's EBITDA through organic growth and acquisitions. Moody's believes this growth strategy will help the company expand its customer reach. However, the aggressive growth strategy also increases credit risk and integration risk as future acquisitions are likely to be debt financed. Having said that, INW's management team has stated that they would like to maintain a debt-to-EBITDA ratio of 4.0-5.0x over the long-term. Moody's expects INW to operate with good liquidity based on approximately $20 million of cash as of December 31, 2020 pro forma for the transactions, $30 million of annual projected free cash flow in 2021, $45 million on availability on the $75 million ABL revolver, and no meaningful debt maturities through 2026 aside from approximately $10.4 million of required term loan amortization. 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 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. Notwithstanding, INW and many other packaged food companies are likely to be more resilient than companies in other sectors, although some volatility can be expected through 2021 due to uncertain demand characteristics, channel shifting, and the potential for supply chain disruptions and difficult comparisons following these shifts. Moody's regard the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Governance risk includes INW's financial strategies, which Moody's view as aggressive given its high financial leverage, private equity ownership and focus on growth through acquisitions that can lead to increased debt and integration risks. Environmental considerations are not material considerations in the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that INW will successfully integrate its acquisitions of Bee Health and Target X. Furthermore, Moody's assumes in the outlook that INW will organically grow its revenues and EBITDA, continue to expand the company through acquisitions, and generate modestly positive free cash flow. INW's ratings could be upgraded if the company diversifies the product profile, organically grows revenue with a stable to higher EBITDA margin, consistently generates meaningful positive free cashflow on an annual basis, maintains good liquidity, and sustains debt-to-EBITDA below 5.0x. Ratings could be downgraded if revenues decline, operating performance weakens, free cash flow is low, liquidity deteriorates, or debt to EBITDA is sustained above 6.5x. The proposed first lien credit agreement contains provisions for incremental debt capacity up to the greater of 75% of closing date consolidated EBITDA and 75% of trailing four quarter pro forma consolidated EBITDA, plus an additional amount subject to pro forma first lien net leverage ratio not to exceed the closing date first lien net leverage ratio. Dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to protective provisions which only permit guarantee releases if sold to an unaffiliated third party without the intention to evade the guarantee requirements. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prevent the transfer of certain material intellectual property. The credit agreement provides some limitations on up-tiering transactions, including an affected lender vote for some amendments that subordinate liens on the collateral. The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. INW Manufacturing, LLC (INW) headquartered in Carrollton, Texas provides development and manufacturing services for the global nutrition and wellness industry. The main company's capabilities include powders, solid dose, cosmetics, liquids, gel packs and nutrition bars; serving 500+ customers in the sports, nutrition, diet, energy, hydration, personal care, cosmetics, pet care and other related industries. The company has 13 manufacturing facilities that are currently engaged in over 280 R&D projects and have developed more than 10,000 formulations. INW generated $623 million in revenues (pro-forma for the acquisitions of Bee Health Limited and Target X) in the LTM period ended December 31, 2020. ISLET SCIENCES: Solicitation Exclusivity Extended Thru May 18 ------------------------------------------------------------- The Honorable Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada extended the periods within which Islet Sciences, Inc. has the exclusive right to solicit acceptances of its plan from May 18, 2021. The Debtor's Chapter 11 Case is complex due to the nature of the Debtor's biotechnology business, financial structure, and the circumstances under which the Petitioning Creditors forced the Debtor into a contentious involuntary case. Additionally, the Covid-19 global pandemic that has crippled the economy of the United States since March of 2020, had produced a series of operational and logistical problems for the Debtor. In addition, the Debtor has made substantial progress since the conversion of the involuntary Chapter 7 Case culminating in the Bankruptcy Court's recent entry of the Disclosure Statement Order, and the Debtor now requires only a limited amount of additional time to solicit acceptances of the Plan. The Debtor actively negotiated with its creditors, provided a copy of the proposed plan, disclosure statement, and expert report to the UCC, and has filed its Disclosure Statement and Plan. Indeed, the Debtor obtained the Disclosure Statement Order from the Court as a result of its efforts, and Debtor is in the process of addressing concerns expressed by the Court in the Disclosure Statement Order in order to put itself in a position to solicit acceptances of Debtor's Plan with the aid of the revised Disclosure Statement approved by the Bankruptcy Court. The Debtor, therefore, has made considerable and substantial progress and sought additional time only for purposes of addressing the Court's concerns raised in the Disclosure Statement Order and the solicitation of votes in favor of the Plan. The Debtor has obtained entry of the Disclosure Statement Order, with its conditional approval of Debtor's Disclosure Statement. The Debtor is also in the process of addressing the issues identified by the Court in the Disclosure Statement Order so that Debtor may obtain final approval of the Disclosure Statement by the Bankruptcy Court and, thereafter, proceed to solicit acceptances of the Debtor's Plan with the benefit of a Court-approved Disclosure Statement. The Debtor's Plan is now poised for confirmation. The extension of the Exclusive Solicitation Period will not harm the Debtor's creditors or other parties-in-interest as the Plan contemplates full payments on claims and no assets are subject to diminution during the extension of the solicitation period sought herein. A copy of the Debtor's Motion to extend is available at https://bit.ly/3ebwm8b from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3nFFc1k from PacerMonitor.com. About Islet Sciences Islet Sciences, Inc., is a biotechnology company engaged in the research, development, and commercialization of new medicines and technologies for the treatment of metabolic diseases and related indications covering unmet medical needs. On May 29, 2019, creditors, namely, James Green, William Wilkison, Brighthaven Ventures, LLC, Kevin M. Long, VACO Raleigh, LLC, Steve Delmar, and Apex Biostatistics, Inc. (collectively, "Petitioning Creditors") filed an involuntary Chapter 7 petition against Islet Sciences (Bankr. D. Nev. 19-13366). The case was converted to one under Chapter 11 on September 18, 2019. Judge Mike K. Nakagawa oversees the case. The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as special litigation counsel, and Portage Point Partners LLC as financial advisor. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on November 26, 2019. The committee is represented by Andersen Law Firm, Ltd. JEVIC HOLDING:Chapter 7 Trustee Cannot Pursue Ex-Committee's Claims ------------------------------------------------------------------- Law360 reports that the Chapter 7 trustee overseeing the bankruptcy of trucking company Jevic Holding Corp. cannot step into the shoes of the plaintiff in a suit brought by the official committee of unsecured creditors, after a Delaware judge said Wednesday, May 5, 2021, that a post-petition financing order limits adversary actions to those brought by the committee only. In a Wednesday, May 5, 2021, opinion from U. S. Bankruptcy Judge Brendan L. Shannon, the court said that Chapter 7 trustee George Miller could not run with the claims asserted by the official committee — dissolved in 2018 when Jevic's bankruptcy was converted from a Chapter 11 proceeding. About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represented the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $425,000, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. According to a report by Bankruptcy Law360, the bankruptcy case of Jevic Holding Corp. will convert to a Chapter 7 liquidation after a Delaware judge denied approval Monday of the latest proposed settlement floated by the company and its creditors to dismiss the case. During a teleconference in Wilmington, U.S. Bankruptcy Judge Brendan L. Shannon said all parties agree that there is no hope of ever confirming a Chapter 11 plan and that the debtor's and committee's joint motion for a structured dismissal of the case was still opposed. JTS TRUCKING: June 24 Hearing on Plan Disclosures ------------------------------------------------- Judge James J. Robinson will convene a telephonic hearing to consider the approval of the Disclosure Statement JTS Trucking, LLC, shall be held on June 24, 2021, at 9:30 a.m. May 27, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. As reported in the TCR, JTS Trucking LLC filed a Chapter 11 Plan of Liquidation and a Disclosure Statement. The Debtor intends to liquidate its assets pursuant to the Plan. The Debtor intends to sell its remaining assets to Elite Milwright Fabrication, LLC for $325,000, subject to Court approval. During the Debtor's Chapter 11 case, the Debtor leased its remaining assets to Elite Milwright. A copy of the Disclosure Statement is available for free at https://bit.ly/3vAAHb1 from PacerMonitor.com. About JTS Trucking JTS Trucking LLC, a trucking company based in Albertville, Alabama, sought protection under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Ala. Case No. 20-40423) on March 6, 2020, listing under $1 million in both assets and liabilities. The petition was signed by Susan M. Lowden, its member. The Debtor tapped Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC as its counsel; Bill Massey and MDA Professional Group, PC as its accountants; and Kevin Lowery and RE/MAX The Real Estate Group as broker and property manager for the Debtor's estate. KALEYRA INC: Incurs $26.8 Million Net Loss in 2020 -------------------------------------------------- Kaleyra, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $26.81 million on $147.37 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $5.51 million on $129.56 million of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $118.50 million in total assets, $125.93 million in total liabilities, and a total stockholders' deficit of $7.43 million. As of Dec. 31, 2020, Kaleyra had $33.0 million of cash, $4.8 million of short-term investments and no restricted cash (compared to $16.1 million, $5.1 million and $20.9 million as of Dec. 31, 2019, respectively). Of the $37.8 million in cash and short-term investments, $17.2 million was held in Italy, $10.0 million was held in India with the remainder held in U.S. banks. Restricted cash as of Dec. 31, 2019 was held in the Unites States and consisted of cash deposited into savings or escrow accounts with two financial institutions as collateral for Kaleyra's respective obligations under each of the forward share purchase agreements with Glazer Capital, LLC and Yakira Capital Management, Inc. Those obligations were satisfied in May 2020, and as a result, Kaleyra no longer has any restricted cash. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1719489/000156459021013298/klr-10k_20201231.htm About Kaleyra Milano MI, Italy-based Kaleyra, Inc. provides its customers and business partners with a trusted cloud communications platform that seamlessly integrates software services and applications for business-to-consumer communications between Kaleyra's customers and their end-user customers and partners on a global basis. LEGACY EDUCATION: Posts $16 Million Net Income in 2020 ------------------------------------------------------ Legacy Education Alliance, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $16.01 million on $34.16 million of revenue for the year ended Dec. 31, 2020, compared to net income of $9.95 million on $75.49 million of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $6.34 million in total assets, $29.98 million in total liabilities, and a total stockholders' deficit of $23.64 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a net capital deficiency and an accumulated deficit 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/1561880/000121390021020994/f10k2020_legacyeducation.htm About Legacy Education Headquartered in Cape Coral, Florida, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com -- is a provider of educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. The Company's programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. LEGACY EDUCATION: Subsidiary Closes on $1.9 Million PPP Loan ------------------------------------------------------------ Elite Legacy Education, Inc., a wholly-owned subsidiary of Legacy Education Alliance, Inc., closed on an unsecured Paycheck Protection Program Note agreement to borrow $1,899,832 from Cross River Bank, the lender, pursuant to the Paycheck Protection Program, originally created under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, and extended to "second draw" PPP loans. The PPP is intended to provide loans to qualified businesses to cover payroll and certain other identified costs. Funds from the loan may only be used for certain purposes, including payroll, benefits, rent, utilities, and certain covered operating expenses. All or a portion of the loan may be forgivable, as provided by the terms of the PPP. The loan has an interest rate of 1.0% per annum and a term of 60 months. Payments will be deferred in accordance with the CARES Act, as modified by the Paycheck Protection Program Flexibility Act of 2020; however, interest will accrue during the deferral period. If all or any portion of the loan is not forgiven in accordance with the terms of the program, ELE will be obligated to make monthly payments of principal and interest in amounts to be calculated after the amount of loan forgiveness, if any, is determined to repay the balance of the loan in full prior to maturity. The Promissory Note contains customary events of default relating to, among other things, payment defaults and breaches of representations. ELE may prepay the loan at any time prior to maturity with no prepayment penalties. As previously disclosed, in April 2020, ELE received a first draw PPP loan in the amount of $1,899,832. In March 2021, ELE applied for forgiveness of the first draw PPP loan, which is currently under review by the lender, Biz2Credit. About Legacy Education Headquartered in Cape Coral, Florida, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com -- is a provider of educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. The Company's programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. As of Dec. 31, 2020, the Company had $6.34 million in total assets, $29.98 million in total liabilities, and a total stockholders' deficit of $23.64 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a net capital deficiency and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. LIVEXLIVE MEDIA: Appoints Nike's VP to Board of Directors --------------------------------------------------------- Kristopher Wright has been appointed to LiveXLive Media, Inc.'s Board of Directors. The appointment brings the total number of LiveXLive board members to nine. Mr. Wright, 45, is a senior leader in the Consumer Products Industry with more than 20 years of innovative, growth oriented, results-driven leadership experience. He has spent the past 10 years at Nike and is currently vice president of Nike Global Men's Footwear Lifestyle Product. Prior to joining Nike, Wright held senior management roles at Converse, Jordan, and Reebok. In October 2020, Kris was recognized by Business Insider as one of 28 Outstanding People of Color in the Sneaker Industry. Additionally, Kris is an appointed member of the Executive Leadership Council, a national organization of Black CEOs and senior executives in Fortune 1000 and Global 500 companies. He also serves on the Advisory Board of Directors for the Southwestern Athletic Conference (SWAC). Robert Ellin, LiveXLive's Chairman and CEO, commented, "We are incredibly excited and honored to have Kris join the LiveXLive Board. We look forward to leveraging his broad experience and expertise in global marketing and branding of consumer facing products. I speak for our entire board in welcoming Kris to LiveXLive." Kris Wright commented, "I'm beyond excited to join the LiveXLive family as a member of their Board of Directors. It's a blessing to have spent my 20+ years leveraging my passion for sport, music and culture in the consumer product goods industry and to be tapped to join my first public board where I'm able to harness the same passions to add value to LiveXLive Enterprise." LiveXLive has the first talent-centric platform focused on superfans and building long-term franchises in on-demand audio and video, podcasting, vodcasting, OTT linear channels, pay-per-view ("PPV"), and livestreaming. Its model includes multiple monetization paths including subscription, advertising, sponsorship, merchandise sales, licensing, and ticketing. LiveXLive recently raised revenue guidance for its 2021 fiscal year based on strength in its core businesses. In consideration of Mr. Wright joining the Board, the Company approved the grant to him of approximately 12,000 restricted stock units of the Company, which shall vest on Oct. 31, 2021, subject to his continued service on the Board through such vesting date. The RSUs will be issued under the Company's 2016 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Plan the form of payout of the RSUs (cash and/or stock). Mr. Wright shall also be entitled to participate in the annual compensation package the Company provides to its non-employee directors. About LiveXLive Media Headquartered in West Hollywood, CA, LiveXLive -- http://www.livexlive.com-- is a global digital media company focused on live entertainment. The Company operates LiveXLive, a live music video streaming platform; and Slacker Radio, a streaming music pioneer; and also produces original music-related content. LiveXLive is at 'live social music network', delivering premium livestreams, digital audio and on-demand music experiences from the world's top music festivals and concerts, including Rock in Rio, EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. Through its owned and operated Internet radio service, Slacker Radio(www.slacker.com), LiveXLive delivers its users access to millions of songs and hundreds of expert-curated stations. LiveXLive reported a net loss of $38.93 million for the year ended March 31, 2020, compared to a net loss of $37.76 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $81.01 million in total assets, $67.81 million in total liabilities, and $13.20 million in total stockholders' equity. BDO USA, LLP, in Los Angeles, California, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 26, 2020, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. In addition, the COVID-19 pandemic could have a material adverse impact on the Company's results of operations, cash flows and liquidity. M/I HOMES: Fitch Raises LongTerm IDR to 'BB', Outlook Stable ------------------------------------------------------------ Fitch Ratings has upgraded the ratings of M/I Homes, Inc. (NYSE: MHO), including the company's Long-Term Issuer Default Rating (IDR), to 'BB' from 'BB-'. The Rating Outlook is Stable. The upgrade to 'BB' and Stable Rating Outlook reflect Fitch's expectation that the company's net debt to capitalization will remain in the 20%-30% range, considerably below Fitch's positive rating sensitivity at the 'BB-' level of consistently at or below 45%. Fitch's view is supported by the company's robust liquidity, limited debt obligations and good cash flow generation. The company's execution of expanding its exposure to the entry-level segment, which has contributed to improved profitability and above-market growth, also demonstrates credit strength. KEY RATING DRIVERS Improved Credit Metrics: MHO's homebuilding net debt/capitalization ratio (excluding $40 million of cash classified by Fitch as not readily available for working capital) has fallen to 22.8% as of March 31, 2021, down from 25.6% at Dec. 31, 2020, 38.3% at year-end 2019, and 44.0% at year-end 2018. Debt/EBITDA has consistently been at or below 4.0x since 2016 and was 2.0x during 2020. FFO interest coverage was 5.6x for the year ended Dec. 31, 2020. Fitch expects net debt/capitalization will remain below 30% through 2022 and Total Debt to Operating EBITDA will remain around or below 2.0x, both of which are strong for the 'BB' IDR. Land Strategy: As of March 31, 2021, MHO controlled 41,983 lots, of which 40% were owned (down from 44% last year) and the remaining lots controlled through options. Based on LTM closings, MHO controlled 5.1 years of land and owned roughly 2.0 years of land. MHO has one of the highest percentages of lots under option and one of the lowest owned-lot positions among the builders in Fitch's coverage. This strategy reduces the risk of downside volatility and impairment charges in a contracting housing market. Land and Development Spending: MHO has meaningfully increased spending to acquire and develop land in recent years to keep pace with strong housing demand. The company spent $733.3 million on land and development activities in 2020. Fitch expects land and development spending will be higher in 2021 as the company replenishes its lot position due to strong deliveries in 2021, including building its inventory of spec homes, which has declined due to the higher-than-anticipated absorption pace. Fitch is comfortable with this strategy given MHO's healthy liquidity position and management's track record. Fitch expects management will pull back on spending if housing activity shows signs of slowing. Cash Flow: The company reported positive cash flow from operations (CFFO) of $168.3 million in 2020, which was driven by a combination of strong housing demand and a temporary pullback in land acquisitions following the onset of the coronavirus pandemic. Fitch expects CFFO will be flat to slightly positive in 2021 despite increased land and development spending. MHO has ample liquidity to cover negative cash flow in a stable to growing environment, but Fitch would expect MHO to reduce spending on land and development if there is a prolonged slowdown. Speculative Inventory: Management estimates that about 49% of the total number of homes closed in 2020 and 2019 were speculative (spec) homes. As of March 31, 2021, MHO had 708 spec homes, of which 98 were completed. Total specs at the end of 1Q21 were 46% below the level at the prior year period, while total completed specs were down 82%. MHO has effectively managed its spec activity in the past, though Fitch views high spec activity as a credit negative, all else equal, as rapidly deteriorating market conditions could result in sharply lower margins. Limited Geographic Diversity: MHO offers homes for sale in 187 communities across 15 local markets in 10 states. The company has a top-10 position in 11 of the 50 largest MSAs in the country. The company has expanded into new markets in the past via acquisitions and green field investments. Shift Towards Entry-Level: Due to the robustness in the affordable segment of the market, MHO has shifted its offerings to target the entry-level buyer. At the end of 2020, MHO's affordable product, Smart Series, represented 31% of communities, compared with 27% at the end of 2019 and just 9% at the end of 2018. The shift to this growing segment has contributed to MHO's strong growth in orders and deliveries, which increased 39% and 22%, respectively, in 2020. Orders and deliveries continued to grow significantly in 1Q21, with yoy growth of 49% and 35%, respectively. Slight Housing Growth in 2021: Housing activity was robust during 2H20 after a pause at the onset of the pandemic, as low mortgage rates and migration from urban to suburban locations fueled demand. Fitch expects relatively stable demand in 2021, although higher mortgage rates and strong home price appreciation in recent years will continue to pressure affordability. U.S. homebuilders should report meaningfully higher revenues in 2021 as a result of strong net order growth during 2H20 and 1Q21 and solid backlogs, but moderate revenue growth during the latter part of 2021 and into 2022 as Fitch forecasts housing activity to slow during 2H21. Fitch expects housing starts to be slightly higher in 2021, although single-family housing starts are forecast to grow mid-single digits this year. DERIVATION SUMMARY MHO's ratings reflect the company's execution of its business model in the strong current housing environment, its conservative land policies, management's demonstrated ability to manage land and development spending, healthy liquidity position, and improving credit metrics. Risk factors include the cyclical nature of the homebuilding industry, MHO's somewhat limited geographic diversity and its relatively high speculative-inventory levels. MHO's net debt to capitalization ratio and is on par with M.D.C. Holdings, Inc. (MDC; BBB-/Stable), but weaker than Meritage Homes Corporation (MTH; BB+/Stable). The company is similarly geographically diversified, but is smaller than these peers and has weaker profitability metrics. However, MHO has a relatively more-conservative land position with 60% of its lots controlled through options compared with 40% for MTH and 27% for MDC. MHO also has a lower owned-lot supply than its peers. Meritage also has a more aggressive speculative building strategy compared with MHO, while all three companies have meaningful exposure to the first-time buyer segment. MDC's build-to-order strategy and conservatively-managed balance sheet through housing cycles are strengths relative to MHO. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Total housing starts grow slightly while single-family housing starts improve mid-single digits in 2021; -- MHO's homebuilding revenues grow around 17%-18% in FY2021 and low-to mid-single-digits in FY2022; -- EBITDA margins approach 12.0% in 2021 and decline modestly in FY2022; -- CFFO of $30 million-$45 million in FY2021 and flat to slightly negative in FY2022; -- Net debt to capitalization remains at or below 30% during the rating horizon; -- Total debt/operating EBITDA around or below 2.0x during FY2021 and FY2022. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The company increases its size and further enhances its geographic diversification and local market leadership position; -- EBITDA margins sustain in the low-double-digits; -- Fitch's expectation that net debt to cap will sustain below 40%. Management's commitment to maintain a leverage ratio below this level would also support positive rating momentum. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- There is sustained erosion of profits, meaningful and continued loss of market share, and/or ongoing land, materials and labor cost pressures, resulting in margin contraction and weakened credit metrics (including net debt/capitalization consistently approaching 45%); -- The company maintains an aggressive land and development spending program that leads to consistently negative CFFO, higher debt levels and a diminished liquidity position; -- If MHO's liquidity position (cash plus revolver availability) falls sharply and cannot cover maturities over the next two years and any cash flow shortfall in the next 12 months, this would also pressure the rating. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Position: As of March 31, 2021, MHO had $292.4 million of unrestricted cash and $433.3 million of borrowing availability under its $500 million revolving credit facility ($66.7 million of letters of credit and no borrowings outstanding). The credit facility's commitments mature as follows: $25 million on July 18, 2021 and $475 million on July 18, 2023. The company has sufficient liquidity to cover working capital needs in the intermediate term. Fitch expects the company will extend the commitments on its credit facility ahead of its scheduled maturity date. Debt Maturities: MHO has a relatively long-dated maturity schedule. As of March 31, 2021, MHO's debt maturities consisted of $250 million of 5.625% due August 2025 and $400 million of 4.95% notes due February 2028. The 2028 notes were issued in January 2020 and the company used $300 million of the proceeds to retire its 6.75% ahead of their January 2021 maturity, with a portion of the remainder to pay down outstanding revolver borrowings. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and interest expense included in cost of sales and also excludes impairment charges and land option abandonment costs and acquisition and integration costs. Fitch also excludes the earnings and debt of MHO's financial services operations as this subsidiary's only major debt, a mortgage repurchase facility, is non-recourse to MHO and the finance subsidiary generally sells the mortgage it originates and the related servicing rights to third-party purchasers within a short period. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MAGENTA BUYER: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) at 'B' to Magenta Buyer LLC (dba McAfee Enterprise). The Rating Outlook is Stable. Fitch also affirmed the second-lien term loan at 'CCC+'/'RR6', while downgrading McAfee's secured revolving credit facility (RCF) and first-lien secured term loan to 'BB-'/'RR2' from 'BB'/'RR1'. The downgrade follows the upsizing of the first-lien secured term loan by $75 million to $2.25 billion and downsizing of second lien term loan by $25 million to $575 million, resulting in total debt increasing by $50 million. Magenta Buyer LLC's Long-Term IDR of 'B' is supported by its strong brand, resilient recurring sales and strong cash generative qualities. The IDR also reflects the fragmented state of the cyber security market with several competing brands and products. In addition, as a private equity owned entity, financial leverage is likely to remain elevated as shareholders prioritize ROE maximization limiting debt reduction. KEY RATING DRIVERS Recurring Revenue and Strong Profitability: The majority of McAfee Enterprise's revenues are recurring, providing visibility into future revenue streams. Recurring revenues consist of subscription sales as well as support revenues for customers with perpetual software licenses. Net revenue retention for the company is over 100% for core customers. McAfee Enterprise demonstrates strong FCF characteristics with strong EBITDA and FCF margins expected over the forecast horizon. Strong Brand and Diversified Customer Relationships: McAfee Enterprise has over three decades of history and is a recognized leader across Endpoint Security and Unified Cloud Edge (UCE) offerings. The company serves a diverse range of industry verticals including governments, financial services, technology, retail and healthcare. McAfee Enterprise also has deep penetration across large enterprises, servicing most of the Fortune 100 and Fortune 500. The company has an average tenure of over 17 years from core customers with rolling three years average annual contract length. Secular Cyber-Security Tailwinds: McAfee Enterprise is exposed to the IT security industry. Last August, market research firm IDC estimated world spending on security-related hardware, software and services for 2020 would be $125.2 billion, representing a 6.0% increase over the amount spent in 2019. There are notable industry tailwinds over the intermediate term within McAfee Enterprise's core segments. Endpoint Security market demand is expected to grow through increased sophistication, frequency, and overall cost of attacks as well as proliferation of WFH policies that fuel growth in the number of endpoints. UCE market demand tailwinds include application consumption shifting from on-premise to software-as-a-service-based applications and workloads increasingly operating outside of traditional corporate network perimeters. Execution Risk in Operational Improvements: A substantial portion of projected profitability growth for McAfee Enterprise depends on successful execution of planned operating efficiency improvements, as it has a low growth sales profile. While Fitch deems such plans as realistic, execution risk does exist. Delay or failure in executing such plan would adversely affect the company's projected profitability and credit protection metrics. IT Security Threats Increasingly Complex: IT security threats have evolved from PC-centric to mobile devices, networks and user identities. The evolving threats enable a continuous stream of niche solutions to develop, addressing threats beyond the traditional PC-centric security to protect users, data and networks at various levels of the internet. While some of these solutions were developed by legacy cybersecurity providers, many were created by suppliers with narrow expertise. McAfee Enterprise has recently placed an increased emphasis on providing security to mobile device in order to align its product offerings to modern computing habits. Fragmented Industry: The cyber security market is highly fragmented but only a limited number of providers have the scale, breadth of offerings and technical capabilities to deliver a platform-based security approach. A number of smaller providers provide niche security solutions to businesses but lack the scale to be a full-service provider. McAfee Enterprise has the scale and breadth of offering to be an integral part of overall IT security solutions for many enterprises. Elevated Leverage Profile: Following the LBO, Fitch estimates McAfee Enterprise's pro forma gross leverage to be elevated at over 6x in 2021. Despite deleveraging capacity supported by the company's projected annual FCF generation, Fitch expects limited deleveraging as McAfee Enterprise's private equity ownership would likely prioritize ROE maximization over debt prepayment. DERIVATION SUMMARY McAfee Enterprise's 'B' Long-Term IDR reflects its positive FCF generative qualities, high recurring nature of its revenues, high net retention rates and long tenures among core enterprise customers. The IDR also reflects McAfee Enterprise's strong market position as a vendor in the fragmented IT Security industry. McAfee Enterprise's EBITDA margins are lower compared to pureplay consumer cybersecurity companies such as NortonLifeLock, Inc. (BB+/Stable). Following the spin-off from its predecessor, McAfee Enterprise will operate as a standalone entity and EBITDA margins will also be lower compared to the high-40% range expected at McAfee LLC (BB-/Stable). McAfee LLC will operate as a consumer-centric cybersecurity company following the sale of McAfee Enterprise. Compared with McAfee LLC, McAfee Enterprise demonstrates a lower organic growth rate, with low single digit growth expected over the intermediate term. Limitations to McAfee Enterprise's rating include its elevated leverage. Fitch expects the company to maintain some level of financial leverage as a private equity owned company as equity owners optimize the capital structure to maximize ROE. KEY ASSUMPTIONS -- Mid-single-digit sales decline in 2021, followed by low single digit growth thereafter as McAfee Enterprise's subscription sales reach critical mass; -- EBITDA margins ranging from mid-20's to mid-30's, with expansion primarily driven by cost optimization initiatives; -- 1.5% capital intensity; -- Fitch assumes $400 million in dividends over the forecast period, funded with cash on hand; -- Fitch assumes $100 million in aggregate acquisitions through fiscal 2024. KEY RECOVERY RATING ASSUMPTIONS -- The Recovery analysis assumes that McAfee Enterprise would be reorganized as a going concern in bankruptcy rather than liquidated. -- A 10% administrative claim is assumed. Going-Concern (GC) Approach In the event of a bankruptcy reorganization, Fitch assumes that McAfee Enterprise would realize actioned cost savings of about $150 million as part of the reorganization plan, which includes RIF actioned by management as well as synergies from STG's optimization plan. McAfee Enterprise's GC EBITDA is assumed to be pressured by license and support revenue churn without successful conversions to subscription products. Following emergence from bankruptcy, GC EBITDA is estimated at 20% below pro forma fourth-quarter run-rate EBITDA. An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x; -- Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively. McAfee Enterprise's resilient recurring sales profile with long customer relationships, mission critical nature of the product, brand recognition, leadership position in enterprise cyber security, and cash generative qualities supports the 6.5x recovery multiple. Offsets to the multiple include a relatively weaker organic growth profile compared to other software companies rated by Fitch. Fitch arrives at an EV of $2.33 billion. After applying the 10% administrative claim, adjusted EV of $2.097 billion is available for claims by creditors. Fitch assumes a full draw on McAfee Enterprise's $125 million revolver. Fitch estimates strong recovery prospects for the first lien term loan and revolver and rates them 'BB-'/'RR2', or two notches above McAfee Enterprise's 'B' IDR. The second lien term loan is rated 'CCC+'/'RR6'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of total debt with equity credit/operating EBITDA sustaining below 5.5x; -- (Cash from operations-capex)/total debt with equity credit above 7.0%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of total debt with equity credit/operating EBITDA sustaining above 7.0x; -- (Cash from operations-capex)/total debt with equity credit below 2.0%; -- FFO interest coverage below 2.0x; -- Deterioration in operating metrics, including sustained sales declines and/or customer churn. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: McAfee Enterprise's liquidity is sufficient, supported by $175 million of cash on the balance sheet at the close of the LBO, and $125 million undrawn on the revolving credit facility. Liquidity is further supported by strong pre-dividend FCF generation annually. Debt Structure: Upon the closing of the transaction, the revolver (due in 2026) will be undrawn and McAfee Enterprise will have $2.25 billion in first lien term loans outstanding, with annual amortization of 1% until maturity in 2028. Fitch expects McAfee Enterprise to generate sufficient FCF to make required amortization payments. The company will also have $575 million in second lien term loans which mature in 2029. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MARX STEEL: Unsecured Creditors Last to Be Paid in Liquidating Plan ------------------------------------------------------------------- Marx Steel, LLC, filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division, a Combined Disclosure Statement and Plan of Liquidation dated May 2, 2021. Marx Steel is a Texas limited liability company formed on October 18, 2007 and owned by Nathaniel Marks and Talethia Marks. As of the Petition Date, Nathaniel Marks owns 90% of the membership interest in Marx Steel and Talethia Marks owns 10%. Marx Steel initiated this Chapter 11 in order to continue its business on a reduced scale, while seeking to recover the amounts alleged owed by Exterran. The company was in the process of locating a new operating facility when the country virtually shut down due to the COVID-19 pandemic. Additionally, during this same period, the oil and gas industry continued to suffer significant economic problems which negatively impacted potential sources of revenue. As a result, the Debtor temporarily ceased operations. Subsequent to filing this case, Marx Steel received the auction proceeds from the sale of excess equipment in the amount of $159,900.06. These funds have been the sole source of funding of operations and professional fees in this case. During the pendency of this case, Marx Steel has focused on resolving the outstanding balances owed by Exterran. In early 2021, the Debtor, Amerisource and Exterran agreed to the Exterran Settlement which resolves the Exterran Dispute, subject to Court approval. The settlement provides, in pertinent part, for the following: * Exterran shall pay Amerisource $275,000 within 14 days of the Court's order approving the settlement. * The Debtor has returned certain equipment identified by Exterran as its property. Additional equipment was not available for return and accordingly, Exterran Energy Solutions, LP claim no 33, shall be allowed as a general unsecured claim in the amount of $38,500 and Exterran Water Solutions, ULC claim no 32 shall be allowed as general unsecured claim in the reduced amount of $425,286.14. * Amerisource agrees to release any and all claims it has asserted or could bring against the collateral proceeds (including the Non-Factored Accounts), or against the Debtor's estate, Nathan D. Marks, individually, and against Exterran, and shall withdraw and Proof of Claim filed in the Debtor's bankruptcy case within 21 days of the entry of the order approving the settlement. * The Debtor agrees to release any and all claims it has asserted or could bring against Amerisource and/or Exterran. * On the Effective Date, the following Adversary Proceedings shall be marked as listed: -- Adversary Proceeding #20-3298 and #20-3192 shall be marked settled in accordance with this Settlement Agreement and closed upon entry of the order approving this agreement. If the Exterran Settlement is approved and becomes effective, Amerisource will no longer retain a lien on any collateral of the Debtor. Upon information and belief, no party, other than Amerisource, retains a lien on any of the Remaining Assets. As such, the Debtor intends use remaining Cash and liquidate its Remaining Assets to fund its Chapter 11 plan. If the Exterran Settlement is not approved, Amerisource will no longer agree to use of cash collateral and will seek to terminate the automatic stay in order to foreclose its lien on all assets of the Debtor, leaving no assets available with which to satisfy claims. Class 7 consists of the Allowed Claims of General Unsecured Creditors. The Holders of Allowed Class 7 Claims shall receive pro rata share of distributions of the remaining Net Distributable Cash, after payment in full of Allowed Class 1, Allowed Class 2, Allowed Class 3, Allowed Class 5 and Allowed Class 6 Claims, until the earlier of (i) when the Allowed Class 7 Claims are paid in full, without interest, or (ii) the Net Distributable Cash is fully depleted. The Class 7 Claims are impaired. Class 8 consists of the Allowed Interests in the Debtor. The Holder of Allowed Class 8 Equity Interests shall receive no distribution under the Plan on account of said Interests until Allowed Class 1, Class 2, Class 3, Class 4, Class 5, Class 6 and Class 7 Claims are paid as provided under the terms of this Plan. The source of funds to achieve consummation of and carry out the Plan shall be (i) Proceeds from sale of Remaining Assets; (ii) Debtor's Cash; and (iii) recoveries, if any, from pursuit of Reserved Litigation Claims. Within 60 days of the Effective Date, the Debtor shall seek to sell or auction the Remaining Assets owned by the Debtor free and clear of all liens, claims and encumbrances. Upon the sale of the Remaining Assets, all holders of Liens , if any, on the Remaining Assets shall release their respective Liens upon the Property as provided in this Plan. The net Proceeds received from the sale of the Remaining Assets shall be utilized to fund the payments contemplated under the Plan. A full-text copy of the Combined Plan and Disclosure Statement dated May 2, 2021, is available at https://bit.ly/2QOYhCj from PacerMonitor.com at no charge. Attorneys for Debtor: HASELDEN FARROW, PLLC MELISSA A. HASELDEN State Bar No. 00794778 700 Milam, Suite 1300 Pennzoil Place Houston, Texas 77002 Telephone: (832) 819-1149 Facsimile: (866) 405.6038 About Marx Steel LLC Marx Steel, LLC, is a steel fabricator and plate processing company that manufactures sub-components and sells raw steel plate material to companies in the oil & gas, gas compression and construction industries. Marx Steel, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31849) on March 19, 2020, listing under $1 million in both assets and liabilities. The Hon. Marvin Isgur oversees the case. Melissa A. Haselden, Esq., at Hoover Slovacek LLP, is the Debtor's counsel. Jason Medley, Esq. at Clark Hill Strasburger represents Amerisource Funding Inc. MEG ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Stable ------------------------------------------------------------- Moody's Investors Service changed MEG Energy Corp.'s outlook to stable from negative. Moody's also affirmed MEG's B2 corporate family rating, B2-PD probability of default rating, Ba3 secured second lien notes rating, and B3 senior unsecured notes rating. The speculative grade liquidity rating was raised to SGL-1 from SGL-2. "The stable outlook reflects higher cash flow generation and stronger credit metrics that will remain through 2022," said Paresh Chari Moody's analyst. "MEG's stable, low cost and long-lived asset base, and very good liquidity profile also supports the change in outlook." Affirmations: Issuer: MEG Energy Corp. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) Upgrades: Issuer: MEG Energy Corp. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: MEG Energy Corp. Outlook, Changed To Stable From Negative RATINGS RATIONALE MEG's B2 CFR is supported by: (1) expected bitumen production of around 90,000 bbls/d (net of royalties), with substantial reserves in key productive areas of the Athabasca oil sands region; (2) a long-lived reserve base that requires a low C$6 to C$8/bbl to maintain production; (3) a marketing strategy that can move up to two thirds of MEG's blend volumes outside of Alberta to the higher-priced Gulf market; and (4) very good liquidity. MEG is constrained by: (1) its exposure to Western Canadian heavy oil differentials that Moody's expect will widen in 2022, caused predominantly by increasing global heavy production and Canadian pipeline contraints; (2) weak credit metrics in 2021 and 2022, with retained cash flow to debt around 15%; and (3) concentration in one asset - the Christina Lake oil sands project. MEG's liquidity is very good (SGL-1). At March 31, 2021, MEG had C$54 million of cash and C$785 million available (after letters of credit) under its C$800 million revolving credit facility due July 2024. Moody's expect C$250 million in free cash flow through 2021. MEG will be in compliance with its sole financial covenant through this period, with the covenant being tested at or above C$400 million of utilization. MEG's second lien secured notes are rated Ba3, three notches above the B2 CFR, and the senior unsecured notes are rated B3, one notch below, due to the priority ranking of the first lien revolver and EDC letter of credit facility ahead of the second lien notes, all of which ranks ahead of the unsecured notes. The stable outlook reflects Moody's expectation that production, leverage and operating costs will remain steady through 2022. The stable outlook also recognizes the uncertainty of heavy oil differentials, including the uncertainty around completion of Enbridge's Line 3 expansion. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if retained cash flow to debt is above 25% (7% LTM Dec/20), EBITDA to interest rises above 4x (1.8x LTM Dec/20) and if MEG can maintain positive free cash flow, all of which could be achieved if the Line 3 replacement project was completed. The ratings could be downgraded if retained cash flow to debt is below 10% (7% LTM Dec/20), if EBITDA to interest falls below 2x (1.8x LTM Dec/20), or if liquidity deteriorates. MEG is a publicly-listed Calgary, Alberta-based steam-assisted-gravity-drainage (SAGD) oil sands developer and operator. MEG produces around 90,000 bbls/day of bitumen at the Christina Lake project in the Athabasca Oil Sands region in Northern Alberta. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. MIDCAP FINANCIAL: Fitch Assigns BB Rating on $875MM Unsec. Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to MidCap Financial Issuer Trust's $875 million, 6.5% unsecured notes maturing in 2028. Fitch does not expect a material impact on the company's leverage levels as a result of the issuance, as proceeds will be used to replace existing unsecured indebtedness. The assignment of the final ratings follows the receipt of documents conforming to information already received. The final ratings are the same as the expected rating assigned to the unsecured notes on April 19, 2021. KEY RATING DRIVERS Senior Debt The unsecured debt rating is one notch below the Long-Term Issuer Default Rating (IDR) of MidCap Financial, which is equalized with the Long-Term IDR of its direct parent, MidCap FinCo Intermediate Holdings Limited (MidCap), a guarantor on the debt. The unsecured debt rating is one notch below the IDR given the high balance sheet encumbrance and the largely secured funding profile, which indicates weaker recovery prospects under a stress scenario. Existing ratings for MidCap and MidCap Financial reflect the companies' strong middle market franchise and relationship with Apollo Global Management, Inc. (A/Stable), which provides access to industry relationships and deal flow, a lower risk portfolio profile, low portfolio concentrations, minimal exposure to equity investments, relatively strong asset quality historically and an experienced management team. Rating constraints include higher leverage than commercial lending peers, below average core earnings metrics, a largely secured funding profile and the potential impact of meaningful portfolio company revolver draws on leverage and liquidity. Other constraints include the competitive underwriting conditions in the middle market and the potential for asset quality deterioration and weaker earnings performance over the medium term as a result of the coronavirus pandemic. The Stable Outlook reflects Fitch's expectation that MidCap will retain underwriting discipline, demonstrate relatively sound credit performance, manage leverage within the targeted range and maintain sufficient liquidity to navigate the currently challenging economic environment. RATING SENSITIVITIES The unsecured debt rating is expected to move in tandem with the Long-Term IDR. However, a material increase in the proportion of unsecured funding or the creation of a sufficient unencumbered asset pool, which alters Fitch's view of the recovery prospects for the debt class, could result in the unsecured debt rating being equalized with the IDR. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A sustained reduction in leverage to below 3.0x; -- Improved funding flexibility, including unsecured debt approaching 35% of total debt; -- Strong and differentiated credit performance of recent vintages. -- Any rating upgrade would be contingent on the maintenance of consistent operating performance and a sufficient liquidity profile. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained increase in leverage above the targeted range; -- Material deterioration in asset quality; -- An inability to maintain sufficient liquidity to fund interest expenses and revolver draws; -- A change in the perceived risk profile of the portfolio; -- Material operational or risk management failures; -- Damage to the firm's franchise that negatively affects its access to deal flow and industry relationships. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. MY FL MANAGEMENT: May Use Cash Collateral Thru June 28 ------------------------------------------------------ Judge Scott M. Grossman authorized MY FL Management LLC to use cash collateral on an interim basis up to and including June 28, 2021 to operate in the ordinary course of its business, pursuant to the Court-approved budget. Judge Grossman ruled that A&D Mortgage LLC shall receive $69,202 monthly in adequate protection payments. A&D is also granted valid and perfected replacement liens on all of the Debtor's property in which A&D had valid and perfected liens on as of the Petition Date. A copy of the Order is available for free at https://bit.ly/3ul1Aj9 from PacerMonitor.com. The Court will conduct a hearing on June 23, 2021 at 1:30 p.m. by Zoom Video Conference for the Debtor's continued access to cash collateral. About My FL Management MY FL Management LLC owns Royal Beach Palace, a hotel located in the residential Lauderdale-by-the-Sea. Fort Lauderdale, Fla.-based MY FL Management sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-11028) on Feb. 2, 2021. Yuri Gnesin, manager, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Scott M. Grossman oversees the case. The Debtor tapped Edelboim Lieberman Revah Oshinsky, PLLC as its legal counsel and Karlinsky & Golub CPAs, PLLC as its accountant. NATIONAL RIFLE ASSOCIATION: Unsecured Creditors to Get 100% in Plan ------------------------------------------------------------------- The National Rifle Association of America and Sea Girt LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, a Plan of Reorganization on May 2, 2021. The Plan is being proposed as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or Interests set forth in the Plan. Class 4 consists of all General Unsecured Claims. Class 4 is Impaired by the Plan. Holders of Claims in Class 4 shall be entitled to vote to accept or to reject the Plan. Each Holder of an Allowed General Unsecured Claim shall receive, subject to the Holder’s ability to elect Convenience Class treatment on account of the Allowed General Unsecured Claim, Cash in the Allowed amount of such Claim, which shall be paid as follows: (i) 50% of the Allowed Amount of such Claim payable on the Effective Date (or the Allowance Date if such Claim becomes Allowed after the Effective Date), and (ii) 50% of the Allowed Amount of such Claim payable on the 90th day following the Effective Date (or the Allowance Date if such Claim becomes Allowed after the Effective Date). Class 5 consists of all Litigation Claims. Each Holder of an Allowed Litigation Claim shall receive Cash in the Allowed amount of such Claim, paid via semiannual pro rata Distributions from the Disputed Claims Reserve, commencing on the January 15 or July 15 first following the Allowance Date of such Allowed Litigation Claim and payable on each subsequent January 15 and July 15 until such Allowed Litigation Claim is paid in full. Allowed Litigation Claims shall accrue simple interest at the Federal Judgment Rate from the Allowance Date of such Claim through the date on which such Claim is fully satisfied. Class 6 consists of all NYAG Claims. Each Holder of an Allowed NYAG Claim shall receive Cash in the Allowed amount of such Claim, paid via semiannual pro rata Distributions from the Disputed Claims Reserve, commencing on the January 15 or July 15 first following the Allowance Date of such Allowed NYAG Claim and payable on each subsequent January 15 and July 15 until such Allowed NYAG Claim is paid in full. Allowed NYAG Claims shall accrue simple interest at the Federal Judgment Rate from the Allowance Date of such Claim through the date on which such Claim is fully satisfied. Class 7 consists of all DCAG Claims. Each Holder of an Allowed DCAG Claim shall receive Cash in the Allowed amount of such Claim, paid via semiannual pro rata Distributions from the Disputed Claims Reserve, commencing on the January 15 or July 15 first following the Allowance Date of such Allowed DCAG Claim and payable on each subsequent January 15 and July 15 until such Allowed DCAG Claim is paid in full. Allowed DCAG Claims shall accrue simple interest at the Federal Judgment Rate from the Allowance Date of such Claim through the date on which such Claim is fully satisfied. Class 8 consists of All Convenience Claims. Each Holder of an Allowed Convenience Claim shall receive Cash in the Allowed amount of such Convenience Class Claim, payable on (i) the Effective Date or as reasonably soon as practicable thereafter, or (ii) within 30 days following the Allowance Date of such Allowed Convenience Class Claim. On the Effective Date of the Plan, all Interests in Sea Girt shall be deemed cancelled without any further action by or order of the Bankruptcy Court and shall be of no further force or effect. There shall be no Distribution on account of such Interests. The Debtors and the Reorganized NRA shall fund Distributions under the Plan with: (a) Unrestricted Cash on hand on or after the Effective Date; (b) with respect to the AUB Claims, the Claims and rights under the Restated AUB Loan Documents; (c) with respect to Disputed Claims in Classes 5, 6, and 7 that become Allowed Claims, the Disputed Claims Reserve; and (d) with respect to Professional Fee Claims, the Professional Fee Reserve. A full-text copy of the Plan of Reorganization dated May 2, 2021, is available at https://bit.ly/3nRkN9o from PacerMonitor.com at no charge. Counsel for the Debtors: Douglas J. Buncher Patrick J. Neligan, Jr., Esq. John D. Gaither, Esq. Neligan LLP 325 N. St. Paul, Suite 3600 Dallas, TX 75201 Phone: 214-840-5300 E-mail: pneligan@neliganlaw.com jgaither@neliganlaw.com - and - Gregory E. Garman, Esq. William M. Noall, Esq. Talitha Gray Kozlowski Teresa M. Pilatowicz 7251 Amigo Street, Suite 210 Garman Turner Gordon LLP Las Vegas, NV 89119 Tel: 725-777-3000 Fax: 725-777-3112 Facsimile: (725) 777-3112 E-mail: ggarman@gtg.legal wnoall@gtg.legal tgray@gtg.legal tpilatowicz@gtg.legal 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, National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Texas Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversees the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. NEONODE INC: Appoints New VP for Sales in the Americas ------------------------------------------------------ Neonode Inc. has appointed Anthony Uhrick as vice president for sales in the Americas. Mr. Uhrick is an industry veteran with over 20 years of experience in the touch screen industry developing business for early market leaders such as 3M Touch Systems, Planar, and Smart Technologies. His career has focused on emerging interactive technology with extensive experience in developing new markets, creating partner relationships, managing product promotion and launches, and sales channel development. Mr. Uhrick holds a B.Sc. in Business Administration and Finance from California State University, Northridge and a M.Sc. in Environmental Science from Loyola Marymount University in Los Angeles, California. The recruitment of Mr. Uhrick is part of a strategy and organization update targeting an increased focus on the company's contactless touch business and on current market opportunities in North America, Asia, as well as in Europe. A key point in this update is that the business area organization Neonode established during 2020 is replaced by a regional sales organization. In the new organization Mr. Uhrick will assume the role vice president sales AMER and will lead Neonode's sales work in the Americas. Johan Swartz, who previously led its business area HMI Products, will assume the role vice president Sales APAC and will lead the company's sales work in Asia and Pacific. Jonas Waern, who previously led our business area HMI Solutions, will assume the role Vice President Sales EMEA and lead the company's sales work in Europe, Middle East and Africa. These changes are effective immediately. "I am very pleased to have Anthony join our team. Anthony's extensive experience and track record in the touch screen industry and in B2B sales is a perfect fit to grow our business in the Americas. Further, the new regional sales organization will increase our customer focus and our ability to meet the market demands in all three regions, which will help us accelerate our topline growth," said Urban Forssell, CEO of Neonode. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops user interface and optical interactive touch and gesture solutions. Its patented technology offers multiple features including the ability to sense an object's size, depth, velocity, pressure, and proximity to any type of surface. Neonode reported a net loss attributable to the company of $5.6 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the company of $5.30 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $16.57 million in total assets, $4.68 million in total liabilities, and $11.89 million in total stockholders' equity. OBITX INC: Delays Filing of Fiscal 2020 Annual Report ----------------------------------------------------- OBITX, Inc. filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Jan. 31, 2021. In recent months OBITX has established an audit committee and a new Chief Executive Officer. The additional time required to coordinate the reporting requirements is an instrumental component of the company's inability to file on schedule. OBITX expects to file the Annual Report within the extension period of 15 calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About OBITX Inc. Headquartered in Fleming Island, Florida, OBITX, Inc., (OTCQB: OBTX) -- http://www.ObitX.com-- is a development, consulting and services organization specializing in blockchain technologies and decentralized processing. OBITX reported a net loss from operations of $168,028 for the year ended Jan. 31, 2020, compared to a net loss from operations of $392,042 for the year ended Jan. 31, 2019. As of Oct. 31, 2020, the Company had $1.59 million in total assets, $297,200 in total liabilities, and $1.29 million in total stockholders' equity. Houston-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 2, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. OLIN CORP: Moody's Alters Outlook on Ba2 CFR to Stable ------------------------------------------------------ Moody's Investors Service affirmed Olin Corporation's ratings, including the Ba2 Corporate Family Rating, and revised the rating outlook to stable from negative on strengthening cash flow and meaningful debt reduction expected in 2021. Moody's also upgraded the Speculative Grade Liquidity rating to SGL-1 from SGL-2. "Olin expects to deploy most of its free cash flow toward debt reduction in 2021," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Olin Corporation. Affirmations: Issuer: Olin Corporation Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) Issuer: Blue Cube Spinco Incorporated Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) Upgrades: Issuer: Olin Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Olin Corporation Outlook, Changed To Stable From Negative Issuer: Blue Cube Spinco Incorporated Outlook, Changed To Stable From Negative RATINGS RATIONALE Moody's expects substantial improvement in earnings and cash flow in 2021. Olin raised guidance for management-adjusted EBITDA to $1.8-$2.1 billion in 2021, up significantly from last quarter's guidance of at least $1 billion in 2021 and up significantly from $636 million in 2020. Olin is a beneficiary of a combination of factors, including macroeconomic recovery, tightened market conditions following Winter Storm Uri, and early progress on the company's business model transformation. Even with some potential softening in commodity pricing as unexpected disruptions across the industry are resolved later in 2021, Moody's expects that key credit measures will improve substantially, including adjusted financial leverage falling below 3.0x (Debt/EBITDA; including standard analytical adjustments) within the next few quarters if the company reduces debt near the guided level. Moody's also expects that Olin will reduce debt significantly in 2021. While Olin has not reduced debt since acquiring chlor-alkali assets from Dow Chemical in 2015, improved market conditions creates an opportunity for meaningful debt reduction and management has signaled clearly its intent to reduce debt by at least $1 billion in 2021. Olin reported $3.7 billion of balance sheet debt at March 31, 2021, down from $3.9 billion at December 31, 2020, and reducing debt by more than 25% would substantially improve resilience of key credit metrics during future macroeconomic and/or commodity downturns. The quantum of debt reduction represents almost all of the company's guidance for $1.1 billion of leveraged free cash flow in 2021 and signals a clear intent to improve the company's balance sheet. The Ba2 CFR is principally constrained by the challenges associated with navigating a cyclical industry with substantial balance sheet debt. The rating also reflects exposure to the cyclical chlor-alkali industry and longer-term risks associated with ESG-related factors. The rating is supported by strong market positions, excellent cost position supported by access to low-cost energy, and good liquidity. The company's intention to reduce debt in 2021 and emerging business model transformation could have positive rating implications in the near-term. The SGL-1 Speculative Grade Liquidity rating reflects expectations for improved earnings and cash flow in 2021. The SGL-1 is supported by $260 million of cash on hand at 3/31/2021, and an undrawn $800 million revolving credit facility with only modest letters of credit ($799.6 available). The company has no near-term debt maturities, and no significant cash outlays are expected in 2021. Olin's liquidity profile will further benefit from a reduction in capital spending and interest expense as the company pays down debt. The expected cushion of compliance under financial maintenance covenants (including a secured leverage ratio test and interest coverage ratio test) will improve significantly through EBITDA growth and lower debt levels. Olin's secured debt contains a fall-away provision that allows for the elimination of security if the company achieves certain financial targets. Achieving these targets -- which is possible during 2021 -- likely would result in a convergence of the company's secured and unsecured ratings. Olin would still have certain secured debt, including an asset-based securitization facility, in a scenario where security for the revolver and term loan fall away. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 5 times (Debt/EBITDA), retained cash flow-to-debt (RCF/Debt) sustained below 8%, or a substantive deterioration in liquidity. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 4 times for the vast majority of the cycle, retained cash flow-to-debt sustained above 12%, and a commitment to a more conservative financial policy that includes lower debt levels that create more financial flexibility during down-cycles. Environmental, social, and governance factors influence Olin's credit quality. The company is exposed to environmental and social issues typical for commodity chemicals companies and additional social risk related to the Winchester ammunition business. Governance-related risks related to debt-funded acquisitions, share repurchases, and shareholder activists collectively are heightened compared to many publicly-traded companies, but recent management commentary related to reducing debt is a positive factor mitigating these historical activities. Improving disclosure of ESG-related information and implementation of ESG-related targets are positive factors in Moody's assessment. Olin Corporation is a Clayton, Missouri-based manufacturer and distributor of commodity chemicals and a manufacturer of small caliber firearm ammunition. The company operates through three main segments: (i) Chlor Alkali Products and Vinyls whose primary products include chlorine and caustic soda, hydrochloric acid, vinyl chloride, sodium hypochlorite (bleach), and potassium hydroxide; (ii) Epoxy, which produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives; and (iii) Winchester, whose primary focus is the manufacture and sale of small caliber, firearm sporting and military ammunition. In 2015, Olin acquired Dow's U.S. chlor-alkali, global epoxy and global chlorinated organics businesses (Dow's chlor-alkali business), significantly expanding the company's size and diversity. The principal methodology used in these ratings was Chemical Industry published in March 2019. OMEGA SPORTS: Gets OK to Use Fidelity Bank's Cash Thru June 27 -------------------------------------------------------------- Judge Laura Beyer authorized Omega Sports, Inc., to use cash collateral from the Petition Date through and including June 27, 2021 in the ordinary course of business, pursuant to the budget. The monthly cash collateral budget provided for total cash outflow of $967,646 from May 3, 2021 through May 30, 2021, and $872,038 from May 31, 2021 through June 27, 2021. As adequate protection to Fidelity Bank of North Carolina to the extent of cash collateral used, Fidelity is granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens on the Debtor's post-petition assets of the same character and type actually used, to the same validity, priority and extent as Fidelity's the liens and encumbrances attached to the Debtor's assets before the Petition Date. The Debtor will also pay Fidelity the monthly payments due on Loan 1226 and Loan 1228 for May 2021 and June 2021 at the non-default rate provided in the loan documents. The Debtor is indebted to Fidelity under a letter of credit and a term loan. Two drawings under the Paycheck Protection Program were also channeled to the Debtor through the bank. A copy of the Order is available for free at https://bit.ly/3bl0QTJ from PacerMonitor.com. A final hearing on the use of cash collateral will be held on June 16, 2021 at 9:30 a.m., in the United States Bankruptcy Court, Charles Jonas Federal Building, Courtroom 1-5, 401 West Trade Street, Charlotte, North Carolina. Objections are due three business days before the final hearing. About Omega Sports Greensboro, North Carolina-based Omega Sports, Inc. -- https://www.omegasports.com/ -- manufactures and sells sporting goods, including apparel, footwear, and gear and accessories. Omega Sports sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30160) on March 25, 2021, disclosing between $1 million and $10 million in both assets and liabilities. Ronald Craig Carlock, Jr., owner and chief executive officer, signed the petition. The case is handled by Honorable Judge Laura T. Beyer. The Debtor tapped Moon Wright & Houston, PLLC as legal counsel and The Finley Group as financial advisor. ON MARINE: Wants Plan Exclusivity Extended Thru July 2 ------------------------------------------------------ Debtor ON Marine Services Company LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the Debtor's exclusive period to file a Chapter 11 Plan through and including July 2, 2021, and to solicit acceptances through and including September 2, 2021. Although the Plan was filed on the Petition Date, the first year of this Chapter 11 Case has been devoted primarily to a process through which the Committee evaluated the Insurance Settlement Agreements and related due diligence materials and, more recently, a period of non-mediated negotiations among the Debtor, the Committee, and the settling insurers. Those negotiations are ongoing. The issues presented are complex, and the Debtor desires additional time to continue working with the parties concerning a negotiated resolution. On March 11, 2021, the Debtor filed a status report, detailing the parties' progress to date, outlining the proposed continued non-mediation process, and requesting that March 12, 2021, status conference be continued to a date falling after April 19, 2021, to permit the parties time to share information and hold additional meet-and-confer sessions. So, the Court granted the request to continue the status conference that was scheduled for April 28, 2021. While these discussions are ongoing and with a potential for a formal mediation process to follow, the Debtor anticipates that there will be at least another 60-90 days before a hearing will be held on the Insurance Settlement Agreements. Because the Insurance Settlement Agreements provide essential funding for the liquidation trust proposed in the Plan, the Debtor desires additional time before proceeding with a plan to determine whether the parties will be able to resolve their differences concerning the Insurance Settlement Agreements. This anticipated time frame is not due to any lack of diligence on the part of the Debtor but rather is dictated by the complexities of a mass tort case. The Debtor is not operating, and its administrative expenses largely are limited to professional fees. The Debtor is current on its payments to the Office of the United States Trustee on account of quarterly fees. Through filing the Plan on the Petition Date and seeking approval of the Insurance Settlement Agreements, the Debtor has demonstrated a viable pathway towards confirmation and a successful resolution of this Chapter 11 Case. Relevant factors support the Debtor's requested extension of the Exclusive Periods. The requested extension is reasonable given the complexity of this Chapter 11 Case and will assist the Debtor as it continues to pursue a successful resolution of this Chapter 11 Case. The Debtor is not seeking an extension of the Exclusive Periods to pressure or prejudice any of its stakeholders. Rather, the Debtor seeks additional time to address the propriety of the Insurance Settlement Agreements and to ensure that the parties have sufficient time to negotiate a consensual plan. A copy of the Debtor's Motion to extend is available at https://bit.ly/3uim1wQ from Epiq11.com. About ON Marine Services Company ON Marine Services Company is the continuation of the entity formerly known as Oglebay Norton Company, as part of which the Ferro Division operated as an unincorporated division. In 1999, Oglebay Norton Company changed its name to ON Marine Services Company and became a wholly-owned subsidiary of a newly formed company known as Oglebay Norton Company, an Ohio corporation. The Ferro Division and/or ON Marine manufactured and sold refractory products for use exclusively in steelmaking. ON Marine Services Company ceased all active business operations in 2010. ON Marine Services Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 20-20007) on January 2, 2020. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Kevin J. Whyte, senior vice president. Chief Judge Carlota M. Bohm oversees the case. The Debtor is represented by Paul M. Singer, Esq., at Reed Smith LLP and Legal Analysis Systems, Inc. as its consultant. A committee of asbestos personal injury claimants has been appointed in the Debtor's case. The asbestos committee is represented by Caplin & Drysdale, Chartered. ORIGINCLEAR INC: Designates 3,390 Shares as Series W Pref. Stock ---------------------------------------------------------------- OriginClear, Inc. filed a certificate of designation of Series W Preferred Stock with the Secretary of State of Nevada. Pursuant to the certificate of designation, the Company designated 3,390 shares of preferred stock as Series W Preferred Stock. The Series W Preferred Stock has a stated value of $1,000 per share, and will be entitled to cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly. The Series W Preferred Stock will not be entitled to any voting rights except as may be required by applicable law. The Series W Preferred Stock will be convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series W Preferred Stock being converted by the conversion price; provided that, the Series W Preferred Stock may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company will have the right (but no obligation) to redeem the Series W Preferred Stock at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. About OriginClear Headquartered in Los Angeles, California, OriginClear -- http://www.originclear.com-- is a provider of water treatment solutions and the developer of a breakthrough water cleanup technology. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. OriginClear reported a net loss of $27.47 million for the year ended Dec. 31, 2019, compared to a net loss of $11.35 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.72 million in total assets, $20.56 million in total liabilities, and a total shareholders' deficit of $24.13 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PALM BEACH: Court Approves Disclosure Statement ----------------------------------------------- Judge Mindy A. Mora has entered an order approving the Disclosure Statement of Palm Beach Brain & Spine, LLC., Midtown Outpatient Surgery Center, LLC, and Midtown Anesthesia Group, LLC The hearing to consider confirmation of the Debtors' Plan will be on June 22, 2021 at 1:30 p.m. in United States Bankruptcy Court, 1515 North Flagler Drive, Courtroom A, West Palm Beach, Florida 33401. The deadline for objections to claims is May 13, 2021. The deadline for objections to confirmation and ballots accepting or rejecting the Plan is June 8, 2021. About Palm Beach Brain and Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery, and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Judge Mindy A. Mora is the case judge. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L. are the Debtors' counsel. PARALLAX HEALTH: Capt. Withrow Resigns as Director -------------------------------------------------- Capt. E. William Withrow Jr., SC, USN (Ret) resigned from Parallax Health Sciences, Inc.'s Board of Directors, and his roles as Chair of the Compensation Committee, Deputy Chair of the Audit Committee and Co-Chair of the Governance Committee. His resignation did not involve any disagreement with the Company, according to a Form 8-K filed with the Securities and Exchange Commission. About Parallax Headquartered in West Palm Beach, Florida, Parallax Health Sciences, Inc. -- www.parallaxcare.com -- focuses on personalized patient care through remote healthcare services, behavioral health systems, and Point-of-Care diagnostic testing. Parallax reported a net loss of $12.87 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the Company had $1.36 million in total assets, $11.61 million in total liabilities, and a total stockholders' deficit of $10.25 million. Farmington Hills, Michigan-based Freedman & Goldberg CPAs, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 15, 2020, citing that the Company has suffered recurring losses from operations, has a net capital deficiency and has significant contingencies that raise substantial doubt about its ability to continue as a going concern. PARAMOUNT RESOURCES: Moody's Assigns B2 CFR, Outlook Positive ------------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating to Paramount Resources Ltd., a B2-PD probability of default rating, a B1 rating to the senior secured revolving credit facility, and a SGL-3 speculative grade liquidity rating. The rating outlook is positive. Assignments: Issuer: Paramount Resources Ltd. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Outlook Actions: Outlook, Positive RATINGS RATIONALE Paramount's B2 CFR is supported by (1) its production (around 75,000 boe/d net of royalties) and reserves base; (2) acreage diversification across multiple producing areas in western Canada; and (3) strong expected retained cash flow to debt of around 65% in 2021 and 2022. Paramount is constrained by (1) a history of liquidity challenges, including persistent negative free cash flow; and (2) a low leveraged full-cycle ratio of just above 1x despite a supportive 2021 and 2022 commodity price environment. Paramount has adequate liquidity (SGL-3) over the next year. Pro forma for the first quarter 2021 asset sales, debt issuance and revolver commitment increase, at December 31, 2020, Paramount would have had minimal cash and about C$300 million available under its C$1 billion revolving credit facility that matures in November 2022. Moody's anticipate C$125 million in free cash flow in 2021 which Moody's expect will be used to repay revolver drawings. Moody's expect Paramount will be in compliance with its two financial covenants during this period. Alternate liquidity is good given the investments Paramount holds in other companies as well as its sizeable acreage position. Paramount's senior secured revolver is rated B1 (one notch above B2 CFR) reflecting its priority ranking to the $35 million senior unsecured convertible debentures and other unsecured liabilities. Governance considerations include Paramount's conservative balance sheet which was achieved following significant asset sales since 2016, and its history of liquidity of challenges. The positive outlook reflects Moody's expectation that Paramount's liquidity management will improve through 2021 with free cash flow going to reduce debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if retained cash flow to debt is above 30% (16% Dec-20 LTM), LFCR is above 1x (0.2x Dec-20 LTM), and Moody's has an increased confidence in liquidity management, including generating free cash flow. The ratings could be downgraded if retained cash flow to debt is below 15% (16% Dec-20 LTM), LFCR remains below 1x (0.2x Dec-20 LTM), production declines (around 75,000 boe/d currently) or liquidity deteriorates. Paramount is a publicly-traded, Calgary, Alberta-based exploration and production company with operations across Alberta and British Columbia. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. PENN VIRGINIA: Fitch Rates Proposed Unsec. Notes Due 2028 'B' ------------------------------------------------------------- Fitch Rating has assigned a 'B'/'RR3' rating to Penn Virginia Holdings, LLC's (PVAC) proposed senior unsecured notes due 2028. Proceeds from the transaction are expected to be used to meaningfully reduce borrowings under the reserve-based lending credit facility (RBL) and repay the second lien term loan. PVAC's 'B-' Long-Term Issuer Default Rating (IDR) reflects the company's high margin, liquids-weighted assets in the Eagle Ford, advantaged Gulf Coast market access leading to generally higher unhedged realized prices versus peers, strong PDP-linked hedge book, expectations for moderately positive FCF and forecast sub-1.5x leverage metrics. Offsetting factors include the company's relatively small production size and long-term inventory uncertainty, which heightens the need for a credit-conscious capital allocation policy to extend inventory life. KEY RATING DRIVERS Note Issuance Improves Liquidity, Extends Maturities: PVAC's proposed $350 million senior unsecured note issuance extends the maturity profile and improves near-term liquidity, with approximately $190 million of proceeds used to reduce borrowings under the RBL. Following repayment of the second lien term loan, Fitch believes the extended maturity profile provides ample time for PVAC to regain operational momentum following production declines in 2020 and generate FCF. Two-Rig, Returns-Focused Capital Program: Fitch expects PVAC's two-rig drilling program will generate modest production growth through the rating horizon. The company was producing over 20mboepd and 25mboepd for the seven days ended March 31, 2021 with modest growth expected by year end; management's returns-focused approach should help maintain positive FCF. Fitch believes management's 2021 capital budget will be largely aimed at the more oil-weighted, north-eastern part of its acreage footprint. The company has already seen strong preliminary well results since 2H20, and Fitch believes the continued use of multi-well pads and efficiency improvements are consistent with management's focus of cash-on-cash returns and support overall higher EURs and FCF. Strong, PDP-Linked Hedge Book: PVAC maintains substantial PDP hedge coverage that mimics the pay-out profile of its wells to lock in returns and also mitigates downside pricing risks. The company primarily uses collars that provide additional upside potential and currently has a substantial portion of its PDP reserve base hedged through 1H23. Fitch expects management to continually layer in hedges to lock in attractive returns and believes the company's proactive hedging program supports FCF generation and improves overall financial flexibility, which helps de-risk future RBL repayment. Positive FCF, Sub-1.5x Leverage: Fitch's base case forecasts moderately positive FCF generation of approximately $20 million-$30 million per year over the rating horizon, given the company's strong hedge book and disciplined, returns-focused drilling program, which should result in mid- to low-teen production growth rates. Fitch forecasts PVAC's capital program to be in line with guidance at about $220 million in 2021 with growth-linked spending increases thereafter as the company will look to continue its operational momentum and expand the PDP base. Fitch-calculated gross debt/EBITDA is forecast at 1.6x in 2021 and is expected to improve to sub-1.5x levels thereafter following production growth momentum and the expected prioritization of FCF toward reducing RBL borrowings. Liquids-Rich Asset, Long-Term Inventory Uncertainty: Fitch believes PVAC's asset base is high quality given its concentrated, liquids-rich footprint in the Eagle Ford and advantaged Gulf Coast pricing, but long-term drilling inventory is limited and increases the need for future development capital to maintain inventory life. Management has identified approximately 500 drilling locations, which assuming approximately 40 gross well spuds per year, implies an inventory life of approximately 12 years. Two-thirds of those locations, representing approximately eight years of inventory life, are estimated to have an average well-level IRR of 55% at $55/bbl. Fitch believes the company has sufficient acreage to regain operational momentum in the medium and near term, but recognizes there is uncertainty around maintenance of unit economics of the bottom third of inventory, in addition to resource life extension in the medium and long term. DERIVATION SUMMARY With 24.3mboepd sales volume in 2020, PVAC is much larger than Eagle-Ford peer BlackBrush Oil & Gas L.P. (CCC+; 6.5mboepd in 3Q20, 73% liquids), but is materially smaller than growth-focused Midland operator Double Eagle III Midco 1 LLC (B/RWP; 45.8mboepd in 3Q20, 85% liquids) and SM Energy Company (B/Stable; 126.9mboepd in 2020, 63% liquids). PVAC's oily acreage footprint in the northeast part of the Eagle Ford Basin supports its peer-leading 90% liquids mix for 2020 and strong margin profile. The company benefits from strong Gulf Coast pricing and more advantaged market access, which typically leads to unhedged realized prices higher than Fitch's E&P peer average. Fitch-calculated operating costs of $12.0/boe were higher than for SM Energy ($9.8/boe) in 2020, but remain consistent with the Eagle-Ford peer average. PVAC maintained relatively conservative leverage metrics in 2020 with Fitch-calculated debt/EBITDA of just 2.1x, supported by approximately $80 million of commodity cash settlements, given the company's strong PDP-linked hedging program. This is similar to both Double Eagle (1.9x; 2020 forecast) and SM Energy (2.3x; 2020). Fitch forecasts leverage will improve to sub-1.5x levels following production growth and the expected prioritization of FCF toward reducing RBL borrowings. KEY ASSUMPTIONS -- WTI oil price of $55/bbl in 2021 and $50/bbl in 2022 and thereafter. -- Henry Hub natural gas price of $2.75/mcf in 2021 and $2.45/mcf in 2022 and thereafter. -- Single-digit production growth in 2021 followed by growth in the mid to low teens thereafter. -- Capex of approximately $220 million in 2021, followed by production-linked spending thereafter. -- Prioritization of forecast FCF toward RBL repayment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Production growth resulting in average daily production approaching 50mboepd while maintaining inventory life. -- Mitigation of future liquidity and refinance risks through cash retention and/or economic inventory life extension. -- Mid-cycle debt/EBITDA sustained at or below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Loss of operational momentum resulting in average daily production sustained below 20mboepd. -- Inability to mitigate future liquidity and refinance risks through cash retention and/or economic inventory life extension. -- Mid-cycle debt/EBITDA sustained at or above 3.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity; Clear Maturity Profile: As of March 31, 2021, PVAC had $11.9 million of cash on hand, and pro forma, the note issuance is expected to have approximately $45 million outstanding under the $350 million RBL credit facility. There are no significant maturities until the RBL matures in 2024, and Fitch anticipates the company will continue to be FCF positive over the forecast with a prioritization of RBL repayment. The liquidity profile is also supported by the company's strong hedge book, management's focus on cash-on-cash returns and continued operational efficiencies, which Fitch believes should generate approximately $20 million-$30 million of FCF per year. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that PVAC would be reorganized as a going-concern in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation, which reflects the decline from current pricing levels to stressed level and then a partial recovery coming out of a troughed pricing environment. Fitch believes that a weakened commodity price environment and further loss of operational momentum could weaken the FCF profile and potentially lead to additional borrowings under the RBL and an erosion of the liquidity profile. An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x. -- The multiple reflects the value of PVAC's high-quality, liquids-weighted asset base in the Eagle Ford in addition to relatively flat growth embedded in the bankruptcy scenario. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions within the Eagle Ford Basin, including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. RBL is assumed to be fully drawn upon default, given the company's strong PDP-linked hedge position in 2021 that would likely offset some of the risk of price-linked borrowing base reduction, as well as the relatively flat production growth profile. The RBL is senior to the unsecured notes in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to RR3 for the senior unsecured notes. PETROTEQ ENERGY: Interim CEO Reports 5.67% Equity Stake ------------------------------------------------------- Aleksandr Blyumkin disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of July 20, 2020, he beneficially owns 26,441,054 shares of common stock of Petroteq Energy Inc., which represents 5.67 percent based on 466,083,259 Common Shares currently issued and outstanding. These 26,441,054 Common Shares consist of (i) 25,931,940 Common Shares held directly by the Reporting Person, and (ii) 509,114 Common Shares held by entities controlled by the Reporting Person who has discretionary voting and investment authority over securities held by these entities. Mr. Blyumkin acquired the securities as part of his overall investment strategy, and in order to provide funds to the Issuer in the form of subscription proceeds for application towards the further development and refinement of the Issuer's extraction technology currently in use at its oil sands processing plant in Asphalt Ridge, Utah, and for working capital. The Reporting Person is the executive chairman, interim chief executive officer, and a director of Petroteq. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1561180/000106299321004070/formsc13d.htm About Petroteq Energy Inc. Petroteq -- www.Petroteq.energy -- is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. Petroteq is currently focused on developing its oil sands resources at Asphalt Ridge and upgrading production capacity at its heavy oil extraction facility located near Vernal, Utah. Petroteq reported a net loss and comprehensive loss of $12.38 million for the year ended Aug. 30, 2020, compared to a net loss and comprehensive loss of $15.78 million for the year ended Aug. 31, 2019. Vancouver, British Columbia, Canada-based Hay & Watson, the Company's auditor since 2012, issued a "going concern" qualification in its report daed Dec. 15, 2020, citing that the Company has had recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PETROTEQ ENERGY: Issues 26.3M Shares, Settles $600,000 Debenture ---------------------------------------------------------------- Petroteq Energy Inc., pursuant to the agreement announced on April 9, 2021 to amend a previously-issued US$2,400,000 principal amount secured convertible debenture: (a) issued 26,334,246 common shares at a deemed price of US$0.047 per share to settle all accrued and unpaid interest and penalties under the Debenture to March 26, 2020, in the aggregate amount of US$1,227,066.43; and (b) settled US$600,000 of the original principal amount of the Debenture for 15,000,000 common shares of the Company, at a deemed price of US$0.04 per share. As previously disclosed, the Debenture was originally issued by the Company to an arm's length lender, bears interest at 5.0% per annum and matured on Feb. 20, 2021 (the original maturity date of Oct. 15, 2019 having been extended pursuant to an amending agreement dated Aug. 20, 2020). The Original Lender has assigned the Debenture to its US affiliate and the Company and the Lender have agreed to the foregoing shares for debt settlement transactions, and also to amend the Debenture (which now has a principal amount outstanding of US$1,400,000) by (a) extending the maturity date to September 30, 2021, and (b) amending the conversion price from US$0.40 to US$0.048. The definitive Debt Conversion and Amending Agreements between the Company and the Lender, each dated as of April 23, 2021, were entered into following receipt of the approval of the TSX Venture Exchange. The issuance of common shares to the Lender in partial conversion of principal and accrued and unpaid interest under the Debenture was effected by the Company in reliance on the exemption from the registration requirements of the United States Securities Act of 1933, as amended, provided by section 3(a)(9) of the U.S. Securities Act. To the extent that the amendments to the Debenture might be deemed to have involved the offer and sale of a new replacement debenture, the Company also relied on section 3(a)(9) of the U.S. Securities Act. The Company (with the Lender's consent) determined to partially satisfy the indebtedness under the Debenture with common shares, as described above, in order to preserve the Company's cash for use on its extraction technology in Asphalt Ridge, Utah, and for working capital. Such securities have been issued as "restricted securities" as defined in Rule 144 under the U.S. Securities Act. About Petroteq Energy Inc. Petroteq -- www.Petroteq.energy -- is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. Petroteq is currently focused on developing its oil sands resources at Asphalt Ridge and upgrading production capacity at its heavy oil extraction facility located near Vernal, Utah. Petroteq reported a net loss and comprehensive loss of $12.38 million for the year ended Aug. 30, 2020, compared to a net loss and comprehensive loss of $15.78 million for the year ended Aug. 31, 2019. Vancouver, British Columbia, Canada-based Hay & Watson, the Company's auditor since 2012, issued a "going concern" qualification in its report daed Dec. 15, 2020, citing that the Company has had recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PETROTEQ ENERGY: Restarts Oil Production After Process Enhancements ------------------------------------------------------------------- Petroteq Energy Inc.'s oil sands plant at Asphalt Ridge has been restarted after a shutdown to allow for certain additional enhancements that were required to be made to the POSP in order to allow for a more efficient and optimised extraction process. The required additional equipment has now been successfully installed and tested, and the POSP is again producing oil. George Stapleton, Petroteq COO, commented: "After optimizing the extraction process following initial plant start-up, we determined that certain equipment additions would improve not only the process of extracting bitumen from the oil sands ore but also the removal of clay fines from produced oil. The required equipment has now been installed and commissioned, and we expect that the projected improvement in operating efficiencies will help support the third-party review of the commerciality of the extraction process. We will look to fine-tune the ‎various plant systems with the view to increasing production rates and, if warranted by operational and economic conditions, moving to a two-shift operation. Much has been learned from operation of this demonstration plant and all of these lessons learned are now being incorporated into the Front End Engineering Design of a 5,000 barrel per day production train, which is currently underway." About Petroteq Energy Inc. Petroteq -- www.Petroteq.energy -- is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. Petroteq is currently focused on developing its oil sands resources at Asphalt Ridge and upgrading production capacity at its heavy oil extraction facility located near Vernal, Utah. Petroteq reported a net loss and comprehensive loss of $12.38 million for the year ended Aug. 30, 2020, compared to a net loss and comprehensive loss of $15.78 million for the year ended Aug. 31, 2019. Vancouver, British Columbia, Canada-based Hay & Watson, the Company's auditor since 2012, issued a "going concern" qualification in its report daed Dec. 15, 2020, citing that the Company has had recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PHILIPPINE AIRLINES: Informs Lessors of Its Plan to File Chapter 11 ------------------------------------------------------------------- Philippine Airlines has informed its lessors of a plan to file for Chapter 11 bankruptcy protection in the USA by the end of May 2021, three people with knowledge of the matter tell Cirium. "They are going to file before the end of May 2021 as long as they have the requisite support from creditors in terms of the majority they need to get it through and the prearranged fashion they're going for," says one of the people. PAL is putting together a prearranged insolvency, which the person describes as a "halfway house" between a pre-pack and the freeform filing that, for example, some of the Latin American carriers have used. "There are milestones and there are things that the airline then would have to do, there are commitments and DIP [debtor-in-possession financing] that have to materialise," the person adds. "The DIP funding would have to come through and all of that is negotiated with the lawyers. That's the approach they are taking." Norton Rose Fulbright is the airline's counsel on the restructuring. Seabury Capital has been hired as a restructuring adviser. PAL tells Cirium: "We're not able to provide any details or confirmation on the type or scope of any planned restructuring at this point. Our management and stakeholders continue to work on the comprehensive restructuring and we will make the needed disclosures at the proper time, once details are finalised." The airline adds: "What we can say is that we continue to build up our operations gradually on both international and domestic routes. The surge in Covid cases and related travel restrictions have been a setback, forcing us to cancel numerous international flights in the past two months, but we hope to get back to incremental expansion as the outbreak abates and our authorities revoke some of the restrictions." PAL has had a Chapter 11 filing on the cards since at least the fourth quarter of 2020. Like many struggling airlines around the globe and in Southeast Asia, the airline has been in talks with its lessors for months about restructuring leases. Cirium understands PAL is looking to reduce its leased fleet and seeking more favourable lease terms on the leased aircraft it decides to keep. Nineteen lessors are exposed to PAL to the tune of 49 aircraft, Cirium fleets data shows. About Philippine Airlines Philippine Airlines -- http://www.philippineairlines.com/-- is the Philippines' national airline. It was the first airline in Asia and the oldest of those currently in operation. With its corporate headquarters in Makati City, Philippine Airlines flies both domestic and international flights. First taking off in 1941, the carrier has grown into a fleet of about 40 aircraft (including five Boeing 747-400s) flying to more than 20 domestic points and about 30 foreign destinations. PIERCE CONTRACTORS: Creditors Say Plan Not Filed in Good Faith -------------------------------------------------------------- Secured Creditors Sassan Raissi, a sole individual as to an undivided 600,000/1,429,000 interest; Jerry Kiachian, a married man as his sole and separate property as to an undivided 629,500/1,429,000 interest; Moshen Keyashian, a married man as his sole and separate property as to an undivided 200,000/1,429,000 interest, object to the Disclosure Statement and Plan filed by Debtor Pierce Contractors, Inc. The Objecting Secured Creditors hold a First Trust Deed on the real property known as 194 Lantz Drive, Morgan Hill, California 95037. This property is the primary asset of the Debtor. Objecting Secured Creditors are the largest of the creditors in this case. The Objecting Secured Creditors are at grave risk as there is no equity in the real property at all, and there is no sufficient equity cushion as to the Objecting Secured Creditors, even though they are in First position on the real property. The First Amended Disclosure Statement and Plan presented are insufficient, they do not adequately or properly pay creditors, including and especially these Objecting Secured Creditors. The Debtor has acted in bad faith by not disclosing the amount or potential sources of funding of the Plan, allowing the corporation to be suspended and causing further delays, not paying real property taxes, and not providing real property insurance as required. Finally, the Plan does not provide for any protection to the holder of the First Trust Deed. It proposes to make small, non-default monthly payments while paying only a portion of the arrears, does not address the maturity event coming up on the Note on June 1, 2021 and does not propose to pay the arrears, or the entire loan in full. A full-text copy of the Secured Creditors' objection dated May 4, 2021, is available at https://bit.ly/3enx9TV from PacerMonitor.com at no charge. Attorneys for Objecting Secured Creditors: Edward T. Weber, Esq. Kristi M. Wells, Esq. LAW OFFICES OF EDWARD T. WEBER 17151 Newhope Street, Suite 203 Fountain Valley, California 92708 Telephone: 657-235-8359 Facsimile: 714-459-7853 E-mail: ed@eweberlegal.com About Pierce Contractors Pierce Contractors, Inc., acts as a holding company for the property commonly known as 194 Lantz Drive, Morgan Hill, CA, and several vehicles that are used in the business of the owner, Richard Pierce. Mr. Pierce runs a plumbing company in his own name. Pierce Contractors, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50182) on Jan. 31, 2020, listing under $1 million on both assets and liabilities. William Winters, Esq., is serving as the Debtor's counsel. PIERCE CONTRACTORS: US Trustee Says Amended Plan Still Not Feasible ------------------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 17, objects to the Disclosure Statement to the First Amended Combined Chapter 11 Plan of Reorganization and Disclosure Statement Dated April 27, 2021 filed by Debtor Pierce Contractors, Inc. The United States Trustee claims that the Amended Combined Plan and Disclosure Statement is nearly identical to the first Combined Plan and Disclosure Statement and has failed to address the issues raised in the US Trustee's previous objection. The lack of disclosure regarding how the Debtor will meet its obligations under the Amended Combined Plan and Disclosure Statement makes the Plan unfeasible and unconfirmable in its current form. The United States Trustee points out that the Amended Combined Plan and Disclosure Statement does not contain adequate information to meet the standards of Section 1125 or support the Debtor's plan payment calculations and appears patently unfeasible. The United States Trustee asserts that the Amended Combined Plan and Disclosure Statement does not provide adequate information to support the Debtor's monthly income as was a concern in the first Combined Plan and Disclosure Statement. The Amended Disclosure Statement and Plan should provide a clear picture of the Debtor's monthly income and expenses going forward so that parties in interest may make an informed judgment about the plan. The United States Trustee further asserts that the Amended Combined Plan and Disclosure Statement does not contain sufficient evidence of financial wherewithal to consummate the plan on the Effective Date and it should be amended to show how the Debtor will meet its proposed Effective Date obligations as was a concern in the first Combined Plan and Disclosure Statement. The United States Trustee states that the Debtor is delinquent with respect to its statutory duty to timely file monthly operating reports as of the date of this Objection. Consequently, the Debtor has failed to provide creditors with adequate information in the proposed disclosure statement in the form of MORs. A full-text copy of the United States Trustee's objection dated May 4, 2021, is available at https://bit.ly/3f3uH46 from PacerMonitor.com at no charge. About Pierce Contractors Pierce Contractors, Inc., acts as a holding company for the property commonly known as 194 Lantz Drive, Morgan Hill, CA, and several vehicles that are used in the business of the owner, Richard Pierce. Mr. Pierce runs a plumbing company in his own name. Pierce Contractors, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50182) on Jan. 31, 2020, listing under $1 million on both assets and liabilities. William Winters, Esq., is serving as the Debtor's counsel. PLANET HOME: Moody's Assigns First Time B2 Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned a first-time B2 corporate family rating and Caa1 long-term issuer rating to Planet Home Lending, LLC, a US non-bank mortgage company headquartered in Meriden, Connecticut. Assignments: Issuer: Planet Home Lending, LLC LT Issuer Rating (Local Currency), Assigned Caa1 LT Corporate Family Rating, Assigned B2 Outlook Actions: Issuer: Planet Home Lending, LLC Outlook, assigned Stable RATINGS RATIONALE The assignment of the B2 CFR reflects Planet Home's b2 standalone assessment, which is supported by solid profitability and adequate capital level but also takes into consideration the risks to creditors from its evolving funding structure, operational risks related to its rapid growth, and a developing franchise in the residential mortgage market in the US. The company has a multipronged origination strategy including correspondent, distributed branch retail and direct call center channel, and originated approximately $7 billion in residential mortgage loans through its retail and third-party channels in the first quarter of 2021, after growing its originations to $19.4 billion in 2020 from $8.7 billion in 2019. However, the company's rapid growth is credit negative due to the associated operational risks, which may lead to stress on liquidity, management, controls and system resources. In addition, Moody's believes that sacrificing profitability or increasing operating risks to continue rapid growth could further increase credit risk. Planet Home's profitability as measured by net income to total managed assets in the first quarter of 2021 was solid at 3.5% despite a decline in gain on sale margins during the quarter as well as a loss on hedges the company uses to manage the interest rate risk on its mortgage servicing rights (MSRs), which was not offset by a write up on the company's MSRs as it accounts for its MSRs using the amortization method. Profitability for the company improved materially in 2020 from 2019, with the increase in gain on sale margins and residential mortgage origination volumes as a result of the significant decline in interest rates. The company's capitalization, as measured by adjusted tangible common equity to tangible assets (adjusted TCE to TMA) increased to approximately 13.5% as of March 31, 2021 from 12.8% as of year-end 2020, which Moody's views as adequate for its rating level. Moody's expects the profitability of nonbank mortgage companies such as Planet Home to be solid in 2021, though below the record levels reported in 2020, driven by continued elevated origination volumes, which will likely support a modest decline in leverage over the coming year. The company's funding structure is evolving, in Moody's view. Planet Home has primarily relied on short-term (mostly one-year maturities) repurchase facilities to finance new originations and a secured MSR facility to finance its MSRs. The company is reviewing a variety of funding options including a potential issuance of senior unsecured notes to partially finance growth in its correspondent origination channel, which Moody's would view as credit positive because it would materially enhance the company's funding profile by diversifying its sources and extending debt maturities. Additionally, by not fully encumbering the MSRs, the company would have greater funding options, particularly during times of stress. Currently, virtually all of its assets are encumbered, reducing the company's ability to access alternative funding sources. The Caa1 issuer rating is based on Planet Home's B2 corporate family rating and the application of Moody's Loss Given Default (LGD) for Speculative-Grade Companies methodology and model, which incorporate priority of claim and strength of asset coverage. The assignment of the new ratings on Planet Home also takes into account its governance as part of Moody's environmental, social and governance (ESG) considerations. Governance is very relevant for financial companies and Moody's does not have any particular concerns in respect to Planet Home's governance arrangements. The stable outlook reflects Moody's expectation that the company will maintain solid, but lower profitability as well as modestly reduce leverage over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the rapid growth of the company over the last several years, an upgrade of the company's corporate family rating over the next 12 to 18 months is not likely. However, over time, the ratings could be upgraded if the company continues to demonstrate solid financial performance, such as achieving and maintaining capitalization as measured by tangible common equity to tangible managed assets of 17.5% or higher as well as maintaining net income to total assets of more than 2.5%. In addition, further strengthening of the funding structure that would reduce refinancing risk, such as through continued, further diversification of the company's funding sources, and increasing the percentage of warehouse facilities with maturities beyond the typical 364 days would be positive for the ratings. The ratings could be downgraded if the company's financial performance materially deteriorates, for example, if capitalization decreased to 11.0% or lower as measured by tangible common equity to tangible managed assets, or if net income to assets fell to less than 1.0% for an extended period of time or if the company's liquidity position deteriorates beyond an adequate buffer to its debt covenants. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PORTOFINO TOWERS: Seeks to Extend Plan Exclusivity Until July 25 ---------------------------------------------------------------- Debtor Portofino Towers 1002 LLC requests the U.S. Bankruptcy Court for the Southern District of Florida to extend by 90 days the exclusive periods during which the Debtor may amend a Chapter 11 plan and disclosure statement and to solicit acceptances until July 25, 2021. The Debtor and Creditors have been negotiating toward a consensual plan, but additional time is needed due to continued state court litigation, and delays caused by the COVID-19 pandemic. The Debtor requested an exclusivity extension within which the Debtor may solicit acceptances within which to negotiate with creditors or to amend the plan of reorganization and disclosure statement. The Debtor needs more time to resolve issues in this case to have a meaningful opportunity to develop and confirm a plan of reorganization. A copy of the Debtor's Motion to extend is available at https://bit.ly/337eg10 from PacerMonitor.com. About Portofino Towers 1002 LLC Portofino Towers 1002 LLC owns a condo at 300 S Pointe Dr. Unit 1002, Miami Beach FL 33139. Portofino Towers 1002 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20446) on September 27, 2020. The petition was signed by Laurent Benzaquen, authorized member (AMBR). At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. The cases are assigned to Judge A. Jay Cristol. Joel M. Aresty, Esq. at JOEL M. ARESTY P.A. represents the Debtor as counsel. Until further notice, the United States Trustee said it will not appoint a committee of creditors according to 11 U.S.C. Section 1102. POWER SOLUTIONS: Swings to $23 Million Net Loss in 2020 ------------------------------------------------------- Power Solutions International, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $22.98 million on $417.64 million of net sales for the year ended Dec. 31, 2020, compared to net income of $8.25 million on $546.08 million of net sales for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $283.98 million in total assets $277.88 million in total liabilities, and $6.1 million in total stockholders' equity. Chicago, Illinois-based BDO USA, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2021, citing that significant uncertainties exist about the Company's ability to refinance, extend, or repay its outstanding indebtedness and maintain sufficient liquidity to fund its business activities. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1137091/000113709121000002/psix-20201231.htm About Power Solutions Headquartered in Wood Dale, IL, Power Solutions International, Inc. (http://www.psiengines.com)designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets. The Company manages the business as a single segment. POWER SOLUTIONS: To Hold Annual Meeting on July 15 -------------------------------------------------- The Board of Director of Power Solutions International, Inc. will hold the Company's 2021 annual meeting of stockholders on Thursday, July 15, 2021, at 8:00 a.m. (Central Time). The record date for stockholders entitled to notice of and to vote at the Annual Meeting will be the close of business on Monday, May 17, 2021. The 2021 Annual Meeting will be held by remote communication, and information regarding the manner in which stockholders will be able to access, participate in and vote at the 2021 Annual Meeting will be set forth in the Company's proxy statement. Because the date of the 2021 Annual Meeting differs by more than 30 days from the anniversary date of the Company's 2020 annual meeting of stockholders, which was held on Dec. 15, 2020, the deadline for submission of any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, and the deadlines for any stockholder to submit a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company's proxy materials outside of Rule 14a-8, as set forth in the Company's proxy statement, filed with the United States Securities and Exchange Commission on Nov. 5, 2020, no longer apply. Pursuant to the Company's Second Amended and Restated Bylaws and Rule 14a-5(f) of the Exchange Act, the Company provided notice of the revised deadlines for such proposals. Pursuant to Rule 14a-8 of the Exchange Act, stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2021 Annual Meeting must ensure that such proposal is received by, on or before the close of business on May 14, 2021, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC to be eligible for inclusion in the proxy materials for the 2021 Annual Meeting and must comply with the provisions contained in the Bylaws relating to stockholder proposals. Additionally, a stockholder intending to submit a proposal outside the processes of Rule 14a-8 of the Exchange Act or to nominate persons for election to serve as a director of the Company, in each case in connection with the 2021 Annual Meeting, to be considered timely, must provide written notice of such proposal or nomination to the Company's chief financial officer not later than the close of business on May 14, 2021, in order to be considered "timely" within the meaning of Rule 14a-4(c) of the Exchange Act in respect of the 2021 Annual Meeting. Such proposals or nominations must comply with the advance notice provisions contained in the Bylaws. Proposals and notices must be in writing and received by the Company's Chief Financial Officer, Donald P. Klein, at 201 Mittel Drive, Wood Dale, IL 60191, and must also comply with the requirements set forth in the rules and regulations of the Exchange Act and the Bylaws. About Power Solutions Headquartered in Wood Dale, IL, Power Solutions International, Inc. (http://www.psiengines.com)designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets. The Company manages the business as a single segment. Power Solutions reported a net loss of $22.98 million for the year ended Dec. 31, 2020, compared to net income of $8.25 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $283.98 million in total assets $277.88 million in total liabilities, and $6.09 million in total stockholders' equity. Chicago, Illinois-based BDO USA, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2021, citing that significant uncertainties exist about the Company's ability to refinance, extend, or repay its outstanding indebtedness and maintain sufficient liquidity to fund its business activities. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUAD/GRAPHICS INC: Fitch Gives FirstTime 'B+' IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to Quad/Graphics, Inc. (Quad) with a Stable Rating Outlook. Fitch has assigned the senior secured credit facility a 'BB-'/'RR2' rating and the senior unsecured notes a 'B-'/'RR6' rating. The ratings reflect Quad's leading market position, expectation of gross leverage to remain in mid to low 3x, and financial flexibility supported by sufficient liquidity and expectation of positive FCFs. The ratings are constrained by secular industry headwinds resulting in declining revenue from digital substitution. Fitch expects Quad to successfully refinance its 2022 senior unsecured notes during 2021. KEY RATING DRIVERS Leading Market Position: Fitch's ratings reflect Quad's leading market position as the second largest commercial printer in the U.S. Fitch believes the company's significant scale and size provides economies of scale benefits in a highly competitive and fragmented printing industry. Quad also benefits from longstanding relationship with its clients (its largest clients average over 20 years as customers), a high contracted revenue and low customer concentration. Secular Industry Pressures: Quad's business profile continues to face secular headwinds limiting revenue growth over the forecast. Fitch believes the print industry will continue to see volume declines as digital substitution has curbed demand for printed products. The pandemic accelerated the shift to digital media, as it catapulted the distribution and hosting of media content through online channels. The declining demand has resulted in overcapacity and pricing pressures in the U.S. print industry. Leverage: Fitch expects gross leverage at approximately 3.4x and 3.3x by the end of FY2021 and FY2022, respectively. This represents slight improvement from 3.5x gross leverage at YE2020, largely driven by prepayment of term loans from excess cash flow. Fitch expects management to continue to prioritize debt repayments as use of FCF as Quad inches closer to its long-term target of 2.0-2.5x net leverage. Fitch expects Quad will successfully refinance it May 2022 maturity of $300 million unsecured notes ($239 million outstanding at YE2020) during the current calendar year. Financial Flexibility: The ratings are supported by sufficient financial flexibility and liquidity derived from cash balances, availability under revolver and expectation for Quad to generate positive FCFs over the forecast. Fitch expects FCF margin near 3% in 2021. However, FCFs are expected to decline starting next year as CARES tax benefits recede and Fitch assumes Quad will resume dividend payments. Fitch believes that continued cost rationalizations and deleveraging with sale of non-core asset sales will also provide additional financial flexibility. Diversifying Revenue: Quad is diversifying its revenue base expanding its high growth marketing solutions with new and existing clients. During 2020, approximately 10% of revenue came from agency solutions. Quad's transformation as a marketing solutions provider began in 2014 when the company started making several growth acquisitions/ investments. Fitch believes this revenue diversification combined with continued cost rationalization will continue to transform Quad's operating profile over the long run. DERIVATION SUMMARY Quad has a relatively strong competitive position based on the scale and size of its operations in the U.S. commercial printing market. The company is the second largest in revenue after R.R. Donnelly & Sons. Both companies have similar financial profile in terms of EBITDA margins near high single digits and FCF margins in the low single digits. Quad's leverage compares favorably to R.R. Donnelly, but Fitch expects both companies to have similar leverage profiles over the rating horizon. Quad's ratings are reflective of its leading market position, Fitch's expectation that leverage will remain in the mid-to-low 3x range, and financial flexibility supported by sufficient liquidity, cost rationalization efforts and expectation of positive FCFs. The ratings are constrained by secular industry headwinds resulting in declining revenue from digital substitution. Fitch expects Quad to successfully refinance its 2022 notes during this calendar year. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch expects 2021 revenue to be flat at approximately $2.9 billion, followed by low single digit declines in subsequent years. -- EBITDA margins are assumed near 8.0%-8.5% range over the forecast. -- Capex is assumed in $55-$60 million range annually. -- Dividends are assumed to resume beginning 2022. -- Fitch expects excess cash will be used to reduce debt in line with management's expectation to reduce leverage in 2021 from 2020 levels. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Quad would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach: Quad's GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA is assumed at $200 million and reflects a secular decline in commercial printing industry as well as highly competitive and fragmented nature of the industry. An EV multiple of 5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The historical bankruptcy case study exit multiples in TMT sector have ranged from 4.0x-7.0x, with a median of 5.9x. According to the 2020 TMT Bankruptcy Enterprise Values and Creditor Recoveries report, the post-reorganization recovery multiples of companies in the printing and related services sector have ranged from 4.2x (Quebecor World (USA), Inc.) to 7.3x (Education Holdings 1, Inc.). Revolver is assumed to be fully drawn. The waterfall results in a recovery rating of 'RR2' for senior secured credit facility and 'RR6' for the unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Material improvement in operating profile evidenced by sustained positive revenue growth supported by revenue transformation and EBITDA margins sustained in double-digits. -- Fitch-calculated gross leverage (total debt/EBITDA) sustained below 3.0x or FFO Net Leverage sustained below 4.0x -- Consistently positive FCFs with FCF margin near mid-single digits. -- (CFO-Capex)/Total debt above 10%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Sustained revenue declines near mid-single digits or higher than expected deterioration of EBITDA margins. -- Fitch-calculated gross leverage sustained at or above 4.0x or FFO Net Leverage sustained above 5.0x -- FCFs sustained near zero. -- (CFO-Capex)/Total debt less than 5%. Quad's inability to successfully refinance the 2022 unsecured notes by the end of this year could also lead to a negative rating action. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Fitch views liquidity as sufficient supported by YE2020 cash balances of $55.2 million and $461.4 million availability under the revolving facility. Fitch expects FCF margins at approx. 3% in 2021 followed by decline in FCFs due to Fitch's assumption that Quad will resume dividends in 2022 and pay higher cash taxes as CARES tax benefits recede, offsetting lower interest cost. Fitch has assumed refinancing of notes maturing in 2022, during this year. Debt Structure: The amended credit facility provides a $500 million revolver commitment and $825 million of Term Loan A. As of Dec. 31, 2020, the revolver was undrawn and had an availability of $461.4 million, after considering $38.6 million issued under LCs. The outstanding balance under the term loan was $657.6 million at year end. The credit facility is secured by substantially all domestic and Mexican assets and two-third interest in international entities and guaranteed by Quad's material domestic subsidiaries. The company is under a Covenant Relief Period until Sept 30, 2021 during which time it is prohibited to pay dividends and is subject to net leverage covenant of 4.5x for 1Q'21 stepping down to 4.25x and 4.125x for 2Q'21 and 3Q'21. Post the covenant relief period, the company will be subject to total leverage ratio of 3.75x. Quad is also subject to net secured leverage and interest coverage financial covenants of 3.5x and 3.0x under its revolver & Term Loan A. The unsecured notes are due to mature in May 2022 and subject to certain debt and restricted payment restrictions. The notes are guaranteed by the same subsidiaries guaranteeing the credit facility. Fitch has assumed the company will be able to refinance the notes during 2021. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. RENEWABLE ENERGY: Moody's Assigns First Time B1 Corp. Family Rating ------------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Renewable Energy Group, Inc. (REG), including a B1 Corporate Family Rating, B1-PD Probability of Default Rating, and a B2 rating to the company's proposed senior secured notes due 2028. The rating outlook is stable. The proceeds from REG's secured debt issuance, along its $385 million equity offering gross proceeds from March 2021, will primarily be used to fund the expansion of renewable diesel production capacity at its Geismar facility. The Geismar expansion will increase the facility's nameplate renewable diesel production capacity to about 325 million gallons per year (MMGY) from 75 MMGY upon completion in late 2023. REG has been producing above nameplate capacity for the last few years at Geismar, and has averaged about 90 MMGY renewable diesel production. "REG benefits from modest financial leverage, good liquidity, and its decade-long experience as a producer of bio-based diesel, including five years as a producer of renewable diesel at Geismar," said Arvinder Saluja, Moody's Vice President. "However, the company relies on state and federal regulatory mandates to support its earnings. In addition, the execution and integration risk related to the construction and operational ramp-up in three years of the Geismar expansion project constrain the company's credit profile." Assignments: Issuer: Renewable Energy Group, Inc. Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Senior Secured Notes, Assigned B2 (LGD4) Outlook Actions: Issuer: Renewable Energy Group, Inc. Outlook, Assigned Stable RATINGS RATIONALE REG's B1 CFR reflects the company's modest financial leverage and good liquidity position. The rating is also supported by the company's experienced management team and its decade-long history as a producer of bio-based diesel, including five years as a producer of renewable diesel at Geismar. REG also benefits from its high process complexity that allows feedstock flexibility in multiple biorefineries, diverse feedstock sourcing, and its ability to access premium demand markets, such as California and Europe, which are at the forefront of the push towards decarbonization. Moody's expects REG to maintain supportive leverage metrics over cycles despite potential EBITDA volatility and to use its sizeable balance sheet cash prudently. REG's rating is restrained by: 1) its limited size and scale, 2) its exposure to raw materials and feedstock price swings, and 3) the challenges facing the bio-fuels industry over the longer term, including dependence on certain federal and state government programs for revenue generation. These programs have assisted the company in making the price of biomass-based diesel more cost competitive compared to that of petroleum-based diesel. The curtailment or loss of federal and state government incentives, resulting in regulatory credits, could hurt the company's revenues and operating margins. Additionally, over time, REG will face competition from larger companies with meaningful financial resources and bigger footprints. In recent years, several independent refiners have also announced renewable diesel projects. As new renewable diesel capacity comes online, the biofuels credit values could reduce if regulatory programs do not adjust for the increased capacity. The ratings also considers both execution and integration risk, as well as exposure to a potentially changing regulatory environment, inherent in the construction and operational ramp-up of the Geismar expansion project. In October 2020, REG announced its plan to expand the Geismar biorefinery capacity. After completion of the planned construction projects by year-end 2023, REG's Geismar biorefinery capacity will increase by 250 MMGY to about 340 MMGY. The company expects the related capital spending to be at least $825 million, financed with a mix of proceeds from its equity and debt offerings. If successful, the Geismar expansion would meaningfully increase the company's total nameplate capacity and renewable diesel production and advance the company's pre-treating systems to refine many types of feedstocks. The stable rating outlook reflects Moody's expectation that REG will maintain low leverage and good liquidity while adequately meeting development milestones for Geismar expansion and that the regulatory backdrop would remain supportive. REG's speculative grade liquidity rating of SGL-2 reflects the company's good liquidity position. As of March 31, 2021, the company had $335.8 million in cash on the balance sheet and $149.7 million of availability (borrowing base) under its $150 million ABL revolver which expires in September 2021. The cash balance benefits, in part, from the proceeds of the March secondary equity offering. The revolver credit agreement contains a fixed charge coverage ratio of at least 1.0x, which would be triggered if the availability to borrow were to decline to less than $15 million of the borrowing base. Moody's does not expect the covenant to spring. Pro forma of the debt offering, the company should have $825 million of cash on the balance sheet. In addition, the company has $271 million in short term and long term marketable securities. Moody's expects the company to outspend operating cash flow in 2022 to fund its Geismar expansion project. Although Moody's does not expect REG to draw on its ABL revolver, an upsizing and extension of its revolver would provide additional liquidity support. REG's senior secured notes due 2028 are rated B2 due to their structural subordination to the company's ABL revolver. The company's ABL revolver is subject to a borrowing base and benefits from its first priority claim on the ABL collateral. The secured notes have a second lien on the ABL collateral and a first lien on most other assets. The size of the proposed senior secured notes relative to a potentially upsized ABL facility results in the secured notes being one notch below the B1 CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS REG's rating could be upgraded if the company substantially increases the scale of its operations and achieves profitability excluding revenue from regulatory credits and incentives, maintains leverage (Debt/EBITDA) below 2.5x, and achieves successful completion and integration of the Geismar expansion project. The rating could be downgraded if REG were to experience material operational issues or Geismar expansion related construction issues for the project, a loss or reduction in the supportive regulatory environment resulting in meaningful deterioration in the company's revenue and EBITDA, or leverage above 4x. Renewable Energy Group, Inc. is one of North America's largest producers of advanced biofuels through converting natural fats, oils and greases into transportation biofuels. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. RIVERBEND ENVIRONMENTAL: June 24 Hearing on Plan Disclosures ------------------------------------------------------------ Judge Katharine M. Samson will convene a hearing to consider the approval of the disclosure statement of Riverbend Environmental Services, LLC, in the U.S. Bankruptcy Court for the Southern District of Mississippi, United States Courthouse, Courtroom 1, 109 Pearl Street, Natchez, Mississippi, on June 24, 2021, at 1:30 p.m. June 17, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. About Riverbend Environmental Services Riverbend Environmental Services, LLC, based in Fayette, MS, sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 19-03828) on Oct. 25, 2019. In the petition signed by Jackie McInnis, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Katharine M. Samson oversees the case. Craig M. Geno, Esq., of the Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. Watkins & Eager, PLLC, is special counsel. ROLLING HILLS: Seeks to Hire Floodman Law as Special Counsel ------------------------------------------------------------ Rolling Hills Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Floodman Law, LLC as its special counsel. The Debtor needs the firm's legal advice on tenancy and collection matters. William Floodman III, Esq., the firm's attorney who will be providing the services, will be paid at the rate of $250. As disclosed in court filings, Floodman Law is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: William Floodman III, Esq. Floodman Law LLC 1031 Peruque Crossing Ct Ste. B O'Fallon, MO 63366 Phone: +1 636-265-0036 Email: wfloodman@outlook.com Rolling Hills Apartments Rolling Hills Apartments, LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 21-41314) on April 9, 2021. In the petition signed by Robert Keith Bennett, manager, the Debtor disclosed $3,486,865 in assets and $3,752,509 in liabilities. Judge Kathy A. Surratt-States oversees the case. Carmody MacDonald PC and Floodman Law, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. SEABURY: Fitch Assigns BB Rating on $82MM Revenue Bonds ------------------------------------------------------- Fitch Ratings has assigned a 'BB' Issuer Default Rating (IDR) to the Church Home of Hartford, CT (Seabury) and affirmed the 'BB' revenue rating on approximately $82 million of revenue bonds issued by the state of Connecticut Health and Educational Facilities Authority and the Public Finance Authority Healthcare Facility of Wisconsin on behalf of Seabury. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group (OG), a mortgage and a debt service reserve fund. ANALYTICAL CONCLUSION The 'BB' rating reflects the expected resilience of Seabury's financial profile through Fitch's forward-looking scenario analysis, within the context of the strength of its business profile, characterized by mid-range revenue defensibility and mid-range operating risk with a history of elevated leverage and stable liquidity. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Single Site LPC, Stable Demand and Pricing Characteristics Seabury is a single-site provider in a moderately competitive service area. Fitch views Seabury's demand as mid-range with historical ILU occupancy in the low 90% range. Local competition has remained stable. Seabury has a history of regular fee increases. Operating Risk: 'bbb' Improving Core Operations, Good Capital Investment Fitch's assessment of Seabury's operating risk is based on its improving profitability ratios, contract type and elevated capital investment. Seabury has strategically invested in capital improvements to maintain its competitive position as indicated in its demand profile and in its relatively low average age of plant. Favorably, the tentative expansion plans for its unused cottages are not expected to disrupt ongoing operations Financial Profile: 'bb' Stable Liquidity and Elevated Leverage As of year-end 2020, Seabury had unrestricted cash-to-adjusted debt of just under 30%. Given Seabury's mid-range revenue defensibility, improving operating profile and expectations for additional debt in the next 24 months, Fitch expects Seabury's liquidity metrics to remain consistent with 'BB' rating. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric risks informed the rating decision. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Continued growth in unrestricted liquidity such that cash to adjusted debt is greater than 50%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An erosion in unrestricted liquidity such that cash to adjusted fall to below 25% and is not expected to improve. -- A debt issuance in support of a project such that cash to adjusted debt falls to below 25% and MADS coverage to below 1.5x and is not expected to recover or is not offset by additional revenues upon project stabilization. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. Seabury is a Type 'A' life plan community (LPC) located in Bloomfield, CT, just northwest of Hartford that includes 214 ILU apartments, 38 ILU cottages (32 available), 58 ALUs and 72 SNF beds. Seabury offers 67% and 80% refundable plans and a non-refundable plan. Fitch bases its analysis on the results of the OG, which consists of Seabury, the senior living campus, and Seabury Meadows, which operates 58 memory support beds and is located adjacent to the senior living campus. Total OG operating revenues were about $37.6 million in fiscal 2020. Seabury also has two non-OG affiliated organizations, the Seabury Charitable Foundation at Seabury At Home, which is an LPC without walls. REVENUE DEFENSIBILITY Utilization trends across Seabury have remained relatively stable over the last four years, with an average of approximately 91% of ILUs, 94% of ALUs, 88% of MCUs and 91% of SNF beds occupied from 2016 to 2020 (September year-end). ILU occupancy remained resilient during the coronavirus pandemic and stood at 87% as of Dec. 31, 2020, with expectations for further recovery in 2021. SNF occupancy fell to 68% as of Dec. 31, 2020. However, Fitch expects SNF occupancy will recover as operations continue to normalize. Seabury is a single site provider in Bloomfield CT, a moderately competitive service area. The market has demonstrated capacity for multiple providers. Seabury and its local competitors continue to operate successfully in relatively close proximity to each other. Compared to neighboring LPCs, Seabury is larger and offers a Type A contract. Projected population and income growth for the region is stable. Seabury has a history of modest annual fee increases indicating mid-range pricing flexibility. Seabury offers entrance fees contracts at a wide range of price points. While typical home values in Bloomfield are below the average entrance fee at Seabury, Management has reported strong demand for its most expensive units and has a waitlist for select premium units. Seabury's entrance fees range from $105,000 to $650,000. Per Zillow, the typical home value in Bloomfield was $240,000, which has increased by 13% over the past year. Seabury is contemplating a capital project to replace six existing cottages (currently offline) with two hybrid buildings comprising 24 new ILU apartments. Initial cost estimate was $15 million, which is expected to be financed with a construction loan to be repaid with proceeds from initial entrance fees. This project was originally board approved as part of Seabury's strategic planning process in 2015, but has been postponed due to the coronavirus. Assuming it moves forward, Fitch believes Seabury has some capacity at its current rating to absorb this potential project, given its improved financial profile, strong demand indicators and the relatively small size of the proposed expansion (less than 10% increase in total ILUs) and associated borrowing. OPERATING RISK Seabury sells predominantly type A contracts. Fitch views this as the least favorable contract type in terms of operating risk. Under this contract, the LPC bears the healthcare liability risk rather than the resident. Residents pay a fixed rate regardless of the level of healthcare they require. Seabury's mid-range operating risk assessment reflects the community's improving metrics balanced against the contract type. From fiscal 2016 to fiscal 2019, Seabury's operating ratio, NOM, and NOMA averaged 107.3%, negative 7.3%, and 10.9%, respectively, which was attributable to elevated expenses associated with the major ILU expansion project. After occupancy stabilized, profitability improved leading to an operating ratio and NOM of 95.4% and 13.5%, respectively in fiscal 2020 (September year-end). Operating performance continued to improve through the first quarter interim period as sales picked up following pandemic-induced slowdowns, with an operating ratio, NOM, and NOMA of 92.3%, 19.8%, and 16.5%, respectively. Seabury's capital expenditures have averaged about 400% of depreciation over the past five years with the past two years closer to 20%. Capital spending is expected to remain near the 20% range until construction begins on the cottage development. Average age of plant is low at nine years. Management planned to replace six unused IL cottages with two hybrid ILU buildings in 2020 but postponed construction due to COVID-19. Historically, Seabury has relied on entrance fees to cover debt service, as evidenced by a revenue-only MADS coverage that averaged .4x from fiscal 2016 to fiscal 2019. Revenue-only MADS coverage improved to 1x in fiscal 2020 and Fitch expects the community to maintain debt coverage near this level going forward. Seabury's other capital-related metrics were soft in 2020 with MADS making up 14.9% of fiscal 2020 revenues and debt to net available of 11.9x. Given Seabury's mid-range revenue defensibility and midrange operating risk assessments and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain consistent with the current financial profile, throughout the current economic and business cycle. As of YE 2020, Seabury had unrestricted cash and investments of approximately $24 million. This represents about 29% of total adjusted debt. DCOH was adequate for the rating level at 271 days at the end of 2020. Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations, shows Seabury maintaining operating and financial metrics that are largely consistent with the current rating and with historical levels of performance operating ratios in the low 90% range and NOMs in the 15% range. Capital spending is expected to remain consistent with the past two years with no major expansions factored in. Factoring in a $15 million entrance-fee funded construction project that does not disrupt normal operations does not pressure the financial profile below the 'bb' assessment. Fitch's forward look assumes an economic stress (to reflect both operating and equity volatility). The equity stress is specific to Seabury's asset allocation. Seabury's cash-to-adjusted debt and MADS coverage maintain levels consistent with the rating throughout Fitch's baseline forward looking scenario and remain resilient even under a stress case scenario. DCOH remains consistently above 200 days through the base case which is neutral to the rating outcome. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. SEADRILL LTD: Lenders Agree to Extend Cash Use ---------------------------------------------- Maria Chutchian of Reuters reports that Seadrill Ltd on Wednesday, May 5, 2021, reached a tentative deal that will allow it to continue using lender cash to fund operations while it works with creditors on a path out of bankruptcy. During a virtual hearing, U.S. Bankruptcy Judge David Jones, sitting in his Laredo, Texas courtroom, said he would extend Seadrill's access to cash until Aug. 31, 2021. The offshore drilling rig contractor, represented by Kirkland & Ellis, filed for bankruptcy in February 2021 with $5.6 billion in secured debt, marking its second trip through Chapter 11 since 2018. Seadrill, which blamed the sustained downturn in the oil and gas market and economic impact of the COVID-19 pandemic for its trouble, had the consent of one group of lenders represented by White & Case for its continued access to their cash collateral. That lender group, which includes Citibank Europe PLC and DNB Bank ASA and is known as the coordinating committee of secured lenders, holds $2 billion of the company's debt. But a separate, Weil Gotshal & Manges-represented lender group holding $1.3 billion of the company's debt, known as the RigCo lenders, argued that, because it's not clear what the company's spending will look like past July 9, 2021, its access to cash should be cut off in late June 2021 and revisited at that time. Sunny Singh of Weil noted during Wednesday's, May 5, 2021 hearing that Seadrill is already planning to spend $120 million through July 9, 2021, and expressed concern about potentially depleting certain cash pools. "We're not talking about a little bit of money," he said. The two lender groups have been at odds since the outset of the bankruptcy, with the coordinating committee advocating for a standalone reorganization of Seadrill and the RigCo lenders pushing for a sale. Ross Kwasteniet of Kirkland told the judge during a March 2021 hearing that the company is concerned some lenders in the RigCo group have interests in certain Seadrill competitors and "may have ulterior motives for wanting to see a sale of our assets, which may benefit them individually" but not in their role as creditors of Seadrill. However, lawyers for all parties agreed during the hearing that they have been having productive discussions about the company's restructuring options. At the conclusion of the hearing, Singh agreed to the cash extension through August after Jones assured him that his lender group would be able to raise any issues they come across with Seadrill's use of the money with him at any time, promising to even make himself available on a weekend if necessary. Affiliates of Strategic Value Partners Bybrook Capital, which are also RigCo lenders and are represented by Quinn Emanuel Urquhart & Sullivan, also objected to the cash collateral extension, saying they would only agree to it if Seadrill commits to consider third party sale options instead of a standalone reorganization. Eric Winston of Quinn, however, agreed to the extension following the judge's assurance. About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for the Debtors. Houlihan Lokey, Inc., is the financial advisor. Alvarez & Marsal North America, LLC, is the restructuring advisor. The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The law firm of Slaughter and May is co-corporate counsel. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk LLC is the claims agent. Scott Greissman, Jason Zakia and Phil Abelson of White & Case; and Jason Brookner of Gray Reed represent the coordinating committee of secured lenders. Eric Winston, Benjamin Finestone and Devin van der Hahn of Quinn Emanuel represent Strategic Value Partners Bybrook Capital. Alfredo Perez, Matt Barr, Sunny Singh, David Cohen and Paul Genender of Weil Gotshal & Manges represent the RigCo lenders. SHAMROCK FINANCE: Kevin Clancy Appointed as Examiner ---------------------------------------------------- Judge Frank J. Bailey approved the appointment of Kevin P. Clancy as bankruptcy examiner for Shamrock Finance LLC. The Court directed the Examiner, in the discharge of his Examiner duties, to fully cooperate with any government agencies including any federal, state or local government agency that may be investigating the Debtor, its management or its financial condition. A copy of the Order is available for free at https://bit.ly/3w0xTV1 from PacerMonitor.com. The Examiner was appointed by the U.S. Trustee. About Shamrock Finance Shamrock Finance LLC -- https://www.shamrockfinance.com -- is an auto sales finance company in Ipswich, Mass. Shamrock Finance sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12, 2021. Kevin Devaney, manager, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Frank J. Bailey oversees the case. The Debtor tapped Jeffrey D. Sternklar LLC as its bankruptcy counsel and the Law Offices of James J. McNulty as special counsel. William R. Dewey, IV, a director at Mid-Market Management Group, is the Debtor's chief restructuring officer. SHIFTPIXY INC: Incurs $6.2M Net Loss in Qtr Ended Feb. 28 --------------------------------------------------------- Shiftpixy, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.18 million on $2.42 million of revenues for the three months ended Feb. 28, 2021, compared to net income of $9.61 million on $2.01 million of revenues for the three months ended Feb. 29, 2020. For the six months ended Feb. 28, 2021, the Company reported a net loss of $13.12 million on $4.92 million of revenues compared to net income of $7.21 million on $4.27 million of revenues for the six months ended Feb. 29, 2020. As of Feb. 28, 2021, the Company had $17.10 million in total assets, $18.69 million in total liabilities, and a total stockholders' deficit of $1.59 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1675634/000110465921050214/tm2112280d1_10q.htm About ShiftPixy Headquartered in Miami, Florida, ShiftPixy is a disruptive human capital services enterprise, revolutionizing employment in the Gig Economy by delivering a next-gen platform for workforce management that helps businesses with shift-based employees navigate regulatory mandates, minimize administrative burdens and better connect with a ready-for-hire workforce. With expertise rooted in management's nearly 25 years of workers' compensation and compliance programs experience, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy. ShiftPixy's complete human capital management ecosystem is designed to manage regulatory requirements and compliance in such required areas as paid time off (PTO) laws, insurance and workers' compensation, minimum wage increases, and Affordable Care Act (ACA) compliance. The Company reported a net loss of $75.35 million for the year ended Aug. 31, 2020, compared to a net loss of $18.08 million for the year ended Aug. 31, 2019. SHIFTPIXY INC: Reveals Sponsorship of Four SPAC Offerings --------------------------------------------------------- ShiftPixy, Inc., through a newly formed wholly-owned subsidiary, has been identified as the sponsor in registration statements on Form S-1 filed with the Securities and Exchange Commission relating to proposed initial public offerings of the following four Special Purpose Acquisition Companies: - Industrial Human Capital, Inc., which proposes to offer 25 million units to the public, comprised of one share of common stock and one-half of one redeemable warrant, at a price of $10 per unit, and use the proceeds to acquire one or more light industrial staffing companies; - Vital Human Capital, Inc., which proposes to offer 25 million units to the public, comprised of one share of common stock and one-half of one redeemable warrant, at a price of $10 per unit, and use the proceeds to acquire one or more health and nursing staffing companies; - TechStackery, Inc., which proposes to offer 25 million units to the public, comprised of one share of common stock and one-half of one redeemable warrant, at a price of $10 per unit, and use the proceeds to acquire one or more technology staffing companies; and - Insurity Capital, Inc., which proposes to offer 50 million units to the public, comprised of one share of common stock and one-half of one redeemable warrant, at a price of $10 per unit, and intends to use the proceeds to acquire one or more commercial insurance company "shells" licensed to conduct business throughout the United States. The business address and contact information for each of the SPACs is c/o ShiftPixy Investments, Inc., 501 Brickell Key Drive, Suite 300, Miami, FL 33131. The telephone number is 800-475-3655 and the email contact for investors is InvestorRelations@shiftpixy.com. These offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings. Each of the proposed public offerings described above is being underwritten by A.G.P/Aliiance Global Partners as sole book-running manager, with Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-manager. It is anticipated that the offerings will commence simultaneously within the next 45 to 60 days, and will be preceded by various "road-show" events that will be organized by the underwriters, and during which potential investors will have the opportunity to direct questions to the management of the SPACs regarding these proposed offerings. Registration statements relating to these securities have been filed with the SEC but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The proposed offerings will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com. Before investing in this offering, interested parties should read the prospectus. About ShiftPixy Headquartered in Miami, Florida, ShiftPixy is a disruptive human capital services enterprise, revolutionizing employment in the Gig Economy by delivering a next-gen platform for workforce management that helps businesses with shift-based employees navigate regulatory mandates, minimize administrative burdens and better connect with a ready-for-hire workforce. With expertise rooted in management's nearly 25 years of workers' compensation and compliance programs experience, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy. ShiftPixy's complete human capital management ecosystem is designed to manage regulatory requirements and compliance in such required areas as paid time off (PTO) laws, insurance and workers' compensation, minimum wage increases, and Affordable Care Act (ACA) compliance. The Company reported a net loss of $75.35 million for the year ended Aug. 31, 2020, compared to a net loss of $18.08 million for the year ended Aug. 31, 2019. As of Feb. 28, 2021, the Company had $17.10 million in total assets, $18.68 million in total liabilities, and a total stockholders' deficit of $1.58 million. SIGNATURE AVIATION: Moody's Lowers $650MM Sr. Unsecured Notes to B1 ------------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of the $650 million backed senior unsecured notes due 2028 ("the 2028 notes") issued by Signature Aviation US Holdings, Inc. ("the issuer") to B1 from Ba3. The outlook remains stable. The rating action reflects the issuer's tender offer and consent solicitation dated April 8, 2021, following which the tender offer was accepted by bondholders representing notes with a principal value of approximately $535 million. Accordingly $115 million of the 2028 notes will now remain in place following the completion of the acquisition of the issuer's parent, Signature Aviation plc ("Signature" or "the company") by BROWN BIDCO LIMITED, an entity controlled by Blackstone Infrastructure, Blackstone Core Equity, Global Infrastructure Partners and Cascade Investment, L.L.C. After completion the company will provide substantially the same security and guarantee package as provided to the senior secured facilities issued by Brown Group Holding LLC, a subsidiary of BROWN BIDCO LIMITED. Accordingly, the 2028 notes will rank as senior secured debt pari passu with the term debt. The existing ratings of BROWN BIDCO LIMITED, Signature, and their respective subsidiaries are unchanged. These comprise the B1 corporate family rating (CFR) and B1-PD probability of default rating (PDR) of BROWN BIDCO LIMITED, the B1 instrument ratings of the $1.685 billion seven year backed senior secured first lien term loan and the $350 million five year backed senior secured revolving credit facility, to be borrowed by Brown Group Holding LLC, and the Ba3 rating of the $500 million backed senior unsecured notes due 2026 ("the 2026 notes") issued by Signature Aviation US Holdings, Inc. The 2026 notes are expected to be repaid on completion of the acquisition. The stable outlooks of BROWN BIDCO LIMITED and Brown Group Holding LLC are unchanged. RATINGS RATIONALE The B1 CFR reflects the company's (1) strong position as the leading fixed base operator (FBO) provider in the US; (2) flexible cost structure, allowing the company to manage periods of decreased revenue; (3) substantial and profitable real estate portfolio providing hangarage for parked aircraft; (4) strong history of organic revenue growth in its core business from 2010-19; (5) resilient performance during the coronavirus pandemic with substantial market recovery continuing in 2021. The ratings also reflect: (1) high financial leverage following the transaction, which Moody's forecasts at around 7.3x in 2021 on an adjusted basis; (2) the uncertain path towards full recovery of demand and profitability as a result of the pandemic; (3) exposure to the high cyclicality of the business and general aviation markets. ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS Moody's regards the coronavirus pandemic as a social risk under its ESG framework, given the substantial implications for public health and safety. Whilst the company was significantly affected by reductions in flight activity at the start of the pandemic in the second quarter of 2020, it has since seen a substantial recovery with US flight activity across Signature's network. The company's recovery was also supported by significant nonflight revenues including from hangarage, and by cost reductions, leading to continue positive free cash flow. The company could be at risk from carbon transition leading to increased usage of electric aircraft and a focus by corporate customers on reducing emissions. Moody's anticipates a gradual shift towards electric business jets over the next decade and in the event that electric aircraft use becomes widespread, Signature would likely be able to shift its revenue model to charging for flight movements rather than fuel sales to maintain net revenues. Companies may seek to reduce business travel as part of efforts to reduce their carbon footprint. Whilst this may have a degree of dampening effect on growth, the critical nature of executive travel, the focus on the US domestic market, and need to access remote locations difficult to reach by commercial aviation, will provide a relatively high degree of protection. Following the transaction Signature will be controlled by a consortium of private investors with a focus on infrastructure investments and Moody's expects the shareholders to maintain a relatively balanced financial policy with a focus on deleveraging and a relatively long-term investment horizon. Moody's does not expect substantial releveraging transactions or dividend payments to occur. OUTLOOK The stable outlook reflects Moody's expectations that business and general aviation flight movements will continue to increase gradually leading the company to steadily improve EBITDA, returning to around prepandemic levels by around 2022 or 2023. It also assumes that there are no significant debt-financed acquisitions that would result in a material increase in leverage, and no material dividend distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Moody's expects: Moody's-adjusted leverage to reduce sustainably to around 5.5x Moody's-adjusted EBITA / interest to increase sustainably above 2x Free cash flow / debt to increase to at least mid-single digit percentages An upgrade would also require positive organic revenue growth at or above the market, and for the company to maintain financial policies consistent with the above metrics. Moody's could downgrade Signature if: Moody's-adjusted leverage is expected to be sustainably above 6.5x Moody's-adjusted EBITA / interest reduces consistently towards 1.5x Free cash flow / debt reduces to low single digit percentages The ratings could also be downgraded if there is a material weakness in the market which is likely to delay or prevent recovery, if there is a material weakening in the company's liquidity position, or if organic revenue growth is sustained materially below market rates. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. COMPANY PROFILE Signature has 179 FBO locations (excluding 162 EPIC locations and 13 Signature Select locations) providing business and general aviation flight support services at airports, with the US being the largest market followed by Europe. An FBO is a commercial business granted the right by an airport to operate on the airport and provide aeronautical services. SILVERLIGHT BUSINESS: Wins Interim Cash Collateral Access --------------------------------------------------------- Judge Michael G. Williamson authorized Silverlight Business and Risk Management, Inc., to use cash collateral until the continued hearing on the motion. The Debtor will use the cash collateral for the continued operation of its business. In the occurrence of an event of default, the Debtor's authority to use cash collateral shall cease upon three business days' notice. The Court ruled that, as adequate protection, secured creditor Crestmark Bank and Satellite Agency Network of Tampa Bay, d/b/a SAN of Florida, are each granted replacement liens. The Debtor will also pay the Secured Creditor $2,000 monthly, as additional adequate protection, before the first business day of each month, subject to a five-day grace period. As of the Petition Date, the Debtor owes the Secured Creditor at least $186,388, which amount is secured by a first priority security interest in substantially all of the Debtor's assets, including cash collateral. The Debtor owes SAN of Florida at least $86,503 under certain pre-petition loan and security agreements. SAN of Florida has a security interest in the collateral subject to a pre-petition subordination agreement between with the Secured Creditor. The Court will continue hearing on the motion on May 12, 2021, at 9:30 a.m. in Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, Tampa, Florida, before the Honorable Michael G. Williamson. A copy of the Order is available for free at https://bit.ly/3bl0xZ5 from PacerMonitor.com. About Silverlight Business and Risk Management, Inc. Silverlight Business and Risk Management, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 8:21-bk-00770) on February 18, 2021. In the petition signed by Dennis G. Fuller, Sr., president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Benjamin G. Martin is the Debtor's counsel. Judge Michael G. Williamson is assigned to the case. SIO GENE: Board OKs Performance Bonus for Chief Research Officer ---------------------------------------------------------------- The Compensation Committee of the Board of Directors of Sio Gene Therapies Inc. approved a one-time cash performance incentive for Gavin Corcoran, M.D., the Company's chief research and development officer. Under the terms of the Performance Incentive, Dr. Corcoran shall be paid a bonus of $35,000 upon completion of patient enrollment in the dose-escalation Stage 1 of the Company's AXO-AAV-GM1 gene therapy program for the treatment of GM1 gangliosidosis, including both Type 1 (early infantile) and Type 2 (late infantile and juvenile) patients if such enrollment occurs on or before March 31, 2022. Additionally, Dr. Corcoran shall be paid a bonus of $35,000 upon dosing of the first patient in the Company's AXO-Lenti-PD gene therapy program for the treatment of Parkinson's disease using clinical trial material from a suspension-based manufacturing process if such dosing occurs on or before March 31, 2022. About Sio Gene Headquartered in New York, Sio Gene Therapies Inc. (formerly known as Axovant Gene Therapies Ltd) is a clinical-stage company focused on developing innovative gene therapies for neurodegenerative diseases. Axovant Gene reported a net loss of $72.63 million for the year ended March 31, 2020, compared to a net loss of $129.06 million for the year ended March 31, 2019. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 9, 2020, citing that the Company has an accumulated deficit, has incurred recurring losses and used significant cash flows in operations, expects continuing future losses and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SITO MOBILE: Plan Exclusivity Period Extended Until May 11 ---------------------------------------------------------- At the behest of the SITO Mobile Solutions, Inc. and its affiliates, the Honorable Rosemary Gambardella 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 May 11, 2021, and the period for obtaining acceptances is extended until 90 days thereafter, which is August 9, 2021. Thomas Candelaria, the President, and CEO of the Debtors in Possession submitted a certification in support of the Debtors' case and various first-day pleadings with substantial detail on the history of the Debtors and their operations, their financial condition, and the events leading up to the case. According to Thomas Candelaria's certification, during this case, the Debtors have: (a) secured orders; (b) secured interim orders; and (c) filed the requisite retention applications to secure special patent litigation counsel under seal. And in connection with the events and orders referenced, the Debtors have: (a) negotiated a non-disclosure agreement with the Committee; (b) engaged in extensive discussions with the Committee to discuss the circumstances of the Debtors' need for the protection offered by their having filed these Cases; (c) presented detailed analysis of the Debtors' current business model; (d) presented detailed projections of the Debtors' anticipated pipeline of future work and expected revenue; and (e) organized a conference call with the Committee and the Debtors' proposed special patent litigation counsel to provide the Committee with an in-depth understanding of the pending and future litigation. Additionally, since the Petition Date, the Debtors: (a) appeared (telephonically) before the attorney for the Office of the United States Trustee's office for the initial debtor interview and the § 341 meetings of creditors; (b) continue to satisfy their monthly reporting and fee obligations; (c) began negotiating a claw-back agreement with the Securities Exchange Commission ("SEC") for the turnover of information related to pending litigation against former officers and directors which will finally secure a release for the Debtors from prosecution by the SEC, as well as protect privileged information; (d) engaged numerous inquiries from interested parties; and (e) resolved a motion for stay relief from the Debtors' D&O policy insurer. Because the Debtors' were required to concentrate on the efforts detailed above, they will not be able to fashion, draft, or file a plan before the current exclusivity deadline. Additionally, as discussed with the Committee, the Debtors' current business model and pipeline of work will take some time to materialize. Now with the extension granted, the Debtors will be able to address all the work they need to finish for their case. A copy of the certification of Thomas Candelaria in support of the Debtors' motion to extend is available at https://bit.ly/3eb9mGz from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3nJb6tB from PacerMonitor.com. About SITO Mobile SITO -- https://www.sitomobile.com -- is a developer of customized, data-driven solutions for brands spanning strategic insights and media. The platform reveals a deeper and more meaningful understanding of customer interests, actions, and experiences providing increased clarity for clients when it comes to navigating business decisions. Jersey City, N.J.-based Sito Mobile Ltd., and its affiliates SITO Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC, filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 20-21435, 20-21436 and 20-21437) on October 8, 2020. The petitions were signed by CEO Thomas Candelaria. Sito Mobile Ltd.'s declared total assets at $0 and total liabilities at $21,027,306. SITO Mobile Solutions declared total assets at $592,565 and total liabilities at $21,019,306. SITO Mobile R&D declared total assets at $2,674,944 and total liabilities at $19,727,206. The Honorable Rosemary Gambardella is the case judge. The Debtors hired Daniel M. Stolz, Esq., at Wasserman, Jurista & Stolz, P.C. as counsel. In January 2021, Wasserman, Jurista & Stolz was merged into Genova Burns in anticipation of a surge of midsized clients facing bankruptcies and restructurings. The Debtors are now represented by Genova Burns, LLC. The Official Committee of General Unsecured Creditors is represented by lawyers at Perkins Coie LLP. SPECTRUM GLOBAL: Appoints Daniel Sullivan as CFO ------------------------------------------------ Spectrum Global Solutions, Inc. appointed Daniel Sullivan, 63, as chief financial officer of the company, effective April 29, 2021. Since 2003, Mr. Sullivan has been the president of PCN Enterprises, Inc., which provides accounting related consulting services to public companies. There are no family relationships between Mr. Sullivan and any director or executive officer of the company. About Spectrum Global Solutions Boca Raton, Florida-based Spectrum Global Solutions Inc. -- https://SpectrumGlobalSolutions.com -- operates through its subsidiaries ADEX Corp., Tropical Communications Inc. and AW Solutions Puerto Rico LLC. The Company is a provider of telecommunications engineering and infrastructure services across the United States, Canada, Puerto Rico and Caribbean. Spectrum Global reported a net loss attributable to the company of $17.71 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the company of $5.83 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.33 million in total assets, $13.22 million in total liabilities, $1.22 million in total mezzanine equity, and a total stockholders' deficit of $10.11 million. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2021, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital, which creates substantial doubt about its ability to continue as a going concern. SPRY PUBLISHING: Obtains Permission to Use $28K of Cash Collateral ------------------------------------------------------------------ Judge Mark Randon authorized Spry Publishing, LLC to use $28,001 of cash collateral, pursuant to the budget, plus 10% variance for each line item, until the date of the final hearing or the date the current interim order becomes a final order. The Debtor will use the cash collateral to pay for maintenance expenses, payroll, continuing production costs, and costs for customer service. The Court authorized the Debtor to grant holders of interest in the cash collateral, including its lender Bank and SBA (to the extent of any diminution in value of the pre-petition cash collateral) replacement liens on the Debtor's assets acquired after Petition Date, and limited to those types and descriptions of collateral in which either holder of interest holds a pre-petition lien or security interest. The Replacement Liens shall have the same priority and validity as the pre-petition security interest and liens. If an objection is timely filed, the final hearing on the motion will be held on May 25, 2021 at 11 a.m. before the Honorable Mark A. Randon. However, the current interim order will become a final order without a further hearing, in the event no timely objection is filed. The Debtor will then be authorized to the Court-approved expenses, as well as any other expenses necessary for operating its business in the ordinary course going forward. A copy of the Interim Order is available for free at https://bit.ly/33jwwnM from PacerMonitor.com About Spry Publishing, LLC Spry Publishing, LLC serves the medical community by providing books and digital assets to patients suffering from chronic diseases through its partner network of pharmaceutical companies. While Spry was founded in 2012, it has family roots in publishing going back to 1893 and has continuously published for nearly 130 years with nearly 200 titles in print and thousands of titles on the backlist. Spry acquired The Word Baron in 2014 and PWB Marketing Communications in 2019 under the company name Spry Ideas. In 2020, having experienced a less than stellar foray into content marketing, the company ceased all content marketing operations and closed that portion of the business. Spry has since streamlined its operations and filed its bankruptcy case as a means of reorganizing its financial affairs. Spry sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-43817) on April 30, 2021. In the petition signed by James M. Edwards, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Elliot G. Crowder, Esq. at STEVENSON & BULLOCK, PLC is the Debtor's counsel. SRAM LLC: Moody's Rates New $1.1BB Secured Term Loan 'B1' --------------------------------------------------------- Moody's Investors Service affirmed SRAM, LLC's B1 Corporate Family Rating and B1-PD Probability of Default Rating. Concurrently, Moody's assigned B1 ratings to SRAM's new $100 million senior secured 5-year revolving credit facility and new $1.1 billion senior secured term loan B due 2028. Moody's took no action on the B1 ratings on the existing $40 revolver expiring in 2022 and term loan due in 2024 as these facilities will be repaid and Moody's expects to withdraw the ratings upon close. SRAM, LLC, is a direct operating subsidiary of SRAM Holdings, LLC (collectively SRAM). The outlook is stable. Proceeds from the $1.1 billion new term loan B will be used to refinance existing debt and fund a special distribution to shareholders. The transaction is an aggressive use of debt to fund a sizable $750 million distribution and will increase pro-forma debt to EBITDA to approximately 5.1x times from 1.9x as of December 31, 2020. Moody's estimates that pro-forma debt-to-EBITDA leverage as of March 31, 2021 is approximately 4.3x given continued improvement in LTM EBITDA thus far in 2021. Despite the material increase in financial leverage, Moody's affirmed the B1 CFR because it expects that operating performance will continue to improve over the next 12-18 months and that debt to EBITDA will decline to around 3.6x-3.8x during that period from a combination of both EBITDA growth and debt repayment. Additionally, closing pro-forma leverage and projected leverage will remain within the credit metrics Moody's anticipates for the B1 rating category given the SRAM's operating profile and Moody's expects the company to gain cushion within this category over time as leverage declines. Moody's took the following rating actions: Ratings Affirmed: Issuer: SRAM, LLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Assignments: Issuer: SRAM, LLC. Senior Secured first lien term loan, Assigned B1 (LGD3) Senior Secured first lien revolver, Assigned B1 (LGD3) Outlook Actions: Issuer: SRAM, LLC. Outlook, is stable RATINGS RATIONALE SRAM's B1 Corporate Family Rating (CFR) reflects its relatively narrow product focus in bicycle component parts and susceptibility to discretionary consumer spending. SRAM's credit metrics need to be stronger than similarly-rated consumer durables companies because of its product concentration, exposure to cyclical variations in earnings and cash flows, and occasional history of aggressive financial strategies with acquisitions and large debt funded dividends. The company benefits from its solid product portfolio within the niche premium bicycle component segment and strong brand recognition among bike enthusiasts and dealers. SRAM is also well positioned to benefit from increasing trends in bicycling related to improving health and wellness, which trends were bolstered by consumer behavior during the global pandemic. SRAM also has good geographic diversification with about half of its revenue generated in Europe and the other half in the US. ESG considerations include societal trends toward healthy living and wellness that support demand for cycling and the company's products. 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 company's performance from the current weak US economic activity and a gradual recovery for the coming months. SRAM has benefited from social distancing requirements and uptick in demand for outdoor activities and healthier living as a result of the pandemic. 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 leading to wide potential variations in demand for durable products. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that SRAM's operating performance will remain strong over the next 12-18 months as the company continues to benefit from increased interest in bicycling following the pandemic outbreak. The outlook also reflects Moody's expectation that the company will primarily focus on debt repayment over this period with modest annual dividends of approximately $85 million per year. Ratings could be downgraded if earnings, cash flow, or liquidity weaken. The rating could also be lowered if the company adopts a more aggressive financial policy with respect to debt-financed acquisitions or dividends. Specifically, ratings could be downgraded if debt to EBITDA is sustained above 5.0x. Ratings could be upgraded if the company significantly improves its size and product diversification. A more conservative financial policy would also need to be adopted by management for an upgrade. Debt to EBITDA would also need to be sustained below 4.0x. SRAM has good liquidity consisting of a $100 million revolver, which is expected to be unused at close. The credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors. The facilities provide for incremental debt capacity up to the greater of the sum of $275 million, plus unlimited amounts so long as pro forma Consolidated Senior Secured Leverage Ratio does not exceed 3.00: 1.00 (for pari passu secured debt). No portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of material assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. 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. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Headquartered in Chicago, Illinois, SRAM Corporation is a global designer and manufacturer of premium bicycle components. The company's brands and products are in four main categories: SRAM (drivetrain systems), RockShox (suspension), Zipp (wheelsets), and Quarq (power meters). SRAM generated $974 million for the fiscal year ending December 31, 2020. STEM HOLDINGS: Receives C$10.3-Mil. From Marketed Offering of Units ------------------------------------------------------------------- Stem Holdings, Inc. has closed its previously announced marketed public offering of units of the Company. The Offering was led by Canaccord Genuity Corp. on a 'commercially reasonable efforts' basis and consisted of the sale of ‎18,744,019 Units (including 1,471,291 Units pursuant to the partial exercise of the over-allotment option by the Agent) at a price of CDN$0.55 per Unit for aggregate gross proceeds of CDN$10,309,210 (including CDN$809,210.05 pursuant to the partial exercise of the over-allotment option by the Agent). Each Unit is comprised of one share in the common stock of the Company and one share purchase warrant of the Company. Each Warrant is exercisable to acquire one share in the common stock of the Company until April 23, 2023 at a price per Warrant Share of CDN$0.68, subject to adjustment in certain events. The net proceeds raised under the Offering will be used for working capital and in furtherance of some or all of the business objectives described in the final short form prospectus of the Company dated April 19, 2021. The Company has given notice to list the Unit Shares and the Warrant Shares on the Canadian Securities Exchange. Listing will be subject to the Company fulfilling all of the requirements of the Exchange. Concurrent with the Offering, the Company also conducted a non-brokered offering in the United States of 972,092 units of the Company at a price of US$0.43 per unit for aggregate gross proceeds of approximately US$420,000 under the terms of a registration statement on Form S-1, as amended, which was declared effective by the U.S. Securities and Exchange Commission on April 16, 2021. About Stem Holdings Headquartered in Boca Raton, Florida, Stem Holdings, Inc. -- http://www.stemholdings.com-- is a multi-state, vertically integrated, cannabis company that, through its subsidiaries and its investments, is engaged in the manufacture, possession, use, sale, distribution or branding of cannabis, and holds licenses in the adult use and medical cannabis marketplace in the states of Oregon, Nevada, California, Oklahoma and Massachusetts. Stem Holdings reported a net loss of $11.49 million for the year ended Sept. 30, 2020, compared to a net loss of $28.98 million for the year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had $112.28 million in total assets, $41.11 million in total liabilities, and $71.17 million in total shareholders' equity. LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Dec. 24, 2020, citing that the Company and its affiliates, had net losses of $11.5 million and $28.985 million, negative working capital of $9.235 million and $2.635 million and accumulated deficits of $51.386 million and $40.384 million as of and for the year ended Sept. 30, 2020 and 2019, respectively. In addition, the Company has commenced operations in the production and sale of cannabis and related products, an activity that is illegal under United States Federal law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970. These facts raises substantial doubt as to the Company's ability to continue as a going concern. SUITABLE TECHNOLOGIES: Seeks July 20 Plan Exclusivity Extension --------------------------------------------------------------- Debtor Suitable Technologies, Inc. requests the U.S. Bankruptcy Court for the District of Delaware to extend by 90 days the exclusive periods during which the Debtor may file a plan of reorganization and to solicit acceptances until July 20, 2021, and September 20, 2021, respectively. The Debtor has been in chapter 11 for a little over a year. During this time, the Debtor has worked diligently to ensure the Debtor's smooth transition into chapter 11 and to maximize the value of the Debtor's estate for the benefit of all stakeholders through a robust marketing and sale process. Since the filing of the Prior Exclusivity Motions, the Debtor has continued to diligently prosecute this Chapter 11 Case by, among other things: (i) working with Magicheart, the Debtor's pre-and post-petition lender, in an effort to negotiate and draft a consensual chapter 11 plan of liquidation (i.e., the Plan) and the various related documents, including the Disclosure Statement and the DS Motion; (ii) negotiating with Magicheart and obtaining approval of an amendment to the DIP Credit Agreement to, among other things, authorize the Additional Borrowing Amount, which was a necessary and critical component of the Debtor's ongoing efforts to bring this Chapter 11 Case to a conclusion in a timely and efficient manner and to provide a recovery to estate creditors; (iii) reconciling proofs of claim filed in this Chapter 11 Case; (iv) continuing to evaluate certain of the Debtor's executory contracts and unexpired leases; and (v) handling various other tasks related to the administration of the Debtor's bankruptcy estate and the Chapter 11 Case, including responding to various inquiries from creditors and interested parties. Throughout the first approximately six months of the Chapter 11 Case, the Debtor's Chief Restructuring Officer and professionals were focused on conducting a robust marketing and sale process for the Debtor's assets. The Debtor devoted significant time and attention to this Sale Process, which began prior to the Petition Date and continued in accordance with the Bidding Procedures Order on a post-petition basis. These efforts resulted in the Debtor obtaining approval for and closing the Sales. Since the Sales have closed, the Debtor has primarily focused on transitioning purchased assets to Blue Ocean, and winding down its estate, and concluding this Chapter 11 Case in a manner that maximizes creditor recoveries. As a result of discussions and negotiations with Magicheart, the Debtor and the Magicheart Parties reached the Plan Settlement which, among other things, ensures that holders of allowed general unsecured claims against the Debtor's estate will receive a recovery in this Chapter 11 case, and will be implemented through the Plan. The Debtor continues to timely pay its undisputed post-petition obligations. So, in light of these circumstances, the Debtor is not seeking the extension to delay administration of this Chapter 11 Case or to exert pressure on its creditors, but rather to conclude the orderly and efficient chapter 11 process by pursuing approval of the Disclosure Statement and solicitation and confirmation of the Plan which, among other things, will afford holders of allowed general unsecured claims in this Chapter 11 Case a recovery. A copy of the Debtor's Motion to extend is available at https://bit.ly/3nESE5y from Donlinrecano.com. About Suitable Technologies Headquartered in Palo Alto, California, Suitable Technologies, Inc. -- https://www.suitabletech.com/ -- develops, manufactures, and sells telepresence system and technology platforms in both domestic and international markets. It also maintains an intellectual property portfolio, which includes a number of different patents associated with, among other things, wireless connectivity, as well as trademarks in the United States and other foreign jurisdictions. Its primary product is called "Beam", a telepresence device designed to promote remote collaboration, provide individuals with the ability to communicate remotely with others on both a visual and audio basis, and move freely through a workplace using the Company's manufactured devices and companion software. Suitable Technologies, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10432) on February 26, 2020. The Debtor was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Honorable Mary F. Walrath is the case judge. The Debtor tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC is the staffing provider and its founder, Charles C. Reardon, is presently serving as CRO for the Debtor. Donlin, Recano & Company, Inc., is the claims agent. SUMMIT MATERIALS: Moody's Hikes CFR to Ba3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Summit Materials, LLC's Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and the ratings on the company's the senior unsecured notes to B1 from B2. Moody's also affirmed the rating of the company's senior secured credit facility at Ba1. The outlook remains stable. Summit Materials' SGL-1 Speculative Grade Liquidity Rating is maintained. The rating upgrades reflect Moody's expectation of the continued strengthening of Summit Materials' credit profile following the steady improvement in operating performance, higher predictability in free cash flow and robust operating fundamentals. "Summit Materials' growth through a series of acquisitions, which have added scale, diversified revenue sources and improved profitability, will continue to benefit the credit quality of the company." said Emile El Nems, a Moody's VP-Senior Analyst. "Going forward, Moody's expects the management team to be less acquisitive and be more focused on increasing operating efficiency and debt reduction." The following rating actions were taken: Upgrades: Issuer: Summit Materials, LLC Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B2 (LGD5) Affirmations: Issuer: Summit Materials, LLC Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) Outlook Actions: Issuer: Summit Materials, LLC Outlook, Remains Stable RATINGS RATIONALE Summit Materials' Ba3 Corporate Family Rating reflects the company's strong market position as a leading regional producer of construction materials in Texas, Utah, Kansas, and Missouri and its vertically integrated asset base. In addition, Moody's rating is supported by the company's solid EBITDA margins, very good liquidity and improving credit metrics. At the same time, Moody's rating takes into consideration the company's vulnerability to cyclical end markets and the competitive nature of its cement and ready-mix concrete businesses. The stable outlook reflects Moody's expectation that Summit Materials will steadily grow its revenue organically, maintain a good operating performance, generate solid free cash flow, and remain committed to reducing its debt leverage. This is largely driven by Moody's view that the US economy will improve sequentially and remain supportive of the company's underlying growth drivers. Summit Materials' SGL-1 Speculative Grade Liquidity rating reflects Moody's expectation of very good liquidity over the next 12 to 18 months. At December 31, 2020, the company's liquidly was supported by $418 million in cash and $329 million of availability under its $345 million revolving credit facility (net of $16 million of outstanding letters of credit). The facility expires in November 2024. The revolver is also governed by a first lien net leverage ratio not to exceed 4.75x each quarter. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: -- Debt-to-EBITDA is below 3.5x for a sustained period of time -- EBIT-to-interest expense approaches 4.0x -- Adjusted retained cash flow to net debt is above 20% -- The company maintains very good liquidity The ratings could be downgraded if: -- Debt-to-EBITDA is above 4.5x for a sustained period of time -- EBIT-to-interest expense is below 3.0x for a sustained period of time -- Adjusted retained cash flow to net debt is approaching 10% -- The company's liquidity deteriorates The principal methodology used in these ratings was Building Materials published in May 2019. Summit Materials, LLC is a construction materials company with significant operations in Texas, Utah, Kansas, Missouri and Virginia. Founded in 2009, the company has become a major provider of construction materials products in the US and is currently ranked among the top 10 aggregate suppliers (measured by tonnage) and among the top 15 cement producers (measured by volume). Summit Materials is a publicly traded company on the New York Stock Exchange under the ticker symbol [SUM]. SUPERCONDUCTOR TECHNOLOGIES: Incurs $3 Million Net Loss in 2020 --------------------------------------------------------------- Superconductor Technologies Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.96 million on $184,000 of total revenues for the year ended Dec. 31, 2020, compared to a net loss of $9.23 million on $545,000 of total revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.02 million in total assets, $315,000 in total liabilities, and $2.71 million in total stockholders' equity. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 31, 2021, 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. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/895665/000149315221007519/form10-k.htm About Superconductor Technologies Headquartered in Austin Texas, Superconductor Technologies Inc. -- www.suptech.com -- develops and commercializes high temperature superconductor (HTS) materials and related technologies. Since 1987, STI has led innovation in HTS materials, cryogenic cryocoolers developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. SUSGLOBAL ENERGY: Incurs $2 Million Net Loss in 2020 ---------------------------------------------------- SusGlobal Energy Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.01 million on $1.60 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $2.89 million on $1.38 million of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $5.76 million in total assets, $10.52 million in total liabilities, and a total stockholders' deficiency of $4.76 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has experienced operating losses since inception and expects to incur further losses in the development of its business. These conditions, along with other matters, raise substantial doubt about 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/1652539/000106299321003657/form10k.htm About SusGlobal Headquartered in Toronto, Ontario, Canada, SusGlobal Energy Corp. -- www.susglobalenergy.com -- is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application. TALK VENTURE: Court Approves Disclosure Statement ------------------------------------------------- Judge Theodor C. Albert has entered an order approving the Second Amended Disclosure Statement of Talk Venture Group, Inc. May 17, 2021, at 5:00 p.m., is the deadline to return completed ballots to Debtor's Counsel. May 21, 2021, is the deadline for Debtor to file and serve Debtor's Confirmation Brief and evidence, including declarations and the summary of returned ballots, in support of confirmation. May 28, 2021, is the deadline for any creditors or parties in interest to file and serve any objections to the Second Amended Plan confirmation. The hearing on confirmation of Debtor's Second Amended Chapter 11 Plan of Reorganization is scheduled for June 2, 2021, at 10:00 a.m., in Courtroom 5B, 411 West Fourth Street Santa Ana, CA 92701. About Talk Venture Group Talk Venture Group, Inc., sells a variety of products, including baby safety products, auto towing straps, security surveillance cameras, and bicycling apparel and shoes. Talk Venture Group filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the petition signed by Paul Se Won Kim, its president, the Debtor was estimated to have under $500,000 in assets and under $10 million in liabilities. The Hon. Theodor Albert oversees the case. The Debtor is represented by Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger. TD HOLDINGS: Siyuan Zhu Quits as Director, Audit Committee Chair ---------------------------------------------------------------- Ms. Siyuan Zhu resigned from her position as a director of TD Holdings, Inc.'s board of directors and chairwoman of the audit committee effective April 27, 2021. Ms. Zhu's resignation is not as a result of any disagreement with the company relating to its operations, policies or practices. Appointment of Heung Ming Wong Effective April 27, 2021, the Board appointed Mr. Heung Ming (Henry) Wong as a director of the Board and chairman of the Audit Committee to fill the vacancy created by the resignation of Ms. Siyuan Zhu. Mr. Henry Heung Ming Wong, aged 51, was the independent non-executive director of Shifang Holding Limited (stock code: 1831) and Raffles Interiors Limited (stock code: 1376) since 8 November 2010 and 30 March 2020 respectively. Both companies listed on the Hong Kong Main Board of the Stock Exchange. Mr. Wong has more than 27 years of experience in finance, accounting, internal controls and corporate governance in the United States, Singapore, China and Hong Kong. Prior to that, Mr. Wong was the CFO of a Nasdaq listed Company, Meten EdtechX Group Ltd (stock ticker: METX) from June 2020 to March 2021. Mr. Wong was also the CFO and senior finance executives of various company including being the CFO of the Frontier Services Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 0500) and the CFO of Beijing Oriental Yuhong Waterproof Technology Co., Ltd., the leading waterproof materials manufacturer in China and a company listed on the Shenzhen Stock Exchange (stock code: 2271). Mr. Wong began his career in an international accounting firm and moved along in audit fields by taking some senior positions both in internal and external audits including being a senior manager and a manager in PricewaterhouseCoopers, Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively. Mr. Wong graduated from City University of Hong Kong in 1993 with a bachelor's degree in Accountancy and also obtained a master’s degree in Electronic Commerce from The Open University of Hong Kong in 2003. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Wong does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. Mr. Wong also entered into a director offer letter with the Company, which sets his annual compensation at 30,000 shares of the Company's common stock and establishes other terms and conditions governing his service to the Company. About TD Holdings Headquartered in Beijing, People's Republic of China, TD Holdings, Inc., (formerly known as Bat Group, Inc.) has become a used luxurious car leasing business as well as a commodities trading business operating in China since the disposition of its direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in July 2018. The Company's current operations consist of leasing of luxurious pre-owned automobiles and operation of a non-ferrous metal commodities trading business. For the year ended Dec. 31, 2019, the Company incurred net loss from continuing operations of approximately $6.94 million, and reported cash outflows of approximately $2.17 million from operating activities. The Company said these factors caused concern as to its liquidity as of Dec. 31, 2019. TELKONET INC: Reports $3.2 Million Net Loss for 2020 ---------------------------------------------------- Telkonet, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss attributable to common stockholders of $3.15 million on $6.49 million of total net revenues for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $1.93 million on $11.98 million of total net revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $6.49 million in total assets, $5.17 million in total liabilities, and $1.32 million in total stockholders' equity. Minneapolis, Minnesota-based Wipfli LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 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 obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1094084/000168316821001114/telkonet_10k-123120.htm About Telkonet Headquartered in Waukesha, WI, Telkonet, Inc. is the creator of the EcoSmart and the Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging Internet of Things. The platforms are deployed primarily in the hospitality, educational, governmental and other commercial markets, and is specified by engineers, HVAC professionals, building owners, and building operators. The Company currently operates in a single reportable business segment. THERMASTEEL INC: Unsecureds to Recover 100% in Trustee Plan ----------------------------------------------------------- William E. Callahan, Jr., the Chapter 11 trustee for Thermasteel, Inc., submitted a Plan and a Disclosure Statement. The Debtor has continued its business as usual as a designer, manufacturer and seller of composite building panels since its bankruptcy filing. Since the appointment of the Chapter 11 Trustee, the Debtor's business has been under the supervision of the Chapter 11 Trustee. Its post-petition business has been consistent with its pre-petition operations. The Plan will treat claims as follows: * Class 3: Settled Claim of Tulip Thermasteel, LLC and affiliates. The Chapter 11 Trustee and the Tulip Thermasteel Parties have reached a settlement of the claims asserted by the Debtor against the Tulip Thermasteel Parties and the claims asserted by the Tulip Thermasteel Parties against the Debtor. The settlement provides that the Chapter 11 Trustee shall, on the Effective Date, pay or cause the Debtor to pay the sum of $2,400,000.00 to the Tulip Thermasteel Parties and release all claims by the Debtor asserted against the Tulip Thermasteel Parties in full satisfaction of all of the claims of the Tulip Thermasteel Parties against the Debtor. Class 3 is impaired. * Class 4: Settled Claim of $49 Building Systems Inc totaling $245,900. The settlement of this claim provides that the Chapter 11 Trustee shall pay or cause the Debtor to pay the sum of $60,000 to R49 Building Systems Inc. on Effective date in full satisfaction of the R49 Claim. Class 4 is impaired. * Class 5: General Unsecured Claims totaling $41,571.72. The Trustee shall pay or cause the Debtor to pay 100% of the allowed amounts of all general unsecured claim on the effective date with the investment fund or funds to be generated by the Debtor's operations. Class 5 is impaired. * Class 6: Executory Contract & Unexpired Lease Rejection Claims. Any Executory Contract and Unexpired Lease Rejection Claim shall be treated as General Unsecured Claim. Class 6 is impaired. * Class 7: General Unsecured Deferred Compensation Claims of Non-Shareholders. The Trustee shall pay this claim in the total amount of $15,889 in full within 30 days after Effective Date. Class 7 is impaired. * Class 8: General Unsecured Deferred Compensation Claim of Adi Ben-Senior. The Trustee shall pay this claim in the amount $116,799 in full within 60 days after the Effective Date. Class 8 is impaired. Henry Bass and Lisa Bass (the "New Investors") shall invest $3,000,000 in Thermasteel and waive their $117,000 administrative expense claim in the Case in exchange for the issuance of stock in the post-confirmation, reorganized Debtor in an amount required to result in the New Investors becoming the holder of 49.0% of the stock in the reorganized Debtor. These funds shall be the source of funds necessary to pay the amounts due under the Plan. In the event that the new funds are insufficient to pay all administrative expenses and all claims in full, funds currently held by the Trustee in the amount of $94,000 and funds from the operation of the Debtor's business shall be used to supplement the funds obtained by the investment by the New Investors. The Chapter 11 Trustee: William E. Callahan, Jr., Esq. GENTRY LOCKE RAKES & MOORE LLP P.O. Box 40013 Roanoke, VA 24022-0013 Telephone: (540) 983-9309 Facsimile: (540) 983-9400 Email: callahan@gentrylocke.com A copy of the Disclosure Statement is available at https://bit.ly/3uku6kU from PacerMonitor.com. About Thermasteel Inc. Thermasteel, Inc. -- http://www.thermasteelinc.com/-- is a provider of panelized composite building systems, manufacturing composite foundation, floor, wall, roof and ceiling panels for residential, commercial and industrial applications. Its pre-insulated steel framing has been used in large military housing projects in the USA, Germany and Guantanamo Bay, Cuba. Production facilities are presently located in USA (Virginia, Alaska), and Russia, with products being shipped via container to many other countries. Thermasteel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 18-71461) on Oct. 26, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. The Debtor tapped the Law Office of Richard D. Scott as its legal counsel. William E. Callahan, Jr., is the Chapter 11 trustee appointed in the Debtor's case. The Trustee tapped Gentry Locke Rakes & Moore, LLP as his legal counsel and Hicok, Brown & Company CPAs as his accountant. TIER ONE: Seeks to Hire Robert O Lampl Law as Special Counsel ------------------------------------------------------------- Tier One, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office as its special counsel. The Debtor needs the firm's legal assistance to prosecute a legal malpractice claim against Ronald D. Rojas, Esq. Robert O Lampl Law Office will be paid on a contingency basis. The firm will get 40 percent of the gross recovery of all funds or property. Robert O Lampl, Esq., disclosed in a court filing that he and other professionals at the firm do not have any connection with the Debtor other than representing the Debtor as bankruptcy counsel in its Chapter 11 case. The firm can be reached at: Robert O Lampl, Esq. Robert O Lampl Law Office 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Email: rlampl@lampllaw.com About Tier One LLC Tier One, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-20304) on Feb. 15, 2021. Frank Catroppa, manager, 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 $1 million and $10 million. Robert O Lampl Law Office is the Debtor's legal counsel. TLASJ LLC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 7 on May 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TLASJ, LLC. About TLASJ LLC TLASJ, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10248) on April 5, 2021. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of less than $10 million. Judge Christopher H. Mott oversees the case. Joyce W. Lindauer Attorney, PLLC is the Debtor's legal counsel. TOYS 'R' US: Creditors Request for Jury Trial on Executive Stay Pay ------------------------------------------------------------------- Peg Brickley of The Wall Street Journal reports that bankruptcy administrators for defunct retailer Toys 'R' Us Inc. are trying to put its former top leaders on trial before a jury over the millions of dollars in bonuses they pocketed days before the company's plunge into bankruptcy. The proposed jury trial concerns the practice of corporate executives collecting bonuses shortly before their businesses file for bankruptcy, leaving debts unpaid and employees at risk. While the Toys 'R' Us bonus payments occurred in 2017, a range of businesses paid similar bonuses during the Covid-19 pandemic as they teetered on the brink of bankruptcy. Companies including rental-car giant Hertz Global Holdings Inc., department store chain J.C. Penney Co. and oil-and-gas driller Chesapeake Energy Corp. all dispensed bonuses shortly before they filed for bankruptcy last 2020 as Covid-19 upended the U.S. economy. The stated rationale for the bonuses was retention—to persuade top executives to stick in their jobs despite their employers' troubles. By paying bonuses before bankruptcy, the companies got around legal restrictions on such "stay pay," which kick in once a business files for chapter 11. Creditors largely grumbled in private, but few took action in bankruptcy court to try to get the money back. Now, however, the practice is being hotly disputed in the aftermath of the 2017 bankruptcy of Toys 'R' Us—one of the few times the legality of retention bonuses has been seriously tested in bankruptcy court. Although the company's once-mighty fleet of toy stores is long gone, a bankruptcy trust set up to scrounge up money for unpaid suppliers is still around, as a vehicle for litigation. The goal of the litigation trust: recover money for suppliers that shipped goods to Toys 'R' Us after it filed for bankruptcy and are still owed roughly $800 million. Litigation targets include former Toys 'R' Us executives led by former Chief Executive David Brandon. The trust is asking the U.S. Bankruptcy Court in Richmond to examine the prebankruptcy bonuses they collected, along with other alleged wrongdoing. Mr. Brandon received $2.8 million as part of a program that handed top executives 75% of their annual salary three days before bankruptcy, according to the trust's court papers. The executives have denied wrongdoing in their own court filings and said the trust isn't entitled to put its claims before a jury. Jury trials are rarities in corporate bankruptcy disputes, which are usually decided by judges alone. A jury trial would allow members of the public to weigh the executives' bonuses against the 31,000 people who lost their jobs and didn't get the severance pay they expected because Toys 'R' Us failed to reorganize. Last 2020, the proliferation of retention pay among distressed companies generated enough blowback for the Government Accountability Office, the investigative arm of Congress, to begin gathering data as part of a funding recommendation for the Justice Department. The GAO report is due in October. Rep. W. Gregory Steube (R., Fla.) introduced legislation in January 2021 to ban executive bonuses for a year before and a year after a bankruptcy filing. But aside from some isolated cases, creditors of bankrupt businesses have shown little appetite to demand that executives return some or all of the retention pay they received. Only a handful of creditor groups have raised formal objections to bonuses paid out after Covid-19 hit by companies that later went bankrupt, a review by The Wall Street Journal found. They include West Texas fracker Sable Permian Resources LLC and natural gas producer Gulfport Energy Corp., both of which improved the treatment of their creditors after objections were filed around retention bonuses they paid. Corporate leaders' eagerness to collect stay pay from their own troubled companies is an embarrassment to many bankruptcy professionals, generating "widespread frustration over how this practice has emerged and been tolerated," said Jared Ellias, professor at University of California Hastings College of the Law. "It's usually a bad negotiating tactic to go after the wallet of the person that you need stuff from," he said. About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us became a privately owned entity but still filed with the U.S. Securities and Exchange Commission as required by its debt agreements. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial advisor; and Moelis & Company LLC as investment banker. Grant Thornton is the monitor appointed in the CCAA case. TRANSOCEAN LTD: Reports $99 Million Net Loss for First Quarter -------------------------------------------------------------- Transocean Ltd. reported a net loss attributable to controlling interest of $99 million, $0.16 per diluted share, for the three months ended March 31, 2021. First quarter 2021 results included net favorable items of $18 million, or $0.03 per diluted share, as follows: * $51 million, $0.08 per diluted share, gain on retirement of debt; and * $27 million, $0.05 per diluted share, discrete tax items. These favorable items were partially offset by: * $60 million, $0.10 per diluted share, loss on disposal of assets. After consideration of these net favorable items, first quarter 2021 adjusted net loss was $117 million, $0.19 per diluted share. Contract drilling revenues for the three months ended March 31, 2021 decreased sequentially by $37 million to $653 million, primarily due to the sale in the first quarter of one harsh environment rig previously operating in the fourth quarter 2020, two fewer calendar days in the first quarter, and reduced activities for ultra-deepwater units, which were either stacked or idle, in Asia and North America. These decreases were partially offset by a lower loss of revenue associated with shipyard during the quarter. A non-cash revenue reduction of $56 million was recognized in the first quarter as a result of contract intangible amortization associated with the Songa and Ocean Rig acquisitions. This compares with $57 million in the prior quarter. Operating and maintenance expense was $435 million, compared with $465 million in the prior quarter. The sequential decrease was primarily the result of decreased activity, lower in-service maintenance cost, reduced shipyard activities, and lower allowance for excess materials and supplies. General and administrative expense was $39 million, down from $50 million in the fourth quarter of 2020. The decrease was primarily due to legal, professional and advisory fees incurred in the fourth quarter that were not repeated in the first quarter and, to a lesser extent, reduced personnel costs. Interest expense, net of amounts capitalized, was $115 million, compared with $117 million, in the prior quarter. Interest income was $3 million, compared with $2 million in the previous quarter. The Effective Tax Rate(2) was 17.8%, up from (147.9)% in the prior quarter. The increase was primarily due to various discrete items. The Effective Tax Rate excluding discrete items was (5.7)% compared to (39.9)% in previous quarter. Cash flows provided by operating activities were $96 million, compared to $278 million in the prior quarter. This was primarily a result of reduced cash received from customers directly resulting from the reduced activity, combined with increased cash used due to the timing of interest payments and payroll-related payments. First quarter 2021 capital expenditures of $59 million were primarily related to our newbuild drillships under construction. This compares with $47 million in the previous quarter. "During the quarter, our dedicated team of professionals continued to deliver safe, reliable and efficient operations for our customers, producing 35% Adjusted EBITDA Margin, and some of the strongest operating statistics in company history," said Jeremy Thigpen, president and chief executive officer. "It is this consistently strong performance that differentiates us in the eyes of our customers and enables us to efficiently convert our industry leading $7.4 billion backlog into cash." Thigpen added: "We are encouraged by the increasing number of customer inquiries for both harsh-environment and ultra-deepwater projects. And, as the global economy begins to emerge from the pandemic, we are optimistic that oil prices will remain constructive, driving an increase in contracting activity as we move through the year." A full-text copy of the press release is available at: https://www.sec.gov/Archives/edgar/data/1451505/000145150521000040/rig-20210503ex99158c995.htm About Transocean Transocean is an international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. The company's mobile offshore drilling fleet is considered one of the most versatile fleets in the world. Transocean reported a net loss of $568 million for the year ended Dec. 31, 2020, compared to a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $21.80 billion in total assets, $1.38 billion in total current liabilities, $8.98 billion in total long-term liabilities, and $11.43 billion in total equity. * * * As reported by the TCR on Dec. 1, 2020, S&P Global Ratings raised its issuer credit on Switzerland-based offshore drilling contractor Transocean Ltd. to 'CCC-' from 'SD' (selective default). The upgrade follows the company's repurchase of at least $347.6 million of the principal amount on various of its secured and unsecured debt issues (with maturities ranging from 2020 to 2025) for about $213 million in cash. TRAVEL+LEISURE CO: Fitch Affirms 'BB-' LT Rating, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the long-term rating for Travel + Leisure, Co. (TNL) at 'BB-', reflecting the firm's strong competitive position as the largest timeshare industry operator in the world, as well as the diversification benefits of its less capital-intensive exchange business. The discretionary nature of timeshare sales and TNL's high financial leverage are factors that balance the ratings. The latter is partially offset by strong profitability and cash flows from TNL's timeshare financing activities. The Rating Outlook is Negative, which reflects uncertainty around the trajectory of the recovery in travel and leisure sectors. TNL's ability to reduce leverage in the near to intermediate term and the recovery of vacation ownership interest (VOI) sales will be key considerations in stabilizing the ratings. KEY RATING DRIVERS Acquisition Expands Offerings and Brand: Fitch views the acquisition of Travel + Leisure as a positive, which should allow the company to expand B2B and B2C offerings and increase the addressable market outside of the traditional timeshare business. The domestic timeshare market is mature, with above-average economic cyclical sensitivity owing to the consumer discretionary nature of the product. Entry barriers are limited, and there are a variety of competitive alternatives, including rapid growth and adoption of alternative lodging accommodation companies, such as Airbnb, Inc. As the company grows its timeshare business within the legacy Travel + Leisure magazine readers and 60,000-member vacation club subscription base, there will be opportunities to sell a broader range of offerings to a larger market, including new subscription travel-club offerings. A Focus on Reducing Leverage: Fitch expects Travel + Leisure's leverage (total adjusted debt/operating EBITDAR) to fall back to sensitivities appropriate for the rating within the forecast horizon as timeshare sales recover. Fitch's leverage calculation excludes Travel + Leisure 's net interest margin from timeshare financing and the related nonrecourse debt but includes an adjustment to ensure proper capitalization of the company's captive finance operations. Travel + Leisure has a leverage target of 2.25x to 3.0x, based on a net leverage calculation that includes net financing income and excludes the nonrecourse, securitized timeshare receivables obligations held on the company's balance sheet. The company calculated leverage at 5.4x as of March 31, 2021, and Fitch expects the company to focus on leverage reduction, through limited debt repayment and a rebound in EBITDA as the sector recovers. Cash Flows to Rebound More Quickly: Fitch expects revenues for the timeshare sector to rebound more quickly versus other travel/leisure alternatives. Although Travel + Leisure generates the majority of its timeshare cash flows from VOI sales, a substantial portion comes from recurring sources, including consumer financing, which has held up during the pandemic, along with service and membership fees, and its fee-based timeshare exchange business. In addition, TNL has been transitioning to more capital-efficient forms of inventory sourcing, such as the "just-in-time" model, which allows Travel + Leisure to acquire completed inventory developed by a third party close to the time of the sale to the timeshare customer. Fitch expects the company will continue to seek timeshare inventory sourcing opportunities under its capital light business model, in addition to modest timeshare inventory spending. Strong Position in Competitive Industry: TNL is the largest timeshare operator based on owner families, which provides some economies of scale and facilitates third-party marketing relationships. Travel + Leisure also operates one of the two largest timeshare exchange networks through its RCI subsidiary. Fitch expects the company to generate returns on invested capital at or above its peer average through the cycle. Speculative-Grade Financial Flexibility: Travel + Leisure 's financial flexibility is generally consistent with speculative-grade ratings. The company has financial policies in place, but Fitch expects the company to show some flexibility around implementation that could lead it to temporarily exceed downward rating sensitivities. Travel + Leisure has adequate liquidity but has some intermediate-term debt maturities, as well as reliance on the timeshare ABS market to fund its timeshare customer lending beyond its $800 million warehouse facility. A significant downturn accompanied by tightened credit markets could pressure Travel + Leisure 's ratings by limiting the company's access to stable capital sources and require it to provide support to its finance subsidiary. Travel + Leisure has adequate flexibility to redirect discretionary capex (i.e. share repurchases) to pay down debt and reduce leverage. Cyclicality of Timeshare Industry: The domestic timeshare market is mature, with above-average economic cyclical sensitivity owing to the consumer discretionary nature of the product. Entry barriers are limited, and there are a variety of competitive alternatives, including rapid growth and adoption of alternative lodging accommodation companies, such as Airbnb, Inc. The timeshare industry is highly discretionary and VOI sales are very sensitive to economic conditions. This sensitivity was evidenced in the latest recession; over 2008 -2009, U.S. VOI sales fell over 40% from the industry's $10.6 billion peak in 2007 to $6.3 billion in 2009. Since 2009, industry sales have grown each year (6% CAGR), to over $10 billion by 2019. DERIVATION SUMMARY Travel + Leisure's ratings reflect the company's strong position in the timeshare industry, as well as the diversification benefits of its less capital-intensive exchange business. The discretionary nature of timeshare sales and the company's high financial leverage balance the ratings. Travel + Leisure is the largest timeshare operator with close to 900,000 owners in its system. Hilton Grand Vacation is the company's closest peer following the announcement of the Diamond Resorts acquisition given the combined size (roughly 720,000 owner families), followed by Marriott Vacations at 660,000 and Bluegreen Vacations with 219,000. Travel + Leisure 's revenues are more diversified than Hilton Grand Vacations' due to the inclusion of its timeshare exchange network, RCI. However, peer Marriott Vacations gained access to Interval's network through its acquisition of ILG. Marriott Vacations also has better brand diversification via its relationship with Marriott International and ILG's exclusive licenses to use the Starwood and Hyatt timeshare brands. KEY ASSUMPTIONS -- Revenues rebound to around 70% of 2019 levels in 2021, compared with about 50% in 2020, and improve to 90% in 2022 and 100% in 2023. -- EBITDA margins recover to around 20% by 2023. -- Share repurchases restart at $100 million in 2023 and $200 million in 2024. -- No acquisitions or dispositions occur during the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total adjusted debt/operating EBITDAR sustaining below 4.0x. -- Greater cash flow diversification by brand and/or business line. -- Faster than expected rebound from the coronavirus pandemic, in which global economies quickly return to pre-2020 levels with minimal disruption. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Adjusted debt to operating EBITDAR and FCF/debt above 5.0x and/or lower than 5.5%, respectively. -- Deterioration in the company's liquidity position, possibly due to greater off-balance sheet timeshare inventory purchase commitments, leading to EBITDAR/(gross interest + rents) sustaining below 2.0x. -- Material decline in profitability, leading to EBITDAR margins sustaining around 15%. -- Consistently negative free cash flow. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: As of March 31, 2021, Travel + Leisure had $322 million in cash and full availability under its $1 billion revolving credit facility. The company has a well-laddered maturity schedule with some intermediate-term maturities including $650 million and $400 million of senior secured notes scheduled to mature in 2022 and 2023, respectively. Additionally, the firm is reliant on the ABS market to help fund its timeshare customer lending activities beyond its $800 million warehouse facility. A significant economic downturn resulting in tightened credit markets could pressure Travel + Leisure 's securitization market access and potentially require the company to provide support to its finance subsidiary. This risk is mitigated by the company's annual extension of its two-year $800 million receivable securitization warehouse facility. Travel + Leisure 's financial flexibility is generally consistent with high speculative-grade ratings. The company has financial policies in place, but Fitch expects the company to show some flexibility around implementation that could lead it to temporarily exceed downward rating sensitivities. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. TRAVERSE MIDSTREAM: Moody's Affirms B3 CFR on Stable Cash Flow -------------------------------------------------------------- Moody's Investors Service affirmed Traverse Midstream Partners LLC's B3 Corporate Family Rating, its B3 secured Term Loan B rating and its B3-PD Probability of Default Rating. The outlook remains negative. The affirmation reflects the incorporation of the newly published Minority Holding Companies Methodology as a secondary methodology into the analysis of Traverse Midstream. The methodology describes the general principles for assessing entities such as Traverse Midstream whose activities are limited to owning non-controlling interests in non-financial corporate entities. Considerations discussed in the methodology include subordination risk between the non-controlling owner and the underlying operating company, the stability of the operating company's distributions and coverage, and the extent of the non-controlling owner's influence on the governance of the operating company. Affirmations: Issuer: Traverse Midstream Partners LLC Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Term Loan, Affirmed B3 (LGD4) Outlook Actions: Issuer: Traverse Midstream Partners LLC Outlook, Remains Negative RATINGS RATIONALE Traverse Midstream's B3 CFR is supported by the stable cash flow generated by its 35% non-operating ownership interest in Rover Pipeline LLC (Rover), which it owns through wholly owned Traverse Rover LLC and Traverse Rover II LLC, and secondarily by its 25% non-operating interest in the Ohio River System LLC (ORS) natural gas trunk pipeline. Rover's contribution to Traverse Midstream's consolidated EBITDA, however, far outdistances that of ORS, and is the principal source of cash flow influencing its ratings. Fully in-service since September 2018, the 713-mile Rover pipeline connects natural gas production from the Marcellus and Utica Shale with Midwest, Gulf Coast and Canadian markets. Sixty-four mile ORS, which entered service in October 2015, has three contracted shippers with over 2 Bcfd of committed volumes also priced on a fixed fee basis initially on 15-year terms. Of ORS's 3.5 Bcfd of capacity, 1.25 Bcfd interconnects with Rover. Both Rover and ORS were developed by, and are operated by Energy Transfer LP (ET, Baa3 negative; f/k/a Energy Transfer Operating, L.P.). Current contracted firm transportation volumes on Rover account for approximately 90% of Rover's 3.425 billion cubic feet per day (Bcfd) authorized capacity, and are buttressed by long-dated, take-or-pay shipper contracts with initial terms of 15-20 years. However, the weighted average rating of Rover's contracted shippers is B1, a weakness implicit in Traverse Midstream's rating. Moreover, two of Rover's originally contracted shippers have entered bankruptcy proceedings, representing the potential loss of approximately 8% of initially contracted volumes. Notwithstanding the strategic value of Rover, Traverse Midstream carries a very heavy debt load, with debt/EBITDA approximating 9x, and Funds from Operations (FFO)/debt close to 5%. Its Term Loan B was increased to $1.435 billion following a $150 million add-on in 2018 which was required to fund Traverse Midstream's share of Rover's increased construction costs, to which its exposure is uncapped. Leverage is likely to gradually improve, the function of a cash flow sweep of 100% of available cash to the extent leverage exceeds 4.5x. While Rover continues to transport volumes close to 100% of its rated capacity, lower-priced short-term rates filling in available incremental capacity have pressured EBITDA, slowing planned debt reduction. Under the joint venture agreement governing Rover, it is required to distribute all free cash flow to its partners. Rover and ORS themselves are unlevered. As a foundational partner in Rover and ORS, Traverse Midstream benefits from strong governance rights. It has blocking rights that prohibit key changes at the Rover level including debt incurrence, asset sales, changes in project scope and any modification of distribution policies. Traverse Midstream's liquidity needs should be limited, although its liquidity position is regarded as weak. It maintains a super priority secured $50 million revolving credit facility established for additional short-term liquidity, which is fully utilized. Consequently, Traverse Midstream is almost entirely dependent on cash distributions from Rover, and to a lesser extent ORS, for any liquidity needs that should arise. Any remaining capital calls to fund Rover, which are now considered remote, can be managed under a Deferred Capital Call Agreement with ET, which will expire in December 2022. Excess liquidity is swept into mandatory Term Loan B debt prepayments. Both the Term Loan B and the secured revolver share a 1.4x minimum debt service coverage ratio covenant, which Moody's sees being met by a narrow margin. The Term Loan B is rated B3, equivalent to the B3 CFR, reflecting its singular position in Traverse Midstream's capital structure. The outlook is negative, reflecting excessive leverage while acknowledging the fully contracted take-or-pay cash flows generated by the pipeline's operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prospects for a ratings upgrade over the near-term are limited by Traverse Midstream's very high leverage. Debt/EBITDA clearly trending towards 6x or FFO/debt approaching 10% could eventually support a rating upgrade. Ratings could be downgraded if Traverse Midstream fails to improve its leverage metrics, or if the credit quality of Rover's contracted shippers deteriorates. Traverse Midstream Partners LLC was formed in 2014 by The Energy and Minerals Group (EMG) to focus on building a portfolio of non-operated midstream assets. Founded in 2006, EMG is a private equity firm based in Houston, Texas which invests in companies operating in the natural resources, energy, infrastructure, mining and minerals sectors. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. US CONCRETE: Moody's Upgrades CFR to B1 on Strong Market Position ----------------------------------------------------------------- Moody's Investors Service upgraded U.S. Concrete, Inc.'s Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Moody's also upgraded the rating on U.S. Concrete's senior unsecured notes to B2 from B3. The outlook remains stable. Finally, Moody's maintained the company's Speculative Grade Liquidity Rating at SGL-2. The upgrades reflects Moody's expectation for continued improvement in U.S. Concrete's credit profile, higher predictability in free cash flow and strong operating fundamentals. At year-end (December 31) 2021, Moody's projects total debt-to-EBITDA will be 3.7x. "U.S. Concrete has successfully integrated acquisitions, remained focused on execution and reduced leverage while re-investing back in the business and balancing the interests of the company's creditors with the interest of its shareholders." said Emile El Nems, a Moody's VP-Senior Analyst. Upgrades: Issuer: U.S. Concrete, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: U.S. Concrete, Inc. Outlook, Remains Stable RATINGS RATIONALE U.S. Concrete's B1 Corporate Family Rating reflects the company's strong market position as a leading regional producer of construction materials in the Northeast, Texas and Northern California, its vertically integrated asset base and attractive geographic footprint. In addition, Moody's credit rating is supported by the company's improved credit metrics, increased profitability and good liquidity. At the same time, the rating reflects the company's vulnerability to cyclical end markets, the competitive nature of the company's ready-mix concrete business and significant revenue exposure to urban centers like New York City, San Francisco and San Jose which have been disproportionately impacted by the outbreak of the coronavirus. The stable outlook reflects Moody's expectation that U.S. Concrete will steadily grow revenue organically, maintain good operating performance, generate solid free cash flow, and remain committed to reducing debt leverage. This is largely driven by Moody's view that the US economy will improve sequentially and remain supportive of the company's underlying growth drivers. US Concrete's SGL-2 Speculative-Grade Liquidity Rating reflects Moody's expectation of good liquidity over the next 12-18 months. At December 31, 2020, the company's liquidity was supported by (i) $11 million of cash, (ii) $230 million of availability under its $300 million asset based lending revolver (ABL), and (iii) $179 million of availability under a delayed draw term loan which permits borrowings until December 15, 2021. If borrowings take place, the outstanding amount will mature in May 2025 (subject to a springing maturity on March 1, 2024 to the extent any of the company's 6.375% senior unsecured notes due 2024 remain outstanding on such date). The ABL facility is governed by a springing fixed charge coverage ratio of 1.0x, which comes into effect if availability under the ABL is less than the greater of (i) $25 million or (ii) the lesser of 10% of a) the borrowing base or b) the total revolver availability. Moody's does not expect the company to trigger the springing financial covenant over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: -- Debt-to-EBITDA is below 4.0x for a sustained period of time -- EBIT-to-interest expense approaches 3.0x -- Retained cash flow to net debt is above 15% The company improves its liquidity and free cash flow The ratings could be downgraded if: Debt-to-EBITDA is above 5.0x for a sustained period of time EBIT-to-interest expense is below 2.0x for a sustained period of time Retained cash flow to net debt is below 10% The company's liquidity deteriorates The principal methodology used in these ratings was Building Materials published in May 2019. Headquartered in Euless, Texas, US Concrete is a publicly traded company on the NASDAQ with the ticker symbol [USCR]. The company operates within two primary segments: ready-mixed concrete and aggregate products. The company is one of the leading producers of ready-mixed concrete in north and west Texas, northern California, New Jersey, New York, Washington DC, and the US Virgin Islands. The company has 194 ready-mixed concrete operating facilities and 20 aggregates producing facilities. In 2020, USCR produced 12.6 million tons of aggregates and 8.2 million cubic yards in ready mix concrete. VANDEVCO LIMITED: Cerner Middle East Says Disclosures Inaccurate ---------------------------------------------------------------- Creditor Cerner Middle East Limited objects to the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization filed by Debtors Vandevco Limited and Orland Ltd. dated March 31, 2021. The Debtors' Disclosure Statement cannot be approved because it fails to provide adequate information relating to substantially all the outstanding issues in these chapter 11 cases and the related adversary proceedings, including numerous misstatements concerning the Debtors' insider debts and the ultimate outcome of this case regardless if Cerner's claim is disallowed. The most notable misstatement in the Disclosure Statement is that "Plan A" – a contingent outcome where Cerner's alter ego claim is disallowed – will result in the Debtors having a solvent estate. Disclosure Statement at pp. 21, 28-29. This is flatly incorrect. The Disclosure Statement contains numerous inaccuracies concerning the actual claims against Debtors, eliminating any hopes that the Debtors hold a solvent estate, that "Plan A" is feasible and that Debtors have provided adequate information: * The Disclosure Statement provides that Class 4 under the Plan includes an insider claim of Willamette in the amount of $10,904,617.10. This statement is false, as the true holder of the debt is Belbadi, and the actual amount of the debt is approximately $40 million, based on the admissions of Elhindi and the common practice of Belbadi and its U.S. based subsidiaries over 20 years. * The Disclosure Statement does not provide adequate information concerning the large intercompany debt owed by Vandevco to Belbadi, and fails to account for how Cerner's rights in Belbadi's assets may affect the Debtors' reorganization plans. * The Disclosure Statement states various insider claims as uncontested, even though they are of questionable validity and are the subject of dispute by way of Cerner's Motion to Amend Schedules and Appoint an Examiner. * The Debtors' plan and disclosure statement are premature, as there is no way that the Debtors can provide adequate information concerning the facts underpinning their chapter 11 plan. All the Debtors can and do provide is their litigation positions, which Cerner is confident will be discredited in the upcoming trial and the report of any court-appointed examiner. A full-text copy of Cerner's objection dated May 4, 2021, is available at https://bit.ly/2QXSnP9 from PacerMonitor.com at no charge. Attorneys for Creditor Cerner Middle: HOLLAND & KNIGHT LLP Garrett S. Garfield, WSBA No. 48375 E-mail:garrett.garfield@hklaw.com Trisha Thompson, WSBA No. 57443 E-mail: trisha.thompson@hklaw.com 601 SW Second Avenue, Suite 1800 Portland, OR 97204 Telephone: 503.243.2300 Fax: 503.241.8014 Warren E. Gluck, Pro Hac Vice E-mail: warren.gluck@hklaw.com 31 W. 52nd Street New York, NY 10019 Telephone: 212.513.3200 Richard A. Bixter, Pro Hac Vice E-mail: richard.bixter@hklaw.com 150 N. Riverside Plaza, Suite 2700 Chicago, IL 60606 Telephone: 312.422.9032 About Vandevco Ltd. and Orland Ltd. Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on Dec. 6, 2020. At the time of the filing, Vandevco disclosed $31,601,920 in assets and $74,827,369 in liabilities. Orland disclosed total assets of $5,171,583 and total liabilities of $62,193,017. Judge Mary Jo Heston oversees the cases. Joseph A. Field, Esq., at Field Jerger, LLP, is the Debtors' counsel. VISTAGEN THERAPEUTICS: Appoints New Chief Commercial Officer ------------------------------------------------------------ VistaGen Therapeutics, Inc. has appointed Ann Cunningham as its chief commercial officer. Ms. Cunningham has a proven pharmaceutical commercial track record of more than 25 years delivering sales, marketing, and global life cycle product management expertise in roles across several healthcare markets, including neuropsychiatry and other CNS markets that VistaGen is pursuing. She has been serving on VistaGen's Board of Directors since January 2019 and will remain a member of the Board. "Since joining our Board, Ann's commercial insight, expertise and leadership experience has been tremendously helpful in support of our pre-commercial planning for PH94B, with special emphasis on a broad range of anxiety markets in the U.S. With the near term launch of our Phase 3 clinical development program for PH94B, our investigational product focused on the acute treatment of anxiety in adults with social anxiety disorder, Ann's appointment as our Chief Commercial Officer adds considerable strength to the world-class team we have assembled across all key functional areas necessary to advance our company through the next phases of our growth," said Shawn Singh, chief executive officer of VistaGen. "Ann's many notable accomplishments throughout her distinguished career in the pharmaceutical industry include leading campaigns for prominent neuropsychiatric drug treatments in multiple markets where we believe our investigational products, including PH94B, have therapeutic and commercial potential. As we look to transition from clinical development into a commercial growth mode and steadfastly pursue our mission to create life-changing medicines to improve mental health and well-being, Ann's leadership will make a difference." "Serving on the VistaGen Board has allowed me to gain important insight into the ongoing development of VistaGen's potentially life-changing CNS product candidates. I am thrilled to expand my role, join the team full time, and lead the company's commercial efforts. The company's innovative fast-acting, new generation CNS drug candidates have exciting potential in large markets where millions of individuals need novel products that are safe and effective alternatives to current treatments," said Cunningham. "As VistaGen progresses its late-stage product candidates, I am excited to ensure that the company will be well prepared and strategically positioned to build brand awareness for our lead product candidate, PH94B, and to accelerate its adoption, as well as that of our other pipeline products, once approved, across these large target markets." Most recently, Ms. Cunningham served as managing partner of i3 Strategy Partners, where she guided pharmaceutical and biotechnology executives in planning and executing successful portfolio strategies and brand launches by evaluating key business questions and unique strategies to unlock the full potential of each organization served. Her experience in the pharmaceutical industry includes multiple instrumental roles, including Vice President, Neurodegenerative Disease and Psychiatry at Teva Pharmaceutical Industries; Senior Director, Global Brand Lead, Rexulti, at Otsuka America Pharmaceutical; and Senior Director, Global Brand Lead and Sales Director in multiple therapeutic areas, including Psychiatry, at Eli Lilly and Company. Ms. Cunningham holds a B.A. in Psychology from Yale University and an M.B.A. from the University of Michigan, Stephen M. Ross School of Business. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a clinical-stage biopharmaceutical company developing new generation medicines for CNS diseases and disorders where current treatments are inadequate, resulting in high unmet need. VistaGen's pipeline is focused on clinical-stage CNS drug candidates with a differentiated mechanism of action, an exceptional safety profile in all clinical studies to date, and therapeutic potential in multiple large and growing CNS markets. VistaGen reported a net loss attributable to common stockholders of $22.04 million for the fiscal year ended March 31, 2020, compared to a net loss attributable to common stockholders of $25.73 million for the fiscal year ended March 31, 2019. As of Dec. 31, 2020, the Company had $109.27 million in total assets, $15.46 million in total liabilities, and $93.81 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has not yet generated sustainable revenues, has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. VISTRA CORP: Fitch Affirms 'BB+' LT IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default Rating of Vistra Corp. and its indirect subsidiary, Vistra Operations Company, LLC (Vistra Operations). Fitch has also affirmed the senior secured debt at 'BBB-'/'RR1' and senior unsecured debt at 'BB+/RR4'. The ratings have been removed from Rating Watch Negative and a Stable Outlook was assigned to Long-term ratings. In addition, Fitch has assigned a 'BB+/RR4' rating to the proposed eight-year $1.25 billion senior unsecured notes issuance. The 'RR1' Recovery Rating denotes superior recovery, and 'RR4' denotes average recovery in the event of default. The Stable Outlook reflects greater clarity around the financial impact on Vistra of winter storm Uri and the steps management is taking to mitigate risks from future weather events. Fitch expects Vistra's gross debt to EBITDA to increase to approximately 6.5x in 2021 before declining to low 3.0x in 2022. The future ratings trajectory will be dependent upon management's capital allocation goals in 2022 and beyond as well as any changes that may be implemented in Texas to address market design and improve resilience of the power and natural gas infrastructure. KEY RATING DRIVERS Greater Clarity on Financial Exposure: Based on updated retail settlement data received from ERCOT, there is now greater clarity on the financial impact on Vistra from winter storm Uri. Management updated the gross financial impact to $2,075 million versus its prior estimate of $900 million to $1,300 million. Management has also identified certain self-help measures totalling $450 million to $500 million, which will lower the net financial impact to a range of $1,575 million to $1,625 million. These self-help measures include monetization of certain commercial positions, optimization of O&M, IT and selling, general and administrative savings, among others. Management reissued 2021 guidance for adjusted EBITDA to range between $1,475 million to $1,875 million and adjusted FCF before growth of $200 million to $600 million. This compares with prior 2021 adjusted EBITDA guidance of $3,075 million to $3,475 million and adjusted FCF before growth of $1,765 million to $2,165 million. Leverage Increases Before Normalizing: The financial hit from the winter storm has temporarily halted the significant deleveraging progress that the company made in 2020. Total debt in the first quarter of 2021 has increased by approximately $2.1 billion, which consists of a new 364-day term loan of $1.25 billion, an additional $425 million issued under the Accounts Receivables facility and $515 million of PJM forward capacity agreement. Proceeds from the proposed $1.25 billion senior unsecured notes issuance will be used to repay the $1.25 billion term loan. Management intends to pay down $1.25 billion of debt in the second half of 2021. Overall the company will end up with approximately $900 million of incremental gross debt compared with 2020 year-end based on Fitch's estimates. Fitch expects Vistra's gross debt to EBITDA to increase to approximately 6.5x in 2021, reflecting the one-time hit to EBITDA and issuance of incremental debt to plug the cash shortfall, before declining to low 3.0x in 2022. Fitch believes Vistra should be able to generate $3 billion plus EBITDA and $2 billion of annual FCF (before growth capex and return of capital to shareholders) in 2022 and beyond. Upward Ratings Movement Delayed: The future ratings trajectory for Vistra will be dependent upon management's capital allocation goals in 2022 and beyond. After suspending its share purchase program for the balance of 2021, Fitch expects management to revert to a more balanced capital allocation in 2022, which would result in leverage returning to below 3.0x only in 2023. Fitch will also assess Vistra's business risk profile in the context of any changes to market design that the Electric Reliability Council of Texas (ERCOT) may implement. Fitch is also closely monitoring pending legislative actions in the Texas legislature that seek to harden power and natural gas infrastructure, improve natural gas deliverability during extreme weather conditions, and incentivize dispatchable generation. These measures are critical to fix the flaws the storm exposed in ERCOT's market structure. Measures to Mitigate Future Risks: Fitch views favourably the steps management is taking to address gas deliverability and fuel handling issues, which were the key drivers of the financial loss Vistra experienced. These include additional weatherization of the generation fleet including for coal fuel handling, plans to install dual fuel capabilities at the gas steam units, expanding fuel oil inventory at existing dual fuel combustion turbine sites, contracting for additional natural gas storage, and maintaining greater generation length during peak periods. These measures alleviate Fitch's concerns around gas fuel supply availability during extreme weather events. Ongoing Legislative Activity: Pending bills in the Texas legislature could provide additional risk mitigation for power generators dependent upon a reliable natural gas supply. These include bills that seek winterization of gas infrastructure and their registration as critical with the transmission and distribution utilities so as to prevent loss of power during load shedding. Any market reforms that incentivize dispatchable generation will be positive for Vistra. On the other hand, any move towards state solutions for back-up generation could distort market pricing and would be detrimental to incumbent generators. Strong 2020 Results: Vistra delivered strong financial performance in 2020 despite the pandemic. The 2020 adjusted EBITDA at $3.8 billion beat management's raised guidance range of $3,485 million to $3,685 million. The company generated $2.6 billion of FCF before growth capex and return of capital to shareholders. The progress on deleveraging was especially noteworthy as the company paid down more than $1.5 billion of debt in 2020 and achieved its net debt to EBITDA target of 2.5x. ESG Considerations: Vistra has an ESG Relevance Score of '5', for Exposure to Environmental Impacts due to the effects of recent severe winter weather, which has had a negative impact on Vistra's credit profile. The storm has exposed deficiencies in ERCOT's market design and ability to keep the grid functioning well in the face of an extreme weather event, which increases the risk of owning power generation and retail electricity businesses in the state. The financial hit to Vistra as a consequence of the weather event will result in a jump in near-term leverage. DERIVATION SUMMARY Vistra is well-positioned relative to Calpine Corporation (B+/Stable) and Exelon Generation Company, LLC (ExGen; BBB/Rating Watch Negative) in terms of size, scale and geographic and fuel diversity. Vistra is the largest independent power producer in the country, with approximately 38.5GW of generation capacity compared with Calpine's 26GW and ExGen's 33GW. Vistra's generation capacity is well-diversified by fuel, compared with Calpine's natural gas-heavy and ExGen's nuclear-heavy portfolio. Vistra's portfolio is less diversified geographically, with 70% of its consolidated EBITDA coming from operations in Texas, which is similar to the Midwest-dominant portfolio of ExGen. Calpine's fleet is more geographically diversified. Both Vistra and ExGen benefit from their ownership of large retail electricity businesses, which are typically countercyclical to wholesale generation given the length and stickiness of customer contracts. Vistra has a dominant position in the mass retail market in Texas, which has generated stable EBITDA over 2012-2019 despite power price volatility. A key benefit of acquiring Dynegy has been the significant increase in share of natural gas-fired generation, which lowered Vistra's EBITDA sensitivity to changes in natural gas prices and heat rates. Fitch estimates that Vistra's EBITDA is less sensitive to changes in natural gas prices than ExGen or Calpine. Fitch projects Vistra's gross debt/EBITDA to increase to approximately 6.5x in 2021 due to the February storm impact, but then decline to low 3.0x by 2022, which compares favorably with Calpine's projected mid- to high-4.0x leverage by 2022. ExGen's expected leverage is higher than recent historic periods reflecting the EBITDA impacts of lower power prices and power plant closures. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Hedged generation in 2021 and 2022 per management's guidance; -- Power price assumption based on Fitch's base deck for natural gas prices of $2.45/million British thermal units (MMBtu) in 2021 and beyond, and current market heat rates; -- Retail load of approximately 90TWH-100TWH annually; -- Capacity revenues per past auction results, and no material upside in future auctions; -- Maintenance capex of approximately $550 million annually; -- EBITDA hit from Storm Uri of $1.625 billion; and -- Debt paydown of $1.25 billion in second half of 2021. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross debt/EBITDA below 3.0x on a sustained basis; -- Track record of stable EBITDA generation; -- Measured approach to growth; -- Balanced allocation of FCF that maintains balance sheet flexibility while maintaining leverage within the stated goal; -- Changes in market design that mitigate exposure to tail events and ensures reliability of natural gas supply. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Weaker power demand and/or higher than expected supply depressing wholesale power prices and capacity auction outcomes in its core regions; -- Unfavorable changes in regulatory constructs and market; -- Rapid technological advancements and cost improvements in battery and renewable technologies that accelerate the shift in generation mix away from fossil fuels; -- An aggressive growth strategy that diverts a significant proportion of FCF toward merchant generation assets and/or overpriced retail acquisitions; -- Gross debt/EBITDA above 3.5x on a sustained basis. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch views Vistra's liquidity as adequate. As of March 31, 2021, the company had $511 million in cash and $2.0 billion available under its $2.73 million revolving credit facility due June 2023. The company also has a bilateral facility of $250 million that expires December 2021 of which $250 million of LCs were drawn as of March 31, 2021. ESG CONSIDERATIONS Vistra has an ESG Relevance Score of '5' for Exposure to Environmental Impacts due to increased vulnerability to extreme weather events, which has had a negative impact on the credit profile, and is highly relevant to the rating, resulting in a change to the Rating Outlook to Stable from Positive Outlook prior to the February winter event. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. W.F. GRACE: Plan Hearings Continued to June 23 ---------------------------------------------- Upon the Assented Ex Parte Motion to Continue the May 5, 2021 Hearing on Confirmation of Chapter 11 Small business Subchapter V Plan and Motion for Order Approving Rejection of Executory Contract Pertaining to A.W. Rose/Clark Brook Village filed by W.F. Grace Construction, LLC, Judge Bruce A. Harwood has entered an order that the hearings scheduled for May 5, 2021, at 2:00 p.m. are continued to June 23, 2021 at 2:00 p.m. The Debtor filed a Chapter 11 Subchapter V Plan that proposes to pay creditors of W.F.Grace Construction, LLC from (1) disposable income earned during the 3 years following the effective date of the Plan, and (2) the net proceeds of retained actions. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this plan has valued at approximately 38cents on the dollar. A copy of the Chapter 11 Subchapter V Plan dated Jan. 27, 2021, is available at https://bit.ly/2RxmBby About W.F. Grace Construction W.F. Grace Construction, LLC, is part of the residential construction contractors industry. W.F. Grace Construction filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 20-10844) on Sept. 28, 2020. The petition was signed by William F. Grace, Jr., sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. William S. Gannon, Esq., at William S. Gannon PLLC represents the Debtor as counsel. WESTERN ALLIANCE: Moody's Rates Non-Cumulative Pref. Stock '(P)Ba1' ------------------------------------------------------------------- Moody's Investors Service has assigned a Baa2 long-term issuer rating to Western Alliance Bancorporation. Moody's also assigned prospective ratings to Western Alliance's shelf registration. The shelf was rated (P)Baa2 for senior unsecured, (P)Baa2 for subordinate, (P)Baa3 for cumulative preferred stock and (P)Ba1 for non-cumulative preferred stock. Western Alliance's issuer outlook is stable. Assignments: Issuer: Western Alliance Bancorporation Issuer Rating, Assigned Baa2, Stable Outlook Pref. Stock Shelf, Assigned (P)Baa3 Pref. Stock Non-cumulative Shelf, Assigned (P)Ba1 Subordinate Shelf, Assigned (P)Baa2 Senior Unsecured Shelf, Assigned (P)Baa2 Outlook Actions: Issuer: Western Alliance Bancorporation Outlook, Changed To Stable From Rating Withdrawn RATINGS RATIONALE The assigned Baa2 long-term issuer rating and prospective shelf ratings for Western Alliance are based on Western Alliance Bank's baa1 standalone Baseline Credit Assessment (BCA) and follow Moody's notching practices for US regional banks resulting from the application of its advanced loss-given-failure analysis. Western Alliance's baa1 BCA standalone BCA reflects the bank's strong balance sheet, good core deposit funding and high earnings power. The BCA also incorporates Moody's assessment of Western Alliance's asset risk, which it views as higher than most rated US banks owing to its commercial real estate lending concentration, single borrower loan concentrations and sizeable loan growth in recent years. Even so, Moody's expects the bank's adequate credit risk management will support its asset quality performance through this challenging operating environment brought about by the coronavirus. Moody's believes Western Alliance's elevated asset risk is sufficiently mitigated by its sound capitalization and strong profitability, which can absorb expected losses from the fallout from the coronavirus. While US banks face a challenging though improving operating environment, rising asset risk and ongoing profitability pressures, the stable outlook on Western Alliance ratings reflects Moody's view that the bank will maintain its robust credit profile. The assignment of new ratings to Western Alliance also takes into account its governance as part of Moody's environmental, social and governance (ESG) considerations. Moody's expects Western Alliance to maintain good corporate governance, benefiting from its experienced and stable management team and ongoing regulatory supervision. In addition, the bank has built a well-defined and consistent risk culture and governance framework across the organization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Western Alliance's BCA and ratings could be upgraded if the bank demonstrated a disciplined risk appetite through a sustained reduction in its commercial real estate concentration, a reduction in the construction and land development component, a materially slower pace of loan growth and improved loan granularity provided good capitalization is maintained. Western Alliance's BCA and ratings could be downgraded if its capital position is not restored in the 12 months following the acquisition of AmeriHome, or if asset quality or profitability deteriorated beyond Moody's current expectations. The principal methodology used in these ratings was Banks Methodology published in March 2021. WESTERN ROBIDOUX: Seeks to Hire Spencer Fane as Special Counsel --------------------------------------------------------------- Western Robidoux, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Spencer Fane, LLP as its special counsel. The Debtor needs the firm's legal assistance to defend a judgment on appeal in Infodeli, LLC, et al., v. Western Robidoux, Inc. et al., Eighth Circuit Court of Appeals (Consolidated Case Nos. 20-2146 and 20-2256). The hourly rates charged by the firm are as follows: Partners and Of Counsel $410 - $700 Associates $260 - $415 Legal Assistants $150 - $280 As disclosed in court filings, Spencer Fane is a disinterested person within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: Dan Blegen, Esq. Spencer Fane, LLP 1000 Walnut, Suite 1400 Kansas City, MO 64106 Phone: 816-292-8109 Email: dblegen@spencerfane.com About Western Robidoux Western Robidoux, Inc. is a family-owned commercial printing and fulfillment company in St. Joseph, Mo., run by the Burri family for more than 40 years. Western Robidoux sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 19-50505) on Oct. 19, 2019. Connie S. Burri, president, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Merrick, Baker & Strauss, P.C. as bankruptcy counsel; German May, PC and Horn, Aylward, & Bandy, LLC as special counsel; and Liechti, Franken & Young as accountant. ZIM CORPORATION: Incurs $30K Net Loss in Qtr Ended Dec. 31 ---------------------------------------------------------- ZIM Corporation filed with the Securities and Exchange Commission a Form 6-K report disclosing a net loss of $30,391 on zero revenue for the three months ended Dec. 31, 2020, compared to a net loss of $69,404 on zero revenue for the three months ended Dec. 31, 2019. For the nine months ended Dec. 31, 2020, the Company reported a net loss of $505,997 on zero revenue compared to a net loss of $12,087 on zero revenue for the nine months ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.27 million in total assets, $49,515 in total liabilities, and $1.22 million in shareholders' equity. A full-text copy of the Form 6-K is available for free at: https://www.sec.gov/Archives/edgar/data/1124160/000089016321000010/s-22_21739.htm About ZIM Corporation Headquartered in Ontario, Canada, ZIM Corporation -- www.zim.biz -- is a provider of software products and services for the database and mobile markets. ZIM products and services are used by enterprises in the design, development and management of business, database and mobile applications. ZIM also provides mobile content to the consumer market. ZIM Corporation reported a net loss of $9,000 for the year ended March 31, 2020, compared to net income of $703,516 for the year ended March 31, 2019. Ottawa, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated July 28, 2020, citing that the Company has an accumulated deficit as at March 31, 2020 of $20,631,105 and has a history of operating losses which raise substantial doubt about the Company's ability to continue as a going concern. [*] Kansas, Western Missouri Bankruptcy Filings Continue to Decline ------------------------------------------------------------------- Andrew Vaupel of Kansas City Business Journal reports that bankruptcy filings dropped 39% in Kansas and Western Missouri for the three-month period ending March 31, 2021, compared to the first three months of 2020, a dramatic fall that coincides with the coronavirus pandemic, which first disrupted the economy in March 2020. According to statistics released by the administrative office of the U.S. Courts, there were 993 new bankruptcy filings in the Western District of Missouri and 807 in the District of Kansas across all chapters for the first three months of 2021, down from 1,640 and 1,330, respectively, for the same period in 2020. The filings aren't just down compared to the beginning of the pandemic, but also when compared to the previous quarter. In Kansas, bankruptcy filings were down 22% compared to the fourth quarter. In Western Missouri, filings were down 9%. First-quarter business filings across all chapters were down 31% year-over-year and 11% over the prior quarter, with a total of 25 new filings in the Western District of Missouri, which covers Kansas City, Jefferson City, Joplin, Springfield and St. Joseph, among other cities. In Kansas, which has just one district for the entire state, quarterly business filings are down 30% year-over-year and 26% quarter-over-quarter. "The continued decline in commercial filings demonstrates the ability for companies to access needed capital as an alternative to seeking bankruptcy," Deirdre O'Connor, senior managing director of corporate restructuring at Epiq, said in a Monday release. (Epiq previously was headquartered in Kansas City, Kansas, before being bought in 2016 by an Atlanta-based company that eventually assumed its name.) The largest category in the quarter ended March 31 was non-business Chapter 7 filings, with 670 cases in Western Missouri and 427 cases in Kansas, according to data from the bankruptcy courts. Overall, bankruptcy filings in the 12-month period totaled 4,584 in Western Missouri, with 100 being commercial filings, compared with 7,310 and 139 as of March 2020. In Kansas, there have been 3,947 new bankruptcy filings in the last 12 months, including 163 business cases, compared with 6,674 and 223 filings, respectively, as of March 2020. Of the 163 business bankruptcy filings in Kansas during the last 12 months, 93 were Chapter 7, 14 were Chapter 11, and 18 were Chapter 13. In the bankruptcy court for the Western District of Missouri, 60 commercial filings were for Chapter 7, 26 were Chapter 11, and 10 were Chapter 13 Chapter 7 bankruptcy protection typically provides for the liquidation of a business's assets to satisfy creditor claims, while Chapter 11 protection enables a business to restructure its creditor obligations with the goal to remain a going concern. Chapter 13 covers small business reorganizations or workouts. [*] Steady Increase of New Bankruptcy Filings in April 2021 ----------------------------------------------------------- Epiq released its April 2021 bankruptcy filing statistics from its AACER bankruptcy information services business. Total April new filings exceeded the forty thousand threshold for the second straight month with 40,886 across all chapters. The new filings were driven by 38,813 new non-commercial or individual filings, down from March's 41,156, but up 16% over the average in the prior 7-month period. "Bankruptcy filings in April extended the spike we saw in March," said Chris Kruse, senior vice president of Epiq AACER. "This is an additional indicator that new non-commercial bankruptcy filings may be returning to pre-pandemic levels. We have seen some seasonality over past years in Q2 filings, but we are in unchartered territory with the pandemic and therefore remain cautious." There were 147,868 total new bankruptcy filings across all chapters for the first four months of 2021, down from 215,704 for the same period in 2020. The two largest categories in April were in non-commercial filings, with 29,777 new Chapter 7 cases and 8,957 new Chapter 13 cases. Commercial Chapter 11 filings were down 26% over March with 287 new filings in April. Commercial filings across all chapters were down 10% over March's 2,293, with a total of 2,073 new filings. "The continued decline in commercial filings demonstrates the ability for companies to access needed capital as an alternative to seeking bankruptcy," said Deirdre O’Connor, senior managing director of corporate restructuring at Epiq. [] Claims Trading Report - April 2021 ------------------------------------- There were at least 500 claims that changed hands in Chapter 11 corporate cases in March 2021, with the Hertz Corporation accounting for 47 percent of claim transfers: No. of Claims Debtor Transferred ------ ----------- The Hertz Corporation 238 LATAM Airlines Group S.A. 45 Frontier Communications Corp 28 Century 21 Department Stores LLC 23 Lehman Brothers Holdings Inc. 18 Neiman Marcus Gropu Ltd. LLC 16 Boy Scouts of America 14 Brazos Electric Cooperative Inc. 11 Watson Grinding & Manufacturing Co. 10 Dewit Dairy 8 Health Diagnostic Laboratory, Inc. 8 Diamond Offshore Drilling, Inc. 6 Le Tote, Inc. 6 Alpha Media Holdings LLC 5 Purdue Pharma L.P. 5 Comcar Industries Inc. 4 293 Franklin, LLC 3 Forever 21, Inc. 3 Gulfport Energy Corp. 3 Highland Capital Management, L.P. 3 Morris Schneider Wittstadt, LLC 3 Sears Holdings Corporation 3 108 Wallabout 5A Corp. 2 Briggs & Strattton Corp. 2 EMC Bronxville Metropolitan LLC 2 Enterprise Community Funding, LLC 2 K&W Cafeterias, Inc. 2 Levit and Sons, LLC, et al. 2 Retail Group, Inc., et al. 2 SunEdison, Inc., et al. 2 900 Cesar Chavez, LLC 1 Bainbridge Uinta, LLC 1 Bouchard Transportation Co., Inc. 1 Cachet Financial Services, LLC 1 Cosmoledo, LLC 1 Earth Energy Renewables, LLC 1 Francesca's Holdings Corp. 1 Gardens Regional Hospital and Medical Center Inc 1 Garrett Motion Inc. 1 GGI Holdings, LLC 1 Hooper Holmes, Inc. 1 Infrastructure Solution Services, Inc 1 INSTITUTO MEDICO DEL NORTE INC 1 Interim Healthcare of Southeast Louisiana, Inc 1 ISS Management, LLC 1 JSAA Realty, LLC 1 Midtown Outpatient Surgery Center, LLC 1 Neal A. Stubbs, DDS, PA 1 Palm Beach Brain and Spine, LLC 1 PNW Healthcare Holdings, LLC 1 Randolph Hospital Inc. 1 RentPath Holdings, Inc. 1 RTW Retailwinds 1 Shl Liquidation Industries Inc 1 Southland Royalty Company LLC 1 Studio Movie Grill Holdings, LLC 1 Sundance Energy Inc., et al. 1 TAM Winddown, LLC 1 Vernon 4540 Realty LLC 1 Veterinary Care, Inc. 1 Notable claim purchasers for the month of April are: A. In The Hertz Corp.'s case: Aetos Capital Trade Claims Fund LP 875 Third Avenue, 22ndFloor New York, NY 10022 James Cullinane E-mail: jcullinane@aetoscapital.com Argo Partners 12 West 37th Street, Ste. 900 New York, NY 10018 Phone: (212) 643-5446 ASM Capital 7600 JERICHO TURNPIKE, SUITE 302 WOODBURY, NY 11797 Tel: (516) 422-7100 Cedar Glade LP Robert K. Minkoff, President 600 Madison Ave, 17th Floor New York, NY 10022 CRG Financial LLC 100 Union Ave Cresskill, NJ 07626 Fair Harbor Capital, LLC Ansonia Finance Station P.O. Box 237037 New York, NY 10023 TRC Master Fund LLC Attn: Terrei Ross P.O. Box 633 Woodmere, NY 11598 Tel: (516) 255-1801 B. In LatAm Airlines' case: Citigroup Financial Products Inc. Kenneth Keeley Citigroup Global Markets 388 Greenwich Street, Trading Tower 6th Floor New York, NY 10013 Tel: (212) 723-6064 Cowen Special Investments LLC 599 Lexington Avenue, 21st Floor New York, NY 10022 Attn: Gail Rosenblum Tel: 646-616-3082 Hain Capital Investors Master Fund, Ltd 301 Route 17, 7th Floor Rutherford, NJ 07070 Attn: Cheryl Eckstein Phone: (201) 896-6100 Opeak LLC Star V Partners LLC Olympus Peak Cav Master LP Leah Silverman 745 Fifth Avenue, Suite 1604 New York, NY 10151 Tel: 212-272-1189 C. In Frontier Communications' case: Bradford Capital Holdings, LP P.O. Box 4353 Clifton New Jersey Brian L. Brager E-mail: bbrager@bradforcapitalmgmt.com Fair Harbor Capital, LLC Ansonia Finance Station P.O. Box 237037 New York, NY 10023 Peak Credit LLC P.O. Box #206 P. Stonington, CT 06359 Tel: 917-767-4262 D. In Century 21's case: Fair Harbor Capital, LLC Ansonia Finance Station P.O. Box 237037 New York, NY 10023 [^] BOOK REVIEW: Oil Business in Latin America: The Early Years --------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state-owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela, creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." John D. Wirth was Gildred Professor of Latin American Studies at Stanford University. 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