/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210514.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 14, 2021, Vol. 25, No. 133 Headlines 4YL DEVELOPMENT: Seeks Cash Collateral Access ADVANCE PAIN: Asks for 15 More Days to Confirm Plan AGM GROUP: Appoints Bo Zhu as Chief Strategy Officer AIR INDUSTRIES: Incurs $152K Net Loss in First Quarter ALA TURK: Court Approves Disclosure and Confirms Plan ALPHA METALLURGICAL: Incurs $32.9 Million Net Loss in First Quarter ASPIRA WOMEN'S: Board Amends Company Bylaws ATKORE INC: Fitch Assigns First-Time 'BB' IDR, Outlook Stable ATKORE INT'L: Moody's Hikes CFR to Ba2 & Rates New Term Loan Ba1 AUTO RECYCLERS: Wins Cash Collateral Access Thru Oct. 31 AUTOMOTORES GILDEMEISTER: Unsecureds Unimpaired in Plan B & S DEVELOPMENT: Seeks to Hire Vanecia Belser Kimbrow as Counsel BAUMANN & SONS: Unsecureds Will Recover Greater Than 30% in Plan BLACK DIRT: U.S. Trustee Unable to Appoint Committee BOY SCOUTS OF AMERICA: Says Disclosure Lacks Financial Information BRAINSTORM INTERNET: Case Summary & 20 Largest Unsecured Creditors BRAZOS ELECTRIC: Has $350 Million Bankruptcy Loan From JPMorgan BRAZOS ELECTRIC: Seeks to Obtain Up to $350-Mil in DIP Funds BROOKLYN IMMUNOTHERAPEUTICS: Dr. Erich Mohr Elected as Director CANADIAN RIVER: U.S. Trustee Unable to Appoint Committee CANTERA COURT: Taps Greg T. Murray as Accountant CARBONYX INC: Holders of 96% of Unsecured Claims Propose Plan CAUSE TECH: Free to Use Cash, Court Says CHESAPEAKE ENERGY: Court Okays Ch. 11 Royalty Suits Deal in Texas CLEARPOINT CHEMICALS: Unsec. Creditors Owed $18M to Get $1M in Plan CORNERSTONE ONDEMAND: Incurs $12.5-Mil. Net Loss in First Quarter CORONADO CAPITAL: U.S. Trustee Unable to Appoint Committee CPI CARD: Posts $2.4 Million Net Income in First Quarter DELTA MATERIALS: Wins Cash Collateral Access on Final Basis DLT RESOLUTION: Incurs $504K Net Loss in 2020 ELECTRONIC DATA: Bankr. Administrator Unable to Appoint Committee EQT CORP: Moody's Rates Proposed $1BB Aggregate Unsec. Notes 'Ba2' EVOSITE LLC: Seeks to Hire Lane Law Firm as Legal Counsel FREMONT HILLS: Unsecureds to Get $500,000 in Nirvana-Backed Plan FULL HOUSE: Incurs Net Loss of $3.4 Million in First Quarter G.A.F. SEELIG: Independent Plan Administrator to Be Appointed GAIA INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors GOGO INC: Incurs $7.7 Million Net Loss in First Quarter GTT COMMUNICATIONS: Delays Filing of Quarterly Report on Form 10-Q HEALTHIER CHOICES: Incurs $696K Net Loss in First Quarter HERTZ GLOBAL: Knighthead Group Emerges as Winning Bidder HILTON GRAND: Fitch Assigns FirstTime 'BB-' LT IDR, Outlook Neg. HILTON GRAND: Moody's Cuts CFR to Ba3 Amid Diamond Resorts Deal HORIZON GLOBAL: Incurs $15.2 Million Net Loss in First Quarter ICAN BENEFIT: U.S. Trustee Appoints Creditors' Committee INSPIREMD INC: Approved for Listing on Nasdaq Capital Market INSPIREMD INC: Incurs $3.2 Million Net Loss in First Quarter J-BIRD PROPERTIES: U.S. Trustee Unable to Appoint Committee JAKKS PACIFIC: Stockholders Approve Reverse Common Stock Split JONES SODA: Reports 2021 First Quarter Financial Results KAISER ALUMINUM: Fitch Assigns BB Rating on New Senior Unsec. Notes KIDS FIRST: Court Overrules Objections, Confirms Plan KNOTEL INC: Gets Court OK to Seek on Liquidation Votes LEGACY EDUCATION: Appoints Barry Kostiner as Director LEGACY EDUCATION: LTP Converts $330K Loan Into Company Equity LEWISBERRY PARTNERS: Unsecureds Will be Paid Over 3-Year Period LIBERTY POWER: $40MM DIP Loan from Boston Energy Has Interim OK LOST CAJUN: Gets Final Approval on Cash Collateral Use LOST CAJUN: Seeks to Hire Akerman LLP as Legal Counsel MALLINCKRODT PLC: Acthar Plaintiffs Say Disclosures Deficient MARX STEEL: Unsecureds Will Recover Up to 5% Under Plan MARZILLI MACHINE: BCSB Says Disclosure Statement Inadequate MARZILLI MACHINE: Massachusetts Growth Says Plan Unconfirmable MARZILLI MACHINE: Unsec. Creditors to Recover 15% to 25% in 5 Years MARZILLI MACHINE: US Trustee Opposes Disclosure Statement MECHANICAL EQUIPMENT: Voluntary Chapter 11 Case Summary MOBITV INC: Tivo Corp. to Buy Assets from Chapter 11 Bankruptcy NATIONAL RIFLE: Ackerman Wants Defamation Counterclaim Revived NENO CAB: Seeks $10,000 Loan and Cash Collateral Access NEW YORK CLASSIC: Wins Cash Collateral Access Thru June 3 NUVERRA ENVIRONMENTAL: Incurs $7.6-Mil. Net Loss in First Quarter NUVERRA ENVIRONMENTAL: Reports First Quarter 2021 Results NYMOX PHARMACEUTICAL: Signs Deal to Sell $8-Mil. Common Shares ODYSSEY ENGINES: Preferred Bank Says Plan Fails to Recognize Claim PAPER SOURCE: Court Approves $92M Ch. 11 Sale to B&N Owner PERSPECTA INC: Fitch Withdraws Ratings POLYMER INSTRUMENTATION: Gets OK to Use Bank's Cash Collateral PURDUE PHARMA: Plan Confirmation Hearing Set for August 2021 PURDUE PHARMA: Unsecureds to Receive $15 Million Under Plan R. INVESTMENTS: U.S. Trustee Unable to Appoint Committee RAYONIER ADVANCED: Incurs $27 Million Net Loss in First Quarter REVLON INC: Has Two Years to Try to Turnaround Company SECURE HOME: U.S. Trustee Unable to Appoint Committee STEREOTAXIS INC: Reports 2021 First Quarter Financial Results SUNERGY CALIFORNIA: Edges Electrical Group Out as Committee Member TIMBER PHARMACEUTICALS: Reports $1.9M Net Loss in First Quarter TIMBERLINE FOUR: U.S. Trustee Unable to Appoint Committee TRI MECHANICAL: Court Approves Disclosure and Confirms Plan US CELLULAR: Fitch Rates on Proposed Unsec. Notes Due 2070 'BB+' US CELLULAR: Moody's Rates New Sr. Unsecured Notes 'Ba1' VALLEY FARM: Wants Plan and Disclosures Deadline Moved to Aug. 17 VIP PHARMACY: Wins Cash Collateral Access Thru May 31 VOYAGER AVIATION: Fitch Lowers LT IDR to 'RD', Outlook Stable WB SUPPLY: U.S. Trustee Appoints Two New Committee Members WESTERN HERITAGE: Unsecureds to Be Paid Promplty After Confirmation YIELD10 BIOSCIENCE: Incurs $2.56 Million Net Loss in First Quarter ********* 4YL DEVELOPMENT: Seeks Cash Collateral Access --------------------------------------------- 4YL Development, Inc. asks the U.S. Bankruptcy Court for the Western District of Texas, El Paso Division, for authority to use cash collateral and provide adequate protection to Secured Lenders. The Debtor requires the use of cash collateral to repair its real estate units. By fixing and renting these, it can get to a near, if not, 100% occupancy rate. In the interim, it can afford to provide Adequate Protection at the reduced interest rate. As of the Petition Date, the Debtor owes these Secured Lenders: * PTTN Investments, LLC for $316,298, * AJPMMV Investments, LLC for $144,729, * SM VER Enterprises, LLC for $183,209, * Louis O. Garcia for $217,178, * RASK Holdings, LLC for $233,613, and * Zia Trust, Inc., as custodian for (i) Hojin Kim for a claim amounting to $231,268, (ii) Teren D. Klein with respect to a claim for $230,176, (iii) Robert A. Snow relating to claims for $157,272; $344,785; and $217,566. Each of the obligations is evidenced by a promissory note and secured by deeds of trust with respect to certain of the Debtor's real property located in El Paso, Texas. The loans are serviced by Uprising Investments, LLC, which has filed proofs of claim on behalf of the Secured Lenders. The sole source of 4YL's income are the rents collected from its tenants. The Secured Lender's deeds of trust contain an assignment of rents provision. 4YL has determined it would be in the best interests of the Estate to surrender the six Properties to the Secured Lenders to increase the feasibility of the case and likelihood of successful reorganization. The Parties have filed Motions for Relief and submitted Agreed Orders as to the Aurora, Alameda, Copia, and Keltner Properties. The Parties have also filed Applications to Compromise Controversy as to these Properties since the terms for surrender include requests for relief outside of section 362. 4YL and the remaining Secured Lenders stipulate that the rents collected from 4YL's Tenants constitute the Secured Lenders' Cash Collateral. 4YL has been collecting the rental income since the Petition Date. On March 25, 2021, 4YL received correspondence from the Secured Lenders' Counsel prohibiting the use of Cash Collateral. Since that date -- as well as prior to that date -- the Debtor's and Secured Lender's Counsel have been negotiating Adequate Protection terms for providing Adequate Protection for use of the Lender's Collateral and for 4YL's use of Cash Collateral, and these negotiations led to the surrenders referenced above. Moreover, 4YL ceased using the Cash Collateral in compliance with the Secured Lender's notification. As adequate protection, the Debtor proposed to grant the Secured Lenders replacement liens and security interests on all leases, rents, and other proceeds generated from the Petition Date or acquired post-petition from their collateral. The Debtor also proposed to reserve funds on a monthly basis sufficient to pay the prorated estimated taxes and insurance on the Secured Lenders' collateral. A copy of the motion is available for free at https://bit.ly/3bhPUpK from PacerMonitor.com. About 4YL Development 4YL Development, Inc. sought Chapter 11 protection (Bankr W.D. Tex. Case No. 21-30157) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge H. Christopher Mott oversees the case. MIRANDA & MALDONALDO, PC, led by Carlos Miranda, Esq., is the Debtor's legal counsel. ADVANCE PAIN: Asks for 15 More Days to Confirm Plan --------------------------------------------------- Advance Pain Management and Rehabilitation Institute, Inc. and JG & RM Realty, Inc. and Banco Popular De Puerto Rico filed a Disclosure Statement and Plan of Reorganization on April 29, 2020. This Honorable Court conditionally approved the Disclosure Statement and scheduled a hearing for June 9, 2020. This deadline was later extended by the order entered on March 11, 2021. The Parties request that the deadlines imposed by Sections 11121(e)and 1129(e) 45 days deadline to confirm the plan be extended an additional 15 days. As the record shows, the Debtor and Banco Popular de Puerto Rico, the case's largest creditor, have been in communication. Based on these off-court communications, as stated by Banco Popular in the adversary proceeding, "[t]he parties have reached an agreement in principle as to certain key provisions that would resolve the instant case in its entirety." To this end, the Debtor is in the process of obtaining the post-petition financing needed to the aforesaid key provision. However, in view of the security measure the potential financial institutions have yet issued the final letter needed to finalize and file the agreement or amended consensual plan before to this Honorable Court. The Debtors exit financing application is in its final step for approval, before the Loan Committee of Acrecent Financial Corporation. Therefore, the Debtor requests an additional 15 days. For the Debtors: Isabel M. Fullana Eduardo J. Capdevila GARCÍA-ARREGUI & FULLANA, PSC 268 Ponce de León Ave. Suite 1002 San Juan, Puerto Rico 00918 Telephone: (787) 766-2530 Facsimile: (787) 756-7800 ifullana@gaflegal.com ecapdevila@gaflegal.com For BPPR: Sergio Criado CORREA ACEVEDO & ABESADA LAW OFFICE, P.S.C. Centro Internacional de Mercadeo Torre II # 90 Carr. 165, Suite 407 Guaynabo, P.R. 00968 Tel. (787) 273-8300 Fax (787) 273-8379 scriado@calopsc.com About Advance Pain Management and Rehabilitation Institute Advance Pain Management and Rehabilitation Institute, Inc. owns and operates ambulatory health care facilities. On July 7, 2019, Advance Pain Management and Rehabilitation Institute and JG & RM Realty, Inc. filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Lead Case No. 19-03941). At the time of the filing, Advance Pain Management and Rehabilitation disclosed total assets of $69,818 and total liabilities of $122,108 while JG & RM disclosed total assets of $1,291,294 and total liabilities of $1,749,258. Judge Enrique S. Lamoutte Inclan oversees the cases. Debtors have tapped Isabel M. Fullana, Esq., at Garcia-Arregui & Fullana, PSC, as their legal counsel and Tamarez CPA, LLC as their accountant. AGM GROUP: Appoints Bo Zhu as Chief Strategy Officer ---------------------------------------------------- The Board of Directors of AGM Group Holdings Inc. appointed Dr. Bo Zhu as the chief strategy officer, effective May 6, 2021. Dr. Zhu, 34, is a veteran entrepreneur in the sector of computer software, now serving as the general manager of Hangzhou Fanteng Technology Co., Ltd. and as an assistant researcher at Zhejiang University, where he received his doctoral degree in Computer Science and Technology in 2013. In 2012, he joined the scientific computing and Imaging Institute at University of Utah, USA as a visiting scholar to study high-order numerical computing based on GPU parallel computing. His research focuses on data analysis, intelligent and large data visualization, parallel computing, and the R&D of a common platform for numerical simulation. Mr. Zhu has participated in two projects under the National Natural Science Fund, a project under the Equipment Development Preliminary Research Fund, a National Science and Technology Major Project, and a project each funded by Zhejiang Provincial Department of Science and Technology, Zhejiang Natural Science Foundation, and China Postdoctoral Science Foundation. He has also partaken in two National Defense Basic Scientific Research programs and an Astronautics Innovation Foundation program. Zhu has published over 20 research papers in total, 19 of which are indexed in SCI/EI. Mr. Zhu also holds three national invention patents as well as multiple independent technological innovations and products. He has played a leading role in launching manifold advanced industrial Internet platforms and big data analysis systems, and is adept at energy data analysis and remote operation and maintenance, intelligent transportation and logistics technologies, and supply chain FinTech. There are no family relationships between Bo Zhu and any other employees or members of the Board of Directors of the Company. On May 6, 2021, the Company has entered into an employment agreement with Dr. Bo Zhu, pursuant to which the employment will be for a term of two years and Dr. Zhu will receive an annual compensation of US$120,000. About AGM Group Holdings Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a software company, currently conducting three main business: 1) accounting and ERP software, 2) fintech software, and 3) trading education software and website service. AGM Group reported a net loss of $1.07 million for the year ended Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec. 31, 2019, and a net loss of $8.41 million for the year ended Dec. 31, 2018. Flushing, New York-based JLKZ CPA LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 22, 2021, citing that the Company has incurred substantial losses during the year, which raises substantial doubt about its ability to continue as a going concern. AIR INDUSTRIES: Incurs $152K Net Loss in First Quarter ------------------------------------------------------ Air Industries Group filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $152,000 on $13.71 million of net sales for the three months ended March 31, 2021, compared to net income of $1.06 million on $13.45 million of net sales for the three months ended March 31, 2020. As of March 31, 2021, the Company had $57.36 million in total assets, $42.19 million in total liabilities, and $15.17 million in total stockholders' equity. Although the global outbreak of COVID-19 had a significant adverse impact on the world economy and negatively impacted the Company's revenues, earnings and operating cash flows in 2020, management believes the Company's operations substantially returned to normal in fiscal 2021 and the Company generated net cash from operations of $567,000 in the quarter ended March 31, 2021. With the first quarter of fiscal 2021 now completed and the Company's recent investments in new machinery and equipment paying off, management believes the Company will continue to improve its liquidity. As such, based on current best estimates of fiscal 2021 sales, confirmed and expected orders, the strength of existing backlog, overall market demand, expected timing of future cash receipts and expenditures and the Company's ability to access additional liquidity, if needed, the Company believes it will have adequate cash to support operations through May 31, 2022. CEO Commentary Lou Melluzzo, CEO of Air Industries said, "We are very pleased to report that new business quote activity has increased and during the first quarter we booked over $22 million in new business. Our book-to-bill ratio for the trailing twelve months ended March 31, 2021 was 1.19 to 1.00; very close to our goal of a 1.20 to 1.00 ratio. Our fully funded, 18-Month, firm backlog remains strong at $ 84.7 million. "We are somewhat pleased with the increase, albeit modest, in revenue for the first quarter. The increase was achieved despite some significant COVID related production issues at the company late last year. Attendance has returned to normal, and we firmly believe those COVID tail issues are behind us. We are actively seeking to hire more CNC machinists to support the increased hours demand. Our experience echoes the difficulties other employers are having in finding qualified help. "All of the recent machinery purchased is up and running. We are seeing demand on the commercial side of our business increasing faster than we expected. Our eye is on the big goal of building a very successful, world class, aerospace company. For the balance of the year, we look forward to continuing to build on the momentum of the first quarter." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1009891/000121390021025552/f10q0321_airindustries.htm About Air Industries Headquartered in Bay Shore, New York, Air Industries Group is an integrated manufacturer of precision equipment assemblies and components for aerospace and defense prime contractors. Air Industries reported a net loss of $1.10 million for the year ended Dec. 31, 2020, compared to a net loss of $2.73 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $57.78 million in total assets, $42.67 million in total liabilities, and $15.11 million in total stockholders' equity. ALA TURK: Court Approves Disclosure and Confirms Plan ----------------------------------------------------- Judge Nancy Hershey Lord has entered an order approving the Disclosure Statement of Ala Turk Inc.d/b/a A La Turka, and confirming the Plan. Upon the Effective Date, the Plan will be administered by the Debtor through Morrison Tennenbaum PLLC which is the disbursing agent. That the Debtor shall file an application for a final decree on notice to the Office of the United States Trustee within 14 days following the full administration of the Debtor's estate pursuant to Rule 3022. Upon request, the Court may reduce or extend the time to file such application. The classification scheme of Claims and Interests in the Plan is reasonable and complies with the requirements of Sections 1122 and 1123 of the Bankruptcy Code. Claims or interests in each particular class are substantially similar to other Claims contained in such Class. In conjunction with Section 1123(a)(7) of the Bankruptcy Code, the Plan identifies the Debtor's counsel Morrison Tenenbaum PLLC as the disbursing agent who will make payments to creditors as provided by the Plan. As required by Section 1129(a)(7) of the Bankruptcy Code, with respect to each Impaired Class, each holder of an allowable Claim in such Class has either accepted the Plan or will receive or retain under the Plan on account of such Claim property of a value, as of the Effective Date, that is not less than the amount such holder will receive, and has agreed to receive under the Plan. The Plan provides for the treatment of Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Non-Tax Priority Claims pursuant to Section 507(a) of the Bankruptcy Code, in accordance with Section 1129(a)(9) of the Bankruptcy Code, except to the extent that the holder of a particular Claim has agreed in writing to less favorable treatment. The primary purpose of the Debtor's Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933. No party that is a governmental unit, or any other entity, has requested that the Court decline to confirm the Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933. About Ala Turk Ala Turk Inc. -- https://alaturkarestaurant.com/ -- owns and operates a restaurant specializing in Mediterranean cuisine. The restaurant is located at 1417 2nd Avenue, N.Y. Ala Turk filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42628) on July 15, 2020. Suleyman Secer, president, signed the petition. In the petition, the Debtor disclosed $263,500 in assets and $1,276,886 in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC, as legal counsel and S Kekatos & Associates LLC as accountant. ALPHA METALLURGICAL: Incurs $32.9 Million Net Loss in First Quarter ------------------------------------------------------------------- Alpha Metallurgical Resources, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $32.93 million on $386.25 million of total revenues for the three months ended March 31, 2021, compared to a net loss of $39.81 million on $402.80 million of total revenues for the three months ended March 31, 2020. Alpha reported a net loss from continuing operations of $32.7 million, or $1.78 per diluted share, for the first quarter 2021. In the fourth quarter 2020, the Company had a net loss from continuing operations of $55.1 million or $3.00 per diluted share. Total Adjusted EBITDA was $28.9 million for the first quarter, compared with $7.4 million in the fourth quarter 2020, primarily due to higher volumes and improved coal revenues per ton. As of March 31, 2021, the Company had $1.67 billion in total assets, $1.50 billion in total liabilities, and $170.16 million in total stockholders' equity. "Our first quarter results demonstrate our continued commitment to cost management and focus on fundamental operations performance," said David Stetson, Alpha's chair and chief executive officer. "Despite pricing headwinds from the Australian indices that limited our total realizations for the quarter, Alpha's volumes were very strong and we remain cautiously optimistic about improved market conditions going into the second half of 2021." Liquidity and Capital Resources The Company said, "Our primary liquidity and capital resource requirements stem from the cost of our coal production and purchases, our capital expenditures, our debt service, our reclamation obligations, our regulatory costs and settlements and associated costs. Our primary sources of liquidity are derived from sales of coal, our debt financing and miscellaneous revenues. "We believe that cash on hand, cash generated from our operations, and expected tax refunds will be sufficient to meet our working capital requirements, anticipated capital expenditures, debt service requirements, acquisition-related obligations, and reclamation obligations for the next 12 months. We rely on a number of assumptions in budgeting for our future activities. These include the costs for mine development to sustain capacity of our operating mines, our cash flows from operations, effects of regulation and taxes by governmental agencies, mining technology improvements and reclamation costs. These assumptions are inherently subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, contingencies and risks, all of which are difficult to predict and many of which are beyond our control. Increased scrutiny of ESG matters specific to the coal sector could negatively influence our ability to raise capital in the future and result in a reduced number of surety and insurance providers. We may need to raise additional funds more quickly if market conditions deteriorate, and we may not be able to do so in a timely fashion, on terms acceptable to us, or at all; or one or more of our assumptions prove to be incorrect or if we choose to expand our acquisition, exploration, appraisal, or development efforts or any other activity more rapidly than we presently anticipate. We may decide to raise additional funds before we need them if the conditions for raising capital are favorable. We may seek to sell equity or debt securities or obtain additional bank credit facilities. The sale of equity securities could result in dilution to our stockholders. The incurrence of additional indebtedness could result in increased fixed obligations and additional covenants that could restrict our operations." "Based on provisions in the recent American Rescue Plan Act, we have updated our estimates for minimum required pension contributions through 2025," said Andy Eidson, Alpha's president and chief financial officer. "This should result in an estimated reduction of $84.4 million in pension contributions over the full period, which includes a reduction of $14.1 million in 2021 to a minimum contribution of $11.4 million. In terms of our first quarter performance, our accounts receivable increased by $62.0 million as a result of strong sales, partially offset by a $36.8 million increase in accounts payable, resulting in a use of cash for the quarter. We have seen our working capital begin to normalize over the past couple of months and expect that to yield higher cash collections in upcoming quarters." Cash used for operating activities for the first quarter 2021 was $19.1 million and capital expenditures for the first quarter were $20.4 million. In the prior period, the cash provided by operating activities was $56.2 million, which included the receipt of $66.1 million in accelerated alternative minimum tax (AMT) credit monetization refund. Cash used for and provided by operating activities includes discontinued operations. Capital expenditures for the prior period were $35.1 million. As of March 31, 2021, Alpha had $92.2 million in unrestricted cash and $148.2 million in restricted cash, deposits and investments. Total long-term debt, including the current portion of long-term debt as of March 31, 2021, was $579.8 million. At the end of the first quarter, the company had total liquidity of $108.5 million, including cash and cash equivalents of $92.2 million and $16.3 million in unused availability under the Asset-Based Revolving Credit Facility (ABL). The future available capacity under the ABL is subject to inventory and accounts receivable collateral requirements and the maintenance of certain financial ratios. As of March 31, 2021, the company had no borrowings and $130.9 million in letters of credit outstanding under the ABL. 2021 Full-Year Guidance The Company reiterates its previously issued 2021 operating guidance with coal shipments guidance range of 14.8 million tons to 16.2 million tons, with Met segment volume expected to be between 13.5 million to 14.5 million tons with pure metallurgical coal shipments of 12.5 million to 13.0 million tons and incidental thermal shipments in this segment of 1.0 million to 1.5 million tons. The Company's All Other segment volume is anticipated to be between 1.3 million tons to 1.7 million tons. For 2021, Alpha has committed and priced approximately 64% of its metallurgical coal within the Met segment at an average price of $85.65 per ton and 93% of thermal coal in the Met segment at an average expected price of $51.16 per ton. In the All Other segment the company is 100% committed and priced at an average price of $57.67 per ton. The Company's 2021 Met segment cost of coal sales per ton is expected to be between $68.00 and $74.00 and its All Other segment is expected to be in the range of $45.00 to $49.00 per ton. For 2021, the company expects its SG&A to be in the range of $44 million to $49 million, excluding non-recurring expenses and non-cash stock compensation. The Company's overall 2021 capital expenditures guidance is in a range of $75 million to $95 million, near the maintenance capital level. Depreciation, depletion and amortization is expected to be between $125 million and $145 million with cash interest expense in the range of $51 million and $55 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1704715/000170471521000040/amr-20210331.htm 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." ASPIRA WOMEN'S: Board Amends Company Bylaws ------------------------------------------- The board of directors of Aspira Women's Health Inc. adopted amended and restated bylaws of the Company, effective as of May 6, 2021. The Amended and Restated Bylaws, among other things: * Add mechanics for virtual stockholder meetings and contemplate electronic transmissions of notices and other writings; * Eliminate the default date for the annual stockholder meeting; * Clarify that the Board may postpone, reschedule or cancel any stockholder meeting previously scheduled by the Board (even if a quorum is present); * Provide for majority voting in uncontested director elections (and plurality voting in contested director elections); * Eliminate references to stockholder action by written consent, given that such action is prohibited by the Company's certificate of incorporation, as amended; * Remove certain provisions that restate the General Corporation Law of the State of Delaware, as amended; * Clarify that only stockholders of record may submit proposals or nominations under the Amended and Restated Bylaws; * Enhance procedural mechanics in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at stockholder meetings, including, among other things, a requirement that any proposed nominee submit a completed director's and officer's questionnaire and the form of representation and agreement covering matters such as voting commitments, intent to serve the full term if elected and agreement to abide by policies generally applicable to directors; * Clarify the powers of the chairperson of a stockholder meeting to regulate conduct at such stockholder meeting; * Provide for the size of the Board to be not less than five nor more than nine, with the specific number to be set by resolution of the Board; * Clarify the resignation procedures for officers and directors; * Permit special Board meetings to be held with less than 48 hours' notice if the person(s) calling the meeting deem that it is necessary or appropriate under the circumstances; * Provide that the chair of the board is a director, not officer, position and is permitted to call special Board meetings; * Contemplate a lead independent director if the chief executive officer is the chair of the board; * Eliminate the provisions permitting loans to officers; * Clarify that directors who are full-time employees of the Company are not eligible for compensation for Board service; and * Provide that the Amended and Restated Bylaws may be amended by the Board or by the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (as opposed to a majority of a quorum of stockholders). About Aspira Women's Health ASPIRA formerly known as Vermillion, Inc. -- http://www.aspirawh.com-- is transforming women's health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1 plus combines its FDA-cleared products OVA1 and OVERA to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform our next generation of products. Its focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans. Aspira Women's reported a net loss of $17.90 million for the year ended Dec. 31, 2020, compared to a net loss of $15.24 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $19.60 million in total assets, $9.88 million in total liabilities, and $9.72 million in total stockholders' equity. ATKORE INC: Fitch Assigns First-Time 'BB' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned Atkore Inc. and Atkore International, Inc. first-time Issuer Default Ratings (IDR) of 'BB'. Fitch has also assigned 'BBB-'/'RR1' ratings to the company's first-lien ABL revolver and 'BB+'/'RR2' ratings on the first-lien term loan. The Rating Outlook is Stable. The IDRs take into account Atkore's leading market position in electrical raceway products in the U.S., moderate financial leverage and healthy cash flow generation. These factors are offset by Atkore's relatively narrow product line, the low technology and commoditized nature of its products, its significant exposure to the cyclical U.S. commercial construction market and commodity cost exposure. KEY RATING DRIVERS Leading Market Positions: Atkore's leading market position is supported by a broad offering within its categories, high product quality and timely deliveries. This helps Atkore compete in a market characterized by low technology and commoditized products, primarily conduit tubing and framing for electrical work. Competition is meaningful given the relatively substitutable nature of the company's products and a wide range of national and smaller regional competitors. Cyclical Non-Residential Construction Market: U.S. non-residential new construction accounts for a significant 30%-40% of Atkore's business. Volume declines in fiscal 2020 were focused in highly impacted subsectors such as retail and hotel, and have been offset in part by construction in data centers, warehouses, renovation and single-family residential. Fitch expects these trends to continue through fiscal 2021, with a recovery in the most damaged subsectors not expected until 2022. Commodity Exposure: Atkore's profitability is exposed to the price fluctuations of commodities such as PVC resin, copper and steel; however, the company has shown the ability to quickly pass through higher input costs in its prices. In periods of high input material inflation, the company may experience a time lag to recoup pricing. Atkore's Electrical segment (75% of sales) generally sells its products on a spot basis, while its Safety & Infrastructure segment (25% of sales) maintains contracts with its OEM customers that typically experience a three-month lag for selling prices to catch up to commodity price changes. Moderate Financial Leverage: Atkore's leverage is moderate for the 'BB' category, with the company having focused on deleveraging the business over the past few years. Gross leverage (total debt/EBTIDA) improved to 1.6x at March 31, 2021 from 2.5x at September 2020, but it will likely trend toward the low-2.0x range as the company executes its M&A strategy and continues to repurchase its shares. Improving Profitability: Atkore's EBITDA and FCF margins can vary year-to-year, but have been on a generally improving trend over the past four years. Atkore's sales declined 7.9% to $1.8 billion in fiscal year 2020 (Sept. 30, 2020), primarily due to lower volumes and lower selling prices during the height of the pandemic. Revenues have recovered relatively quickly, returning to a growth in fiscal 2021. The company's recent results have further benefitted from recent supply shortages in PVC electrical conduit, leading to a surge in prices and EBITDA margins in fiscal 2021. Fitch assumes that market conditions will normalize in fiscal 2022, when EBITDA margins are expected to return to around the fiscal 2019 level of 18.7%. Solid FCF: Atkore generated FCF of $200 million in fiscal 2020, and Fitch projects the FCF will improve to around $300 million, or 12%-13% of revenues, in fiscal years 2021 and 2022, supported by higher EBITDA. Fitch expects cash flow will be deployed to bolt-on M&A and share repurchases with the potential for a larger, leveraging acquisition. The company has adequate liquidity consisting of healthy cash balances, ABL revolver availability and no significant maturities until 2026. DERIVATION SUMMARY Atkore is a diversified manufacturer of electrical and tubular products serving mainly the non-residential construction markets in the U.S. Atkore's competition ranges from small, regional manufacturers to large global industrial companies and electrical equipment manufacturers such as Eaton Corporation (BBB+/Negative), nVent Electric (BBB-/Stable) and Hubbell Inc. (A-/Stable), which maintain more diversified portfolios with products possessing a higher degree of technology. Atkore's rating is disadvantaged by its outsized exposure to the cyclical non-residential construction markets, although this is somewhat offset by its somewhat diverse exposure to various subsectors with the industry. Atkore's rating is supported by its moderate size with revenues near $2 billion. KEY ASSUMPTIONS -- Fitch assumes fiscal 2021 organic growth of 40% driven to a large degree by higher selling prices due to supply and demand imbalances in PVC. Revenues in 2022 decline by 20% due to assumed declines in prices of steel and PVC and competitive pressures. -- EBITDA margins increase by around 800bps in fiscal 2021 driven by increased demand and industry supply constraints. EBITDA margins decline in 2022 by a similar amount due to a normalization of industry supply and demand and competitive price pressures. -- Leverage drops to 1.2x (Total Debt with Equity Credit / Operating EBITDA) in 2021 and trends back towards the company's target at 2.0x-2.5x by 2024 as the company executes its acquisition strategy. -- FCF margins are expected to be in the low double digits. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Debt/EBITDA below 2.0x through the cycle; -- A significant improvement in product and end market diversification that reduces cyclicality; -- A demonstrated improvement in margins through cycles. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Debt/EBITDA above 3.0x for a sustained period; -- A significant decline in sales and/or margins that signals intensifying competition or an inability to pass on increased commodity prices; -- Challenges in integrating a larger, debt-funded acquisition. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Liquidity: As of March 26, 2021, Atkore had adequate liquidity of $620 million, which consisted of $304 million in cash and cash equivalents ($53.2 million of which was held at non-U.S. subsidiaries) and $316 million in available funds under its $325 million ABL revolver. Fitch expects the company to have adequate liquidity to fund growth, including capital expenditures of around $55 million per year and growth in working capital. Capital Structure: As of March 26, 2021, the company's debt consisted of $772 million outstanding on its term loan B. ATKORE INT'L: Moody's Hikes CFR to Ba2 & Rates New Term Loan Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded Atkore International, Inc.'s corporate family rating to Ba2 from Ba3 and its probability of default rating to Ba2-PD from Ba3-PD. At the same time, Moody's assigned a Ba1 rating to the company's proposed $400 million term loan B. The company plans to use the proceeds from the new term loan along with the proceeds from the issuance of $400 million of other unsecured debt to pay off the existing term loan and to cover fees and expenses. The rating on the existing term loan will be withdrawn when it is paid off. Atkore's speculative grade liquidity rating has been upgraded to SGL-1 from SGL-2. Its ratings outlook has been changed to positive from stable. "The upgrade of Atkore's ratings reflects the significant improvement in the company's operating performance and credit metrics and the expectation they will improve further in the near term. It also reflects the sustainability of its operating performance at a higher level than the past due to its strengthened competitive position and focus on margin and productivity improvements, as well as its relatively conservative financial policies," said Michael Corelli, Moody's Senior Vice President and lead analyst for Atkore International, Inc. Upgrades: Issuer: Atkore International, Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Assignments: Issuer: Atkore International, Inc. Senior Secured First Lien Term Loan B, Assigned Ba1 (LGD3) Outlook Actions: Issuer: Atkore International, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Atkore's Ba2 corporate family rating is supported by its relatively low leverage, ample interest coverage, large market share in key products, attractive position in certain end markets, its enhanced focus on core product categories, pricing discipline and operational efficiencies, and its very good liquidity profile. The rating also reflects Atkore's moderate scale and limited diversity versus higher rated companies in the manufacturing sector and its reliance on non-residential construction activity, which drives demand for most of its electrical and tubular products. The rating also considers the highly competitive market in which the company operates, its limited product differentiation, and its acquisitive history and plans to consistently grow through acquisitions in the future. Atkore's operating performance has materially strengthened in the first half of fiscal 2021 (ended September 2021) and is expected to remain robust in the near-term due to significantly improved product pricing driven by the company's ability to meet demand despite raw material and product shortages, particularly in PVC electrical conduit and fittings and to a lesser extent metal electrical conduit and fittings. This has enabled the company to substantially widen the spreads between the cost of its raw materials and its finished products prices, while also benefitting from the contributions from acquired companies, productivity improvements and continued high demand in key end markets such as residential construction, warehouses and data centers. As a result, Atkore generated adjusted EBITDA of $336 million in the first half of fiscal 2021 versus $339 million in the full fiscal year of 2020. Moody's anticipate these positive trends will continue in the second half of the fiscal year and the company will produce full year adjusted EBITDA that is around twice as much as the amount generated in fiscal 2020. The strong operating performance along with effective working capital management has enabled the company to generate $133 million in free cash flow in 1H21 and to raise its cash balance to $304 million while repaying $40 million of debt, repurchasing $35 million of its common stock and completing acquisitions with a total purchase price of $44 million. Moody's expect full year free cash flow in the range of around $350 million and anticipate the company will continue its balanced capital allocation while maintaining relatively conservative financial policies. Atkore's substantially improved operating performance and its recent debt paydown have resulted in materially stronger credit metrics. Atkore's adjusted leverage ratio (debt/EBITDA) declined to 1.7x in March 2021 from 2.6x in September 2020 while its interest coverage (EBITA/Interest) rose to 11.7x from 6.6x. Moody's expect these metrics to strengthen further in the second half of fiscal 2021 as the company continues to benefit from the same dynamics as the first half of the year. Its operating performance is expected to materially weaken in fiscal 2022 as raw material and product availability improves and product pricing declines. However, its credit metrics are likely to remain strong for its Ba2 corporate family rating and another ratings upgrade is possible, but further upside potential will be constrained by its moderate scale and somewhat limited end market diversity. Atkore's speculative grade liquidity rating of SGL-1 reflects its very good liquidity profile and its consistent free cash generation. The company had $304.5 million of cash and $315.5 million of borrowing availability on its $325 million asset based revolving credit facility as of March 2021. Atkore had no outstanding borrowings on the revolver which has historically been used for seasonal and cyclical working capital support and to fund acquisitions, but is unlikely to be used in the near term considering the company's sizeable cash balance and strong free cash flow. The ABL matures in August 2023, but the company plans to amend the facility in conjunction with its debt refinancing and to extend the maturity to May 2026. The Ba1 rating assigned to the first lien term loan is one notch above Atkore's Ba2 corporate family rating since it benefits from a first priority lien on the tangible and intangible assets not securing the ABL revolver and a second lien on the ABL collateral. It is also supported by the loss absorbing buffer provided by the proposed unsecured debt. Atkore's positive ratings outlook reflects Moody's expectation that its operating results will surge in fiscal 2021 before materially weakening in fiscal 2022, but that its credit metrics will remain strong for the current rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Atkore's moderate scale and somewhat limited end market diversification versus other higher rated companies in the manufacturing sector limit its upside ratings potential. However, the company's rating could be upgraded if its leverage ratio (Debt/EBITDA) is sustained at less than 2.5x, EBITA margins above 15% and it maintains very good liquidity. Atkore's rating could be lowered if Debt/EBITDA exceeds 3.5x or EBITA margins fall below 11% on a sustained basis. A material contraction in liquidity could also result in a downgrade. Atkore International, Inc. (Atkore) is a wholly owned subsidiary of Atkore International Holdings Inc., which in turn is 100% owned by Atkore Inc. Atkore Inc., headquartered in Harvey, Illinois is a manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. These products include steel and PVC electrical conduit and fittings, armored and metal-clad cable and metal framing and support structures such as cable trays, ladders and wire baskets, as well as galvanized mechanical tubes. The company operated 38 manufacturing facilities and 27 distribution facilities as of September 30, 2020 and has two reportable segments: Electrical (about 75% of sales) and Safety & Infrastructure Solutions (25%). Atkore's revenues for the trailing twelve months ended March 26, 2021 were approximately $2.0 billion. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. AUTO RECYCLERS: Wins Cash Collateral Access Thru Oct. 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, Harrisonburg Division, has authorized Auto Recyclers, LLC to use cash collateral on an interim basis through October 31, 2021. The Debtor requires the use of cash collateral to pay, among other things, suppliers and wages and otherwise those expenses associated with the continued operations of its business. The Bank of Fincastle, as assignee under certain loan documents with the Debtor, has interest in the cash collateral. The Debtor owes the Bank under these loan documents: (a) Promissory Note dated April 14, 2009, with original principal amounting to $873,800 for the benefit of CornerStone Bank N.A., of which the Bank is assignee under an Assignment of Loan Documents dated July 31, 2020; (b) Credit Line Deeds of Trust dated April 14, 2009 and June 12, 2009, each of which duly assigned to the Bank, granting an interest in certain real property commonly known as 1400 Sycamore Avenue, Buena Vista, Virginia; (c) Security Agreements dated April 14, 2009, and January 24, 2013, each duly assigned to the Bank by the Assignment and that certain Amendment to Assignment of Loan Documents dated March 23, 2021. The Bank asserts that some $583,491 was due under the note for principal, accrued interest, fees, and charges, as of March 25, 2021, exclusive of attorneys' fees and expenses. As adequate protection for the Debtor's use of cash collateral, Fincastle is granted a replacement lien to the same extent, validity and priority as any prepetition liens held by the Bank against all assets of the same type as the Pre-Petition Collateral. The security interests granted by the Debtor in favor of the Bank in the Third Interim Order are deemed perfected without the necessity for the filing or execution of documents, which might otherwise be required under non-bankruptcy law for the perfection of the security interests if such security interests were perfected under applicable state law before the Petition Date. As additional adequate protection to the Bank, the Debtor will pay the Bank an amount equal to $2,624.90 per month commencing on May 15, 2021, and continuing on the same date of each month thereafter until modified by agreement of the Bank or Order of the Court. The Bank is also entitled to seek a super-priority administrative expense claim pursuant to section 507(b) of the Bankruptcy Code for any diminution in value of the Collateral occurring after the Petition Date. A copy of the order is available for free at https://bit.ly/3hiwsgr from PacerMonitor.com. About Auto Recyclers Auto Recyclers, LLC d/b/a Used to New -- http://www.autorecyclersllc.com-- is a recycler of metals, automobile cores, batteries, paper, cardboard, computers fiber, books, and plastic with office at 1400 Sycamore Avenue, in Buena Vista, VA 24416. The Debtor sought protection under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court Western District of Virginia (Bankr. W.D. Va. Case No. 21-50158) on March 26, 2021. In the petition signed by Paul Palma, managing member, the Debtor is estimated with assets between $1 million to $10 million and liabilities within the same range. Judge Paul M. Black is assigned to the case. Woods Rogers PLC represents the Debtor as counsel. Bank of Fincastle, as lender, is represented by Peter M. Pearl, Esq., at Spilman Thomas & Battle, PLLC. AUTOMOTORES GILDEMEISTER: Unsecureds Unimpaired in Plan ------------------------------------------------------- Automotores Gildemeister SpA, et al., submitted a Third Amended Disclosure Statement. The deadline for Holders of Claims relating to the 7.5% Notes due 2025 and Holders of the Unsecured Notes Claims and Related Party Claims to accept or reject the Plan is 5:00pm (Prevailing Eastern Time) on May 18, 2021 (the "Voting Deadline") unless the Debtors, with the prior consent of the Required Consenting Noteholders, and from time to time, extend the Voting Deadline. To be counted, the ballot (the "Ballot") or master ballot (the "Master Ballot") indicating acceptance or rejection of the Plan must be received by the Debtors' notice, claims, and balloting agent ("Prime Clerk" or the "Balloting Agent") no later than the Voting Deadline. Holders of 7.5% Notes due 2025 will be entitled to vote BOTH their 7.5% Notes due 2025 Secured Claims in Class 4 and their 7.5% Notes due 2025 Unsecured Deficiency Claims in Class 5. As of December 31, 2020, the Debtors had outstanding debt in the aggregate principal amount of approximately US$566,690,000 consisting primarily of approximately US$509,806,002 in outstanding principal amount under their 7.5% Notes due 2025 (as defined in the Plan, or the "Secured Notes"). The Debtors are very pleased to report that after extensive, good faith negotiations with certain of the holders of the 7.5% Notes due 2025, the Plan embodies a settlement among the Debtors and their key creditor constituencies on a consensual transaction that will reduce the Debtors' debt service obligations and position the Debtors for continued operations. To evidence their support of the Debtors' restructuring plan, Senior Secured Noteholders representing approximately 72.5% of the aggregate outstanding principal amount of the 7.5% Notes due 2025 (the "Consenting Noteholders") have executed the Restructuring and Plan Support Agreement, dated as of March 31, 2021 (the "RSA"), which provides for the implementation of the restructuring through an expedited chapter 11 process and commits the Consenting Noteholders and the Debtors to support the Plan subject to the terms and conditions of the RSA. Additional holders of the 7.5% Notes due 2025, who, in the aggregate hold approximately $36,388,618 in principal amount, or approximately 7.1% of the outstanding 7.5% Notes due 2025, subsequently executed joinder agreements to the RSA (the "Joining Consenting Noteholders"). Together, the Ad Hoc Group of Consenting Noteholders and the Joining Consenting Noteholders hold approximately 79.6% of the outstanding 7.5% Notes due 2025. As part of their obligations under the RSA, certain of the Consenting Noteholders (the "DIP Lenders") have agreed to provide post-petition financing to the Debtors, subject to the terms and conditions set forth in the RSA, the DIP Term Sheet, and the definitive documentation relaed to the DIP Credit Facility. Prior to and after the commencement of solicitation, the Debtors actively engaged in negotiations and discussions with Baion Group, LLC ("Baion"), a Holder of the 7.5% Notes due 2025 and Unsecured Legacy Notes, regarding the treatment of claims under the Debtors' proposed Plan. As a result of continued negotiations among the parties, the Debtors, the Consenting Noteholders, and Baion agreed to certain modifications of the Plan, which are reflected in the Debtors' Amended Joint Prepackaged Chapter 11 Plan. On April 22, 2021, Baion executed that certain Additional Noteholder Restructuring Support Agreement (the "Additional Noteholder RSA"), by and among Baion and Gildemeister, which attached certain modifications to the Plan. On April 28, 2021, the Bankruptcy Court entered an order, authorizing the Debtors' entry into the Additional Noteholder RSA. With the addition of Baion, 94.0% of those who hold Claims in Class 4 (the 7.5% Notes due 2025 Secured Claims), and 82.7% of those who hold or will hold Claims in Class 5 (consisting of the 7.5% Notes due 2025 Unsecured Deficiency Claims, Unsecured Notes Legacy Claims and the Related Party Claims) have agreed to support the Plan. After giving effect to the following transactions contemplated by the RSA and the Plan, the Debtors will emerge from chapter 11 appropriately capitalized to support their emergence and going-forward business needs. On the Plan Effective Date, the Reorganized Debtors shall issue: (i) a senior tranche of secured notes (the"New Senior Tranche Secured Notes"), (ii) a junior tranche of secured notes (the "New Junior Tranche Secured Notes", and together with the New Senior Tranche Secured Notes, the "New Secured Notes"), and (iii) a subordinated tranche of unsecured notes (the "New Subordinated Notes" and together with the New Secured Notes, the "New Notes"), which shall have the terms indicated in the RSA and as described in Section VII.A(i). On the Plan Effective Date, the New Notes will be distributed to the holders of DIP Claims, 7.5% Notes due 2025 Secured Claims, and Unsecured Notes and Related Party Claims in accordance with the Plan. On or prior to the Plan Effective Date, a newly formed holding company structured as a sociedad por acciones under the laws of Chile shall be formed ("Chile Holdco" and together with the Reorganized Debtors, the "Reorganized Business"). Upon implementation of the Restructuring Transactions on the Plan Effective Date, Chile Holdco shall hold all of the equity interests in Reorganized Gildemeister (the "Reorganized Gildemeister Common Stock") from and after the Plan Effective Date. On the Plan Effective Date, Chile Holdco shall issue (i) a single class of common equity interests with 100% economic and voting rights (the "Chile Holdco Stock") and having a paid in capital value of $44.3 million, and (ii) bonds in an aggregate principal amount of $132.8 million (the "Chile Holdco Bonds", and together with the Chile Holdco Stock, the "Chile Holdco Securities"). On the Plan Effective Date, the Chile Holdco Securities will be distributed to USA Holdco in accordance with the Plan. On or prior to the Plan Effective Date, a newly formed holding company structured as a limited liability company under the laws of Delaware shall be formed ("USA Holdco"), which, due to its ownership of Chile Holdco, will indirectly hold 100% of the equity interests in the Reorganized Business from and after the Plan Effective Date. On the Plan Effective Date, USA Holdco shall issue a single class of limited liability company units with 100% economic and voting rights (the "USA Holdco LLC Units") to the holders of the 7.5% Notes due 2025 Secured Claims in accordance with the Plan. On the Plan Effective Date: * Each holder of an Allowed DIP Claim (including all principal, accrued and unpaid interest, fees and expenses and non-contingent indemnity claims) shall have their DIP Expenses paid in full in Cash and, with respect to the remaining DIP Claims, at the Reorganized Debtors' option, the Reorganized Debtors shall pay such DIP Claims (i) dollar for dollar with New Senior Tranche Secured Notes, or (ii) full Cash payment of the then unpaid balance of the DIP Claims. * Except as otherwise expressly provided in the Plan, each holder of an Allowed Administrative Claim shall receive payment in full in cash. * Each holder of an Allowed Priority Tax Claim shall receive treatment in a manner consistent with Section 1129(a)(9)(C) of the Bankruptcy Code. * Each holder of an Allowed Other Secured Claim shall receive, at the Debtors' option subject to the consent of the Required Consenting Noteholders: (a) payment in full in cash; (b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed Other Secured Claim; or (d) such other treatment rendering its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. * Each holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code. * Each holder of an Allowed Prepetition Bank Financing Claim shall have their claim Reinstated. * The 7.5% Notes due 2025 Secured Claims shall be Allowed in an amount of $409,300,000. On the Plan Effective Date (or as soon as practicable thereafter), each holder of an Allowed 7.5% Notes due 2025 Secured Claim shall receive: - If such holder is not a Cash-Out Electing Holder (a "Non-Cash-Out Electing Holder"), shall receive with respect to such holder's Allowed 7.5% Notes due 2025 Secured Claims (i) $0.56046 in principal amount of New Junior Tranche Secured Notes for each $1.00 of Allowed 7.5% Notes due 2025 Secured Claims held by such holder, (ii) $0.19789 in principal amount of New Subordinated Notes for each $1.00 of Allowed 7.5% Notes due 2025 Secured Claims held by such holder, and (iii) its Pro Rata Share (based on the proportion that such Non-Cash-Out Electing Holder's Allowed 7.5% Notes due 2025 Secured Claims bears to the sum of all Allowed 7.5% Notes due 2025 Secured Claims held by all Non-Cash-Out Electing Holders) of 100.0% of the USA Holdco LLC Units3; or - If such holder of an Allowed 7.5% Notes due 2025 Secured Claim has affirmatively made a Plan Election on its Letter of Transmittal on or prior to the Distribution Election Deadline to receive a Cash-Out Distribution on its Ballot (a "Cash-Out Electing Holder"), shall receive with respect to such holder's Allowed 7.5% Notes due 2025 Secured Claims Cash in an aggregate amount equal to 18.6833% of such holder's Allowed 7.5% Notes due 2025 Secured Claim (a "Cash-Out Distribution") and such holder shall be deemed to have waived any distribution under the Plan under Class 5 on account of its Allowed 7.5% Notes due 2025 Unsecured Deficiency Claims. * The Unsecured Notes and Related Party Claims shall be Allowed in the following amounts: (i) $111,796,081 of 7.5% Notes due 2025 Unsecured Deficiency Claims, (ii) $9,858,106 of 7.5% Notes due 2021 Claims, (iii) $23,205,373 of 8.25% Notes due 2021 Claims, and (iv) $2,664,771 of 6.75% Notes due 2023 Claims, which, in each case, for the Claims described in sub-clauses (ii) through (iv) includes the aggregate principal amount of such Claims and any accrued and unpaid interest through the Petition Date, (v) the Minvest Loan Claim shall be allowed in the amount of $1,643,500, and (vi) the Share Purchase Agreement Claim shall be allowed in the amount of $300,000. On the Plan Effective Date (or as soon as practicable thereafter), in full and final satisfaction, settlement, release, discharge of and exchange for each Allowed Unsecured Notes and Related Party Claim, each Holder of an Allowed Unsecured Notes and Related Party Claim shall receive: - if such holder is not a New Junior Tranche Secured Notes Substituting Creditor, $0.1939 in principal amount of the New Junior Tranche Secured Notes for each $1.00 of Allowed Unsecured Notes and Related Party Claims held by such holder; or - if such holder (i) voted to accept the Plan and (ii) affirmatively elects on its Letter of Transmittal on or prior to the Distribution Election Deadeline to receive such holder's New Junior Tranche Secured Notes Substitute Distribution (a "New Junior Tranche Secured Notes Substituting Creditor"): (i) $0.1939 in Cash for each $1.00 of Allowed Unsecured Notes and Related Party Claims held by such New Junior Tranche Secured Notes Substituting Creditor subject to a total aggregate cap on all Cash distributions payable to all electing New Junior Tranche Secured Notes Substituting Creditors of $3,000,000 (the "Cash Distribution Cap"); provided, that, to the extent the total Allowed Unsecured Notes and Related Party Claims held by all New Junior Tranche Secured Notes Substituting Creditors would result in Cash distributions under this clause exceeding the Cash Distribution Cap, the Disbursing Agent shall allocate the Cash distributions not exceeding the Cash Distribution Cap proportionally among the Allowed Unsecured Notes and Related Party Claims held by the New Junior Tranche Secured Notes Substituting Creditors (based on the proportion that each such New Junior Tranche Secured Notes Substituting Creditor's Allowed Unsecured Notes and Related Party Claim bears to the sum of all Allowed Unsecured Notes and Related Party Claims held by all New Junior Tranche Secured Notes Substituting Creditors); and (ii) $0.1939 in aggregate principal amount of New Junior Tranche Secured Notes for each $1.00 of Allowed Unsecured Notes and Related Party Claims for which no Cash distribution was made pursuant to clause 3.2(e)(3)(B)(i) due to the Cash Distribution Cap (together, (i) and (ii), a "New Junior Tranche Secured Notes Substitute Distribution"). * Each holder of an Allowed General Unsecured Claim shall be, at the option of the applicable Debtor or Reorganized Debtor, (a) Reinstated or (b) paid in full in cash. * Each holder of an Allowed Intercompany Claim shall have its Claim (a) Reinstated or (b) cancelled, released, and extinguished and without any distribution, in each case, at the Debtors' election subject to the consent of the Required Consenting Noteholders. * Each holder of an Existing Equity Interest other than in Gildemeister shall have such Interest (a) Reinstated or (b) cancelled, released, and extinguished and without any distribution, in each case, at the Debtors' election with the consent of the Required Consenting Noteholders and to the extent permitted under local law. * Each Existing Equity Interest in Gildemeister, including, without limitation, each Existing Preferred Equity Interest in Gildemeister, each Existing Common Equity Interest in Gildemeister, and each Existing Series A Warrant and Existing Series B Warrant in Gildemeister shall be redeemed, cancelled, and released. Proposed Counsel to the Debtors: Adam Brenneman Jane VanLare CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 A copy of the Disclosure Statement is available at https://bit.ly/3y7nSXB from Primeclerk, the claims agent. About Automotores Gildemeister Headquartered in Santiago, Chile, Automotores Gildemeister SpA is one of the largest car importers and distributors in Chile and Peru operating a network of company-owned and franchised vehicle dealerships. Its principal car brand is Hyundai, for which it is the sole importer in both of its markets. For the last 12 months ended June 30, 2020, AG reported consolidated net revenues of $770 million, of which 95.2% correspond to sales in Chile and Peru, its key markets. Automotores Gildemeister SpA and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21010685) in New York on April 12, 2021. The Hon. Lisa G Beckerman is the case judge. Automotores was estimated to have $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel; Cariola, Dez, Prez-Cotapos and Bruzzone & Gonzlez Abogados as special Chilean counsel; Rothschild & Co Us Inc. and Asesorias Financieras Rp Spa as investment bankers; and FTI Consulting Canada ULC as financial advisor. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. B & S DEVELOPMENT: Seeks to Hire Vanecia Belser Kimbrow as Counsel ------------------------------------------------------------------ B & S Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire the Law Office of Vanecia Belser Kimbrow as its legal counsel. The firm will render these services: a) assist and advise the Debtor relative to the administration of its Chapter 11 proceeding; b) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; c) represent the Debtor before the bankruptcy court and advise the Debtor on pending litigation, hearings, motions, and decisions of the court; d) advise the Debtor regarding applications, orders, and motions filed with the bankruptcy court by third parties; e) attend meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; f) communicate with creditors and other parties in interest; g) prepare legal papers; h) confer with other professionals retained by Debtor and other parties in interest; i) negotiate and prepare the Debtor's Chapter 11 plan, related disclosure statement, and all related agreements and documents and take any necessary actions to obtain confirmation of the plan; and j) perform all other necessary legal services in connection with the Debtor's Chapter 11 case. The firm will be paid at these rates: Vanecia Belser Kimbrow $450 per hour Attorneys $350 to $550 per hour Paralegal $200 to $400 per hour Law Office of Vanecia Belser Kimbrow is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code and modified by Section 1107(b), according to court papers filed by the firm. The firm can be reached through; Vanecia Belser Kimbrow, Esq. Law Office of Vanecia Belser Kimbrow 1011 W. Poplar, Suite 5 Collierville, TN Collierville, TN 38017 Phone: 9018707965 Email: belserkimbrolaw@gmail.com About B & S Development B & S Development, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.21-20894) on March 18, 2021, listing $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge M. Ruthie Hagan oversees the case. Vanecia Belser Kimbrow, Esq., at the Law Office Of Vanecia Belser Kimbrow represents the Debtor as legal counsel. BAUMANN & SONS: Unsecureds Will Recover Greater Than 30% in Plan ---------------------------------------------------------------- Baumann & Sons Buses, Inc., et al., submitted a Second Amended Joint Plan of Liquidation and a corresponding Disclosure Statement. As stated in the Disclosure Statement Approval Order, the Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan for June 16, 2021, at 10:00 a.m./p.m. Holders of Claims and other parties in interest may attend this hearing. Objections to confirmation of the Plan must be filed on or before June 9, 2021, at 5:00 p.m. (EST). All ballots with respect to the Plan must be completed in full and signed to be counted in the tabulation of the votes and must be received by the Voting Agent no later than 5:00 p.m. (EST) on June 7, 2021. At this point in the Chapter 11 Cases, the Debtors have liquidated substantially all of their assets through Bankruptcy Court-approved sale transactions and no longer maintain active business operations. Presently, their estates continue to be administered jointly for wind-down purposes and under the Bankruptcy Court's supervision The Plan will treat claims as follows: * Class 3 (Local 252 Priority Claim). In accordance with the Local 252 Settlement Term Sheet, on the Effective Date, the Local 252 Priority Claim shall be Allowed as a Class 3 Priority Claim in the amount distributable to Local 252 pursuant to Section 4.3 of the Plan, up to $1,134,934, representing $1,111,766, in member entitlements and $23,168 in fees due Local 252. The balance of $81,816 asserted on account of the prepetition grievance award shall be Allowed as a Class 4 General Unsecured Claim. On the Effective Date, or as soon thereafter as is reasonably practical, Local 252 shall receive an aggregate amount in Cash equal to 20% of the Baumann District Litigation Net Proceeds. Payment of the Allowed Class 3 Priority Claim shall remain contingent in nature and payable only from the Baumann District Litigation Net Proceeds as and when such proceeds are obtained by the Debtors. If and when $1,134,934.32 is distributed to Local 252 on the Local 252 Priority Claim, Local 252 shall not receive any further distributions from the Baumann District Litigation Net Proceeds. * Class 4 General Unsecured Claims. Creditors will recover greater than 30% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive their pro rata share from the remaining portion of the Plan Consummation Fund, after satisfaction in full of senior Claims (but not including Class 3) and until the Class 5 Participation Threshold has been achieved. Class 4 is impaired. The Plan will be funded by a combination of the proceeds of sale of the Debtors' Assets, the Insider Settlement Contribution, and proceeds from liquidation of remaining Assets, including Causes of Action. Attorneys for the Debtors and Debtors: Sean C. Southard Lauren C. Kiss KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 320 Old Country Road, Suite 203 Garden City, New York 11530 Tel: (212) 972-3000 Fax: (212) 972-2245 A copy of the Disclosure Statement is available at https://bit.ly/3o7BTAe from PacerMonitor.com. About Baumann & Sons Buses Baumann & Sons Buses, Inc. and ACME Bus Corp., along with their non-debtor parent and two affiliates, operated a large school bus transportation concern with contracts with a number of school districts in Nassau, Suffolk and Westchester Counties. On May 27, 2020, Nesco Bus Maintenance and several other creditors filed involuntary petitions under Chapter 7 of the Bankruptcy Code against Baumann & Sons and ACME Bus in the U.S. Bankruptcy Court for the Eastern District of New York. On July 1, 2020, the court converted the cases to cases under Chapter 11 (Bankr. E.D.N.Y. Lead Case No. 20-72121). On Aug. 3, 2020, Baumann & Sons' affiliates, ABA Transportation Holding Co. Inc., Brookset Bus Corp. and Baumann Bus Company, Inc., each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The cases are jointly administered with Baumann & Sons (Bankr. E.D.N.Y. Case No. 20-72121) as the lead case. Judge Robert E. Grossman oversees the cases. The Debtors tapped Klestadt Winters Jurellersouthard & Stevens, LLP as bankruptcy counsel, Smith & Downey, PA as special counsel, Joseph A. Broderick, P.C. as accountant, and Boris Benic and Associates LLP as auditor. Omni Agent Solutions is the Debtors' administrative agent The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 27, 2020. The committee selected SilvermanAcampora, LLP as its bankruptcy counsel and Ryniker Consultants, LLC as its financial advisor. On March 29, 2021, the Debtors filed their joint Chapter 11 plan of liquidation. BLACK DIRT: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Black Dirt Farm, LLC. 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 assets of up to $10 million and liabilities of up to $1 million. Judge B. Mckay Mignault oversees the case. 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 bookkeeper. BOY SCOUTS OF AMERICA: Says Disclosure Lacks Financial Information ------------------------------------------------------------------ Andrew R. Vara, the United States Trustee for Region 3, objects to the Disclosure Statement for the Amended Chapter 11 Plan of Reorganization for Boy Scouts of America and Delaware BSA, LLC. As the centerpiece of their Plan, the Debtors have proposed a complex series of releases and injunctions that will channel their tort liability, along with the tort liability of certain non-debtor affiliates and "representatives" (and, depending on the specific version of the Plan confirmed, numerous other non-debtors) to a Settlement Trust that will become the sole source of recovery for persons asserting abuse claims against the Debtors and other Protected Parties. The proposed Channeling Injunction resembles the injunctions that have historically been featured in chapter 11 cases involving product liability claims for which injuries and claims are expected to arise indefinitely into the future. But as the Debtors themselves seem to acknowledge, the use of such an injunction is novel in a case such as this, which involves only past torts with no latency period. The legality and enforceability of the Channeling Injunction is ultimately a question for confirmation. But it is the obligation of the Debtors to demonstrate that their Plan is capable of proceeding to confirmation and the Disclosure Statement remains deficient in this regard. Apart from a few passing references to section 105 of the Bankruptcy Code and the Court's equity powers, the Disclosure Statement does not identify any legal authority for the Channeling Injunction, nor does the Disclosure Statement attempt to reconcile this relief with the stringent limitations placed by this Court on non-consensual third-party releases. The United States Trustee reserves judgment on whether the Plan ultimately will be confirmable, but the Disclosure Statement should not be approved until the Debtors have at the very least elucidated the legal argument on which they intend to rely. Even assuming that the Debtors can meet this burden, there remain several other deficiencies in the Disclosure Statement, which should prevent its approval, notwithstanding its recent amendments. In particular: * The Disclosure Statement continues to lack critical financial information necessary to allow creditors to meaningfully evaluate their treatment under the Plan, including information regarding the funding of the Settlement Trust; * The Disclosure Statement lacks clarity about the effect of certain injunctions, making it difficult for creditors to ascertain which causes of action will (or will not) be subject to a release or the Channeling Injunction; * The Plan proposes an overly broad "exculpation" provision and improperly seeks to effect a non-consensual release of administrative and tax claims; * The terms of the Settlement Trust impermissibly reward or punish individual creditors based solely on whether they voted to confirm or reject the Plan; * The Plan and Solicitation Procedures unreasonably impair the ability of creditors to dissent from or "opt out" of certain allegedly consensual releases, which are to be proposed in connection with Plan balloting; and * The Solicitation Procedures set forth an unreasonably compressed calendar and restrictive balloting procedure that may unfairly disenfranchise many abuse victims and other creditors from participating in the confirmation process. 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. BRAINSTORM INTERNET: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Brainstorm Internet 2347 Curtis St. Denver, CO 80205-2627 Business Description: Brainstorm Internet is a wired telecommunications carrier. Chapter 11 Petition Date: May 12, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-12549 Debtor's Counsel: Jessica Hoff, Esq. HOFF LAW OFFICES, P.C. 6400 Fiddlers Green Cir Ste 250 Greenwood Vlg, CO 80111-5075 Tel: (720) 739-3599 E-mail: jhoff@hofflawoffices.com Total Assets: $1,044,617 Total Liabilities: $276,282 The petition was signed by Jawaid Bazyar, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FE6NGLA/Brainstorm_Internet__cobke-21-12549__0001.0.pdf?mcid=tGE4TAMA BRAZOS ELECTRIC: Has $350 Million Bankruptcy Loan From JPMorgan --------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Brazos Electric Power Cooperative has a commitment from JPMorgan Chase & Co. for a debtor-in-possession loan as large as $350 million, court papers show. JPMorgan may syndicate the loan, per court papers. Deal structured as a revolving credit facility with $150 million available upon interim bankruptcy court approval. 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. BRAZOS ELECTRIC: Seeks to Obtain Up to $350-Mil in DIP Funds ------------------------------------------------------------ Brazos Electric Power Cooperative, Inc., sought the approval of the U.S. Bankruptcy Court for the Southern District of Texas to: (a) obtain post-petition financing arranged by JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, of up to $350 million in new money revolving credit facility, of which $150 million will be available immediately upon entry of the Interim DIP Order; (b) authorize the Debtor's use of the cash collateral; (c) grant liens and provide claims with super-priority administrative expense status; (d) grant adequate protection to its Pre-petition Revolving Lenders and the Rural Utilities Service (RUS) Parties. The material terms of the DIP Credit Facility are: * Borrower: Brazos Electric Power Cooperative, Inc. * DIP Agent: JPMorgan Chase Bank, N.A. * DIP Lenders: The lenders from time to time party to the DIP Credit Agreement * DIP Facility and Borrowing Limits: The DIP Facility shall consist of: a. Revolving DIP Facility. A new money revolving credit facility in the aggregate principal amount of $350 million. Upon entry of the Interim DIP Order, the Debtor shall be authorized to borrow up to the aggregate amount of $150,000,000 (plus interest and fees) pending the entry of the Final DIP Order. b. DIP/LC Sub-facility. Up to $200 million available through a sub-facility in the form of standby letters of credit. * RUS Roll-Up or the Requirement that Post-petition Loans be Used to Repay Pre-petition Debt: The aggregate principal amount of $350 million of the RUS Secured Obligations (plus accrued and unpaid interest) shall be deemed to be DIP Super-priority Claims against the Debtor upon entry of the Final DIP Order. The RUS Notes, including the RUS Roll-Up Loans, shall continue, absent an RUS Event of Default, to be paid as to principal amortization and accrued interest according to the RUS Debt Documents and the historical pre-petition practice between the RUS Parties and the Debtor, subject to the RUS Parties' receipt of adequate-protection payments under the Interim DIP Order. * Interest Rate: The interest rates under the Revolving DIP Facility will be, at the option of the Borrower, the: a. the Eurodollar Rate (i.e., LIBO Rate/1.00 - Eurocurrency Reserve Requirements) plus the Applicable Rate (i.e., 2.50%), or b. the ABR, which will be computed as the greatest of: -- the Base Rate in effect on such day, -- the NYFRB Rate in effect on such day plus one-half of 1%, and -- the LIBO Rate for Eurodollar Rate Loans plus 1.00% plus the Applicable Rate (i.e., 1.50%). * Default Interest Rate: The Default Interest Rate shall be an additional 2.00% in excess of the applicable interest rate. * Term: The DIP Facility will mature on the earliest of: a. the date that is 364 days after the Closing Date, subject to an option to extend the Scheduled Maturity Date for 180 days; b. June 17, 2021, if the Final DIP Order has not been entered; c. the consummation of the sale of all or substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code; d. the date of substantial consummation of any Chapter 11 plan of reorganization; or e. the acceleration of any DIP Loans and the termination of any Revolving DIP Commitments as a result of a continuing event of default under the DIP Credit Agreement. * Liens and Priority: As security for the DIP Obligations, effective and automatically perfected immediately upon entry of the Interim DIP Order, DIP Liens in the DIP Collateral, subject and subordinate only to the Carve-Out, will be provided to the DIP Lenders as follows: a. Liens on Unencumbered Property. A first lien on Unencumbered Property pursuant to section 364(c)(2) of the Bankruptcy Code. b. Liens Junior to Certain Other Liens, subject only to the Carve-Out and valid, perfected, and unavoidable liens senior to the Pre-petition Liens, including the Permitted Prior Liens. c. Liens Priming or Pari Passu or Junior with Certain Prepetition Collateral. A lien upon all RUS Collateral that is (i) pari passu with any valid, perfected, and non-avoidable RUS Liens; (ii) senior to the Adequate Protection Liens (except as to the Holding Lender Cash), and (iii) junior and subject only to (A) the Permitted Prior Liens, (B) any valid and enforceable setoff right of the Holding Lenders with respect to the Holding Lender Cash and (C) the Carve Out. For the avoidance of doubt, the DIP Liens shall be senior in all respects to the Adequate Protection Liens, and neither the RUS Liens nor the Adequate Protection Liens shall constitute "Permitted Prior Liens" under the applicable DIP Documents. Use of DIP Loan Proceeds The proceeds of the DIP Facility shall be used, pursuant to the budget, for: (a) collateral requirements for ERCOT and other parties, and to fund adequate protection payments pursuant to any Court order; (b) working capital and general corporate purposes, including capital expenditures; and (c) fees, costs and expenses incurred in connection with the transactions contemplated by the DIP Documents and professional and other fees and costs of administration incurred in connection with the Debtor's Chapter 11 case. Pre-petition Debt Structure Before the Petition Date, the Debtor contracted certain credit arrangements each with Federal Financing Bank, Bank of America N.A., and MUFG Bank, Ltd. As of the Petition Date, the balance in these pre-petition debts aggregate approximately $2.04 billion in principal amount (excluding interest, obligations under various hedging arrangements, letters of credit, and other charges). I. Rural Utilities Service (RUS) Secured Notes The Debtor's long-term secured indebtedness is financed through the Federal Financing Bank (FFB), a government corporation that provides financings at favorable, below-market rates, which indebtedness is guaranteed by the United States of America acting through the Rural Utilities Service (RUS), a Rural Development agency of the United States Department of Agriculture (USDA). The notes issued to the Debtor by the FFB, as well as related reimbursement notes to RUS -- should RUS pay FFB under its guarantee of the RUS Secured Notes -- are secured by that certain Indenture of Deed of Trust, Security Agreement, and Financing Statement dated as of June 1, 2010 by and between the Debtor, as grantor, and Regions Bank, as Trustee. Regions Bank as RUS Trustee, FFB and the United States, acting through RUS are the "RUS Parties". FFB has, from time to time, made various loans to the Debtor to fund capital projects. As of the Petition Date, approximately $1.81 billion in principal amount is outstanding under the RUS Indenture. Moreover, the Debtor participates in the "Cushion of Credit" program offered by RUS for direct and guaranteed RUS or FFB loans and obligations, pursuant to which, RUS established and maintains an interest-bearing account with the United States Treasury for the Debtor. The Cushion of Credit Account is administered by RUS and funded on a voluntary basis by the Debtor, with amounts RUS receives from the Debtor that exceed the required payments under the applicable financing documents. The Cushion of Credit Account, once funded, is fully restricted for application to debt service for the RUS Secured Notes. As of the Petition Date, the Debtor's Cushion of Credit Account contains approximately $245 million, which amount is sufficient to pay the Debtor's principal amortization on its current RUS Obligations for the next 23 months. II. The Unsecured Revolving Credit Agreement The Debtor maintains a long-term (maturing in 2023) unsecured line of credit under that certain Second Amended and Restated Credit Agreement, dated as of September 28, 2018 by and among Bank of America N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and the lenders party thereto from time to time. The Revolving Credit Agreement provides the Debtor with a $500 million revolving line of credit, which bears interest at 1.11% (as of February 26, 2021). As of the Petition Date, approximately $479.98 million in principal amount is outstanding under the Pre-petition Revolving Facility (excluding issued but undrawn letters of credit, which use the remaining approximately $20 million in commitments under the Pre-petition Revolving Facility). III. The MUFG Letter of Credit Agreement The Debtor is party to that certain unsecured Continuing Letter of Credit Agreement (For Standby Letters of Credit) dated as of June 18, 2019 with MUFG Bank, Ltd., which Credit Agreement provides for MUFG Bank to issue, in its sole discretion from time to time, irrevocable letters of credit in favor of counterparties or obligees of the Debtor in connection with its business. As of the Petition Date, there are $99.2 million in letters of credit issued under the MUFG L/C Agreement. Adequate Protection for Use of Cash Collateral The Debtor seeks to provide its pre-petition creditors the following adequate protection for the use of cash collateral: (I) Adequate Protection of the RUS Parties. a. Adequate Protection Liens * Lien on Unencumbered Property, which consists of a valid, binding, continuing, enforceable, fully-perfected lien and mortgage on, and security interest in, the Unencumbered Property, junior and subject only to the DIP Liens and subject to the Carve Out and pari passu with the Revolving Adequate Protection Liens; and * Liens Junior to Certain Existing Liens, which consist of a valid, binding, continuing, enforceable, fully-perfected junior lien on, and security interest in all tangible and intangible pre-petition and post-petition property in which the Debtor has an interest that is subject to a valid, binding, enforceable and perfected lien or security interest as of the Petition Date, or a lien perfected after the Petition Date pursuant to Section 546(b) of the Bankruptcy Code, in each case junior and subject to the DIP Liens, the RUS Liens, and the Carve Out and pari passu with the Revolving Adequate Protection Liens. b. Super-priority Claim Super-priority claims in the amount of the RUS Adequate Protection Amount for the benefit of the RUS Parties against the Debtor, which shall be junior and subject to the DIP Super-priority Claims and the Carve Out and pari passu with the Revolving 507(b) Claims. c. Periodic Payments The Debtor shall provide the RUS Parties with periodic cash payments for interest at the non-default rate applicable on the Petition Date on the RUS Secured Obligations (including the RUS Roll Up), payable on the payment dates pursuant to the RUS Debt Documents as if the Chapter 11 case had not occurred. The RUS Parties agree to apply amounts in the Cushion of Credit to make periodic payments in an amount equal to principal amortization applicable on all of the RUS Secured Obligations payable on the payment dates and in the amounts provide under the RUS Debt Documents as if the Chapter 11 case had not occurred. d. Fees and Expenses The RUS Parties will receive reimbursement for the reasonable and documented pre-petition and post-petition fees and expenses incurred related to the employment of certain professionals in connection with the Debtor's Chapter 11 case. e. Segregation of Power Proceeds The Debtor shall, pursuant to the Second Interim Cash Collateral Order, continue to deposit all payments actually received by the Debtor for power provided under each of the "all-requirements" wholesale power contracts between the Debtor and any of its member distribution cooperatives in a segregated bank account created for that purpose. The Debtor shall not deposit or otherwise commingle any other funds from the Debtor's business with Power Proceeds held in the Power Proceeds Account. The RUS Parties, however, consent that the Debtor may use Power Proceeds and make withdrawals and disbursements from the Power Proceeds Account in the ordinary course of business, as well as for payments towards the DIP Obligations, funding collateral requirements and performing under other agreements and the purchases of gas and/or power on the spot market, including prepayment thereof or posting cash collateral with respect thereto, provided that the Debtor shall redeposit immediately to the Power Proceeds Account any cash received as a result of adjustments to such collateral postings. (II) Adequate Protection of the Prepetition Revolving Lenders. f. Adequate Protection Liens * Liens on Unencumbered Property, which consist of a valid, binding, continuing, enforceable, fully-perfected lien and mortgage on, and security interest in, the Unencumbered Property, junior and subject only to the DIP Liens and the Carve Out and pari passu with the RUS Adequate Protection Liens; and * Liens Junior to Certain Existing Liens, which consist of a valid, binding, continuing, enforceable, fully-perfected junior lien on, and security interest in all tangible and intangible pre-petition and post-petition property in which the Debtor has an interest that is subject to a valid, binding, enforceable, and perfected lien or security interest as of the Petition Date or a lien perfected after the Petition Date pursuant to section 546(b) of the Bankruptcy Code, in each case junior and subject to the DIP Liens, the RUS Liens, and the Carve-Out and pari passu with the RUS Adequate Protection Liens. g. Super-priority Claim Super-priority claims in the amount of the Revolving Adequate Protection Amount (for the benefit of the Pre-petition Revolving Lenders against the Debtor), which shall be junior and subject to the DIP Super-priority Claims and the Carve-Out and pari passu with the RUS 507(b) Claims. The Debtor submits that the DIP Facility represents the most favorable post-petition financing alternative available under the circumstances. The Debtor said the DIP Facility provides it with the runway and flexibility it needs to further stabilize post-petition operations and to evaluate and pursue restructuring alternatives to maximize the value of its estate for the benefit of all stakeholders. A copy of the DIP Motion is available for free at https://bit.ly/33AZqQx from Stretto, claims agent. The Court will hear the request on May 18, 2021 at 1 p.m. (prevailing Central Time). It is anticipated that all persons will appear telephonically and may also appear via video at this hearing. About 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. 21-0725) 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. BROOKLYN IMMUNOTHERAPEUTICS: Dr. Erich Mohr Elected as Director --------------------------------------------------------------- The board of directors of Brooklyn Immunotherapeutics, Inc. elected Erich Mohr, Ph.D, to serve as a member of the Board, with a term effective on May 7, 2021 and continuing until the Company's 2021 annual meeting of stockholders. It is expected that Dr. Mohr will be appointed to the Board's compensation committee. Dr. Mohr serves as the chairman of Oak Bay Biosciences Inc., a developmental biotechnology company focused on treatments for Stargardt disease. Since 2006 Dr. Mohr has been the founder, chairman and chief executive officer of MedGenesis Therapeutix Inc., a biopharmaceutical company that commercializes treatments for Parkinson's disease. From 2002 to 2005, Dr. Mohr served as the executive vice president and chief scientific officer of PRA International, a clinical research organization that provided drug development services to pharmaceutical and biotechnology companies. From 1995 to 2002, Dr. Mohr was the founder, chairman and chief executive officer of CroMedica International, which later merged with PRA International. Dr. Mohr received a MSc and Ph.D from University of Victoria, British Columbia, Canada, and a BA and BSc from University of the Pacific. He is 67 years old. There are no family relationships between Dr. Mohr and any of the Company's existing directors or its executive officers, and Dr. Mohr has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934. Resignation of Yiannis Monovoukas as Director On May 6, 2021, Yiannis Monovoukas notified the Board of his intention to resign as a director effective in connection with the Board's identification and election of an additional new director. Mr. Monovoukas's resignation as a director was effective as of May 7, 2021, upon the appointment of Erich Mohr to the board. The Company said the resignation of Mr. Monovoukas was not the result of any disagreement relating to its operations, policies or practices. About Brooklyn ImmunoTherapeutics Brooklyn (formerly NTN Buzztime, Inc.) is focused on exploring the role that cytokine-based therapy can have in treating patients with cancer, both as a single agent and in combination with other anti-cancer therapies. The company is also exploring opportunities to advance therapies using leading edge gene editing/cell therapy technology through its option agreement with Factor Bioscience/Novellus. Brooklyn's most advanced program is studying the safety and efficacy of IRX-2 in patients with head and neck cancer. In a Phase 2A clinical trial in head and neck cancer, IRX-2 demonstrated an overall survival benefit. Additional studies are either underway or planned in other solid tumor cancer indications. NTN Buzztime reported a net loss of $4.41 million for the year ended Dec. 31, 2020, compared to a net loss of $2.05 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.74 million in total assets, $2.89 million in total liabilities, and $851,000 in total shareholders' equity. San Diego, California-based Baker Tilly US, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company incurred a significant net loss for the year ended Dec. 31, 2020 and as of Dec. 31, 2020 had a negative working capital balance, and does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. These factors raise substantial doubt about the Company's ability to continue as a going concern. CANADIAN RIVER: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 6 on May 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Canadian River Ranch LLC. About Canadian River Ranch Canadian River Ranch, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-60163) on April 9, 2021. The case is jointly administered with the Chapter 11 case (Bankr. W.D. Texas Case No. 21-60162) filed by Daryl Smith, the Debtor's managing member. Judge Ronald B. King oversees the Debtor's case. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Munsch, Hardt, Kopf & Harr, P.C. represents the Debtor as legal counsel. CANTERA COURT: Taps Greg T. Murray as Accountant ------------------------------------------------ Cantera Court Complex, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas, to hire Greg T. Murray, PLLC as its accountant. The firm will render these services: a. review the current accounting reports and recommend entries required to reflect the Debtor's current financial condition; b. complete monthly operating reports in compliance with U.S. trustee requirements; c. prepare cash flow projections and reports as required by the court and the U.S. trustee; d. supervise the preparation of all payroll tax and sales tax reporting forms required by the federal government and the State of Texas; e. prepare supporting information required to complete federal income tax returns for the Debtor; and f. complete requests for information by the Debtor's attorney. The firm will charge $200 per hour for its services plus out-of-pocket expenses. The firm received a $3,000 retainer from the Debtor. As disclosed in court filings, the firm is a disinterested person under Section 101(14) of the Bankruptcy Code. The firm can be reached through: Greg T. Murray Greg T. Murray, P.L.L.C. 1503 Tarton Lane San Antonio, TX 78231 Tel: (210) 413-9162 Fax: (210) 492-6389 Email: greg@gregmurraycpa.com About Cantera Court Complex Cantera Court Complex, Inc. is the owner and operator of Cantera Court Complex, one of the premier multi-tenant retail centers in Laredo, Texas. It also owns six residential properties doing business as BMW Creative Homes that are under contracts for deed. Cantera Court Complex sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-50044) on April 30, 2021. In the petition signed by Eric Lee Benavides, director, the Debtor disclosed up to $10 million in both assets and liabilities. Catherine S. Curtis, Esq., at Pulman, Cappuccio & Pullen, LLP, is the Debtor's legal counsel. Falcon International Bank, as lender, is represented by Richard E. Haynes III at Trevino Haynes, PLLC. CARBONYX INC: Holders of 96% of Unsecured Claims Propose Plan ------------------------------------------------------------- Frank Rango, Bhavna Patel, River Partners 2012-CBX LLC, C6 Ardmore Ventures, LLC, Ingo Wagner, and Harmir Realty Co. LP (collectively, the "Proponents") propose a Combined Chapter 11 Plan of Reorganization and Disclosure Statement of Carbonyx, Inc. The Proponents represent at least 96.43% of the General Unsecured Claims and will vote to accept the Combined Plan and Disclosure Statement and recommend that all creditors vote to accept the Combined Plan and Disclosure Statement. While the Debtor has listed three assets collectively valued at $18,000, comprised of a Bank of America bank account, office furniture, and a Ford F-150 vehicle, the Proponents have reason to believe that the Debtor's assets have a significantly higher value. First, according to testimony on behalf of the Debtor, the Debtor owns machinery and equipment with an appraised value of $590,000. Further, upon information and belief, the Debtors' assets may include (i) assets in subsidiaries, (ii) intellectual property; (iii) domestic and foreign investments; (iv) construction in process; (v) intercompany receivables; (vi) plant equipment; and (vii) rented property. The Proponents believe that the Debtor has valuable intellectual property that will enable commercial licensees to manufacture metallurgical coke, plus other products using coal as a raw material, commercially. Ingo Wagner has agreed to serve as Chief Restructuring Officer and will market the Debtor's IP. Upon information and belief, since the Petition Date, Founders have improperly utilized IP of the Debtor in their commercial activities. Their intent has been to recreate the business of the Debtor under a different name and without compensation to the Debtor for the use of its intellectual property. Should the Reorganization be approved, Mr. Wagner intends to offer to license the Debtor's IP to Founders at fair market value. Other potential licensees may include Sunshine Recycling, which has also filed a reorganization plan for the Debtor. The capital structure of the reorganized Debtor will be more than sufficient to implement this Amended Plan. The Preferred Shares that will be purchased by Proponents will pay cash dividends only at the discretion of the board of directors of the Reorganized Debtor. The Preferred Shares will not have a mandatory redemption until TBD years following the Effective Date. The Reorganized Debtor will retain forensic accountants to investigate the Debtor's past financial affairs and business dealings to determine if claims exist against the Debtor's former Chief Executive Officer, and whether there are assets that can be recovered and liquidated. Roughly $100 million was invested in the Debtor through equity or debt, and now per the Schedules filed in this Bankruptcy case, virtually nothing remains. Investors under the leadership of the late Mukesh Patel funded approximately $60,000,000 of the total $100,000,000 investment into the Debtor, with Proponents alone investing over $26,000,000. The Proponents believe that the forensic investigation should be able to answer the significant questions that exist regarding where the money went. The identity of the forensic accountant will be disclosed in the Plan Supplement. The Plan will treat claims as follows: * Class 3: General Unsecured Claims totaling $35,433,685. Each General Unsecured Claim, to the extent Allowed, shall receive, within 15 days of the Effective Date, its option of (i) payment of its Pro Rata portion of the Creditor Cash Redemption Amount, or (ii) a Pro Rata Distribution in shares of the Post Reorganization Equity. Class 3 is impaired. * Class 4: Existing Equity Interests. Each Existing Equity Interest shall be canceled. Class 4 is impaired. The Proponents propose payment in full in cash to holders of Administrative Expense Claims, Professional Fee Claims, Administrative Tax Claims, Secured Claim, and Other Priority Claims. The Proponents plan to restructure and continue specific business of the Debtor which will bring value to the Reorganized Debtor and holders of Claims. Counsel for the Proponents: Mark A. Platt State Bar No. 00791453 Frost Brown Todd LLC Rosewood Court 2101 Cedar Springs Road, Suite 900 Dallas, TX 75201 Telephone: (214) 545-3472 Facsimile: (214) 545-3473 A copy of the Disclosure Statement is available at https://bit.ly/3eEc9bj from PacerMonitor.com. About Carbonyx Inc. Plano, Texas-based Carbonyx, Inc. filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-40494) on Feb. 18, 2020. In the petition signed by Hasmukh Patel, authorized agent, the Debtor was estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. On Nov. 10, 2020, Linda Payne was appointed as Chapter 11 trustee in the Debtor's case. The Trustee is represented by the Law Offices of Bill F. Payne, PC. CAUSE TECH: Free to Use Cash, Court Says ---------------------------------------- In the Chapter 11 case of Cause Tech, LLC, the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has entered an order deeming that no cash collateral interest exists. The Court says the Debtor's use of cash is deemed to be unconstrained by Section 363 of the Bankruptcy Code. Under the provisions of Sections 361 and 363(e) of the Bankruptcy Code, the Debtor grants in favor of Wells Fargo Bank as security for all indebtedness that is owed by the Debtor to Wells Fargo Bank under its loan documentation and allowed pursuant to the Bankruptcy Code, a perfected post-petition security interest and replacement lien in, to and against the Debtor's accounts, to the same priority, validity and extent that Wells Fargo Bank held a properly perfected pre-petition security interest in such assets as their pre-petition liens. The Order does not bind the estate with respect to the validity, perfection, or amount of any creditor's pre-petition lien claim or debt. A copy of the order is available for free at https://bit.ly/2RbJPEs from PacerMonitor.com. About Cause Tech LLC Cause Tech, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13201) on April 1, 2021. At the time of filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The Debtor is represented by the Law Offices of Malinda L. Hayes. Wells Fargo Bank, N.A., as lender is represented by Dana L. Kaplan. CHESAPEAKE ENERGY: Court Okays Ch. 11 Royalty Suits Deal in Texas ----------------------------------------------------------------- Law360 reports that a Texas bankruptcy judge approved a deal Tuesday, May 11, 2021, that resolves about $150 million in claims levied against reorganized debtor Chesapeake Energy by landowners who say they were underpaid on royalty obligations owed by the debtors. During a virtual hearing, debtor attorney Alexandra Schwarzman of Kirkland & Ellis said the settlement dealt with 139 parties that had commenced lawsuits in Texas state courts going back as far as 2016, and it focused on alleged underpayments of royalties or breaches of lease agreements relating to drilling operations in the Eagle Ford basin in South Texas. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CLEARPOINT CHEMICALS: Unsec. Creditors Owed $18M to Get $1M in Plan ------------------------------------------------------------------- Clearpoint Chemicals, LLC, submitted a First Amended Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtor owns personal property and has secured creditors who hold valid perfected liens on most if not all of its assets. The Court entered a final order authorizing the Debtor to obtain DIP Financing on Nov. 9, 2020. The purpose of obtaining DIP Financing was to meet the Debtor's operational needs that were not funded by its operations in the initial stages of the Chapter 11 case. The Court limited funding under the mechanism to $600,000 according to forecast expenses over a 13-week budget dated October 23, 2020 allowing for reasonable variances of up to 10% of expenses. The DIP lender, Clearpoint Industries, LLC, is wholly owned by the two principal owners of the Debtor, John Harlan Foster and Todd Randolph Rader. Clearpoint Industries, LLC serves as a conduit for funds loaned directly to it by Clearpoint Polymers, LLC (also owned by Foster and Rader) and by Foster and Rader personally. The Debtor has drawn approximately $425,000 under this facility. The Debtor will restructure and shall fully pay all secured claims over a period of 60 months with a balloon payment at the end of the 60-month term. Repayment will consist of monthly payments of principal and interest at the rate of 5.25% per annum based on a seven-year self-amortizing schedule. Each secured creditor shall retain its liens and lien priority. The Debtor estimates that the total amount of its general non-priority unsecured claims is $17,858,515. The Debtor forecasts net cash flow over its 5-year budget projections to be $1,748,773. The Debtor proposes to pay into the Unsecured Creditors Fund the sum of $1 million over a five year term in five annual payments of $200,000 each. Each holder of an allowed non-priority unsecured claim shall receive an annual payment from the Unsecured Creditor Fund based on its pro-rata share of the total amount to be distributed. The Plan also provides for a $50,000 paydown of the DIP Financing facility on the Effective Date, and a rollover of the loan for 12 months. The Debtor shall continue to operate its chemical supply and mixing business and all related activities. All distributions required under the Plan shall be made from future revenues from the Debtor's business, including financing transactions as appropriate. Counsel for the Debtor: Lawrence B. Voit Alexandra K. Garrett Matthew C. Butler SILVER, VOIT & GARRETT Attorneys at Law, P.C. 4317-A Midmost Drive Mobile AL 36609-5589 Telephone: 251-343-0800 A copy of the Disclosure Statement is available at https://bit.ly/3ocyos1 from PacerMonitor.com. About Clearpoint Chemicals Clearpoint Chemicals, LLC, operates in the specialty chemical services industry. It develops customer-specific chemical solutions, provides in-house last mile logistics, and delivers on-site application and management, and continued communication and project assessment services. Clearpoint Chemicals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12274) on Sept. 29, 2020. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Jerry C. Oldshue oversees the case. The Debtor tapped Silver, Volt & Garrett as its bankruptcy counsel. R. Tate Young, Esq., an attorney practicing in Houston, and Michael W. Huddleston, Esq., of Munsch, Hardt, Kopf & Harr, P.C. serve as the Debtor's special counsel. CORNERSTONE ONDEMAND: Incurs $12.5-Mil. Net Loss in First Quarter ----------------------------------------------------------------- Cornerstone OnDemand, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $12.45 million on $209.27 million of revenue for the three months ended March 31, 2021, compared to a net loss of $13.78 million on $150.14 million of revenue for the three months ended March 31, 2020. As of March 31, 2021, the Company had $1.99 billion in total assets, $1.71 billion in total liabilities, and $282.64 million in total stockholders' equity. "I'm very pleased with a solid first quarter and a strong start to Cornerstone's fiscal year 2021, despite these unprecedented times," said Phil Saunders, chief executive officer. "We have continued to execute on our transformation roadmap, and while we believe we have an aggressive roadmap to implement this year, we remain confident in our ability to unlock growth and earnings power within the business." Recent Highlights: * The Company announced its Strategic Leader position in the Fosway 9-Grid for Learning Systems for 2021, retaining its leading position for the eighth year in a row. * Cornerstone mobilized internal executive talent to drive innovation for its content business and align international leadership to better support customers worldwide. Heidi Spirgi transitioned into the role of Chief Strategy and Growth Officer, Theresa Damato was named the Company's chief marketing officer, and Vincent Belliveau was appointed chief international officer. "We are proud of our first quarter business and operational accomplishments, and the resulting financial performance," said Chirag Shah, chief financial officer. "We are raising our profitability estimates for 2021 to reflect our positive business trends and the strong start to the year." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1401680/000140168021000021/csod-20210331.htm About Cornerstone Headquartered in Santa Monica, California, Cornerstone -- www.cornerstoneondemand.com -- is a people development company. The Company offers organizations the technology, content, expertise, and specialized focus to help them realize the potential of their people. Featuring comprehensive recruiting, personalized learning, modern training content, development-driven performance management, and holistic employee data management and insights, Cornerstone's people development solutions are used by over 6,000 customers of all sizes, spanning more than 75 million users across over 180 countries and nearly 50 languages. Cornerstone reported a net loss of $39.98 million for the year ended Dec. 31, 2020, a net loss of $4.05 million for the year ended Dec. 31, 2019, and a net loss of $33.84 million for the year ended Dec. 31, 2018. CORONADO CAPITAL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Coronado Capital Investment Inc. About Coronado Capital Investment Coronado Capital Investment, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30264) on April 5, 2021, listing under $1 million in both assets and liabilities. Doug Rutter, principal and sole shareholder, signed the petition. Judge H. Christopher Mott oversees the case. Miranda & Maldonado, PC serves as the Debtor's legal counsel. CPI CARD: Posts $2.4 Million Net Income in First Quarter -------------------------------------------------------- CPI Card Group Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $2.41 million on $89.09 million of total net sales for the three months ended March 31, 2021, compared to net income of $1.76 million on $73.97 million of total net sales for the three months ended March 31, 2020. As of March 31, 2021, the Company had $246.29 million in total assets, $381.87 million in total liabilities, and a total stockholders' deficit of $135.58 million. At March 31, 2021, the Company had $24.9 million of cash and cash equivalents. Of this amount, $0.4 million was held in accounts outside of the United States. "Our first quarter results reflect the strength and commitment of our organization to be the partner of choice to our customers by providing market-leading quality products and customer service," said Scott Scheirman, president and chief executive officer of CPI. "During the quarter, we delivered 20% year over year net sales growth, improved our net income by 37% and grew Adjusted EBITDA 78%, as a result of strong performance across all of our businesses and new customer sales." Scheirman continued, "We continue to focus on our strategic priorities, including our commitment to meeting customers' needs by delivering high quality and differentiated products and services such as our eco-focused payment cards, secure prepaid packaging, personalization solutions and Card@Once, our Software-as-a-Service instant issuance solution. Our strong start to 2021 is encouraging and we believe we are well-positioned to capitalize on market opportunities." The Company extended its debt maturities by approximately five years, and enhanced liquidity by entering into a $50 million secured asset based revolving credit facility. During the first quarter of 2021, the Company recognized a loss on debt extinguishment of $5.0 million and $2.6 million of make-whole interest expense, relating to the termination and repayment of its existing credit facilities as the Company refinanced its debt. In the first quarter of 2021, the Company completed a private offering by its wholly-owned subsidiary, CPI CG Inc., of $310 million aggregate principal amount of 8.625% senior secured notes due March 2026, and concurrently entered into a $50 million secured asset based revolving credit facility maturing in December 2025. The Company used proceeds from the Senior Notes offering and initial borrowings under the ABL Revolver, plus cash on hand, to repay in full and terminate its existing credit facilities and to pay related fees and expenses. As of March 31, 2021, cash and cash equivalents was $24.9 million. Cash provided by operating activities was $0.1 million and capital expenditures were $2.5 million in the first quarter of 2021, yielding Free Cash Flow usage of $2.4 million. This compares with the first quarter of 2020, when cash provided by operating activities was $3.2 million and capital expenditures were $0.9 million, yielding Free Cash Flow of $2.3 million. Year over year, Free Cash Flow decreased $4.6 million, primarily due to changes in working capital to support the business. As of March 31, 2021, total debt principal outstanding was comprised of the $310 million Senior Notes and $15 million of borrowings under the ABL Revolver. At quarter end, $34 million was available for borrowing under the ABL Revolver. "Our solid start to 2021 was punctuated by strong year over year growth in net sales and profitability, and our success in growing the top line contributed to greater operating leverage," said John Lowe, chief financial officer. "The strong results combined with our recent debt refinancing provide flexibility to support our strategic initiatives by extending debt maturities and enhancing liquidity. We are encouraged by our solid execution during the first quarter of 2021 and remain committed to our strategy." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1641614/000155837021006760/pmts-20210331x10q.htm About CPI Card CPI Card Group -- http://www.cpicardgroup.com-- is a payment technology company and provider of credit, debit and prepaid solutions delivered physically, digitally and on-demand. CPI helps its customers foster connections and build their brands through innovative and reliable solutions, including financial payment cards, personalization and fulfillment, and Software-as-a-Service (SaaS) instant issuance. CPI has more than 20 years of experience in the payments market and is a trusted partner to financial institutions and payments services providers. Serving customers from locations throughout the United States, CPI has a large network of high security facilities, each of which is registered as PCI Card compliant by one or more of the payment brands: Visa, Mastercard, American Express, and Discover. As reported by the TCR on March 22, 2021, S&P Global Ratings assigned its 'B-' issue-level to CPI. "The upgrade reflects our view of the materially lower refinancing risk and improved operational performance over the last 12 months. The company's refinanced capital structure will alleviate near-term liquidity concerns and improve its debt maturity profile." * * * This concludes the Troubled Company Reporter's coverage of CPI Card Group until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. DELTA MATERIALS: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has authorized Delta Materials, LLC and Delta Aggregate, LLC to use cash collateral on a final basis. The Debtors are entitled to use cash collateral to pay all ordinary and necessary expenses in the ordinary course of business for the purposes contained in the budget. The Debtors are also authorized to: (a) exceed any line item on the Budget by an amount equal to 10% of each such line item; or (b) exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total Budget. A copy of the order is available for free at https://bit.ly/2R5V814. About Delta Materials, LLC Delta Materials, LLC and Delta Aggregate, LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-13191) on March 12, 2019. Delta Aggregate owns a property located at 9025 Church Road, Felda, Fla., having an appraised value of $22 million. At the time of filing, Delta Materials' assets totaled $22,006,491 and liabilities totaled $10,377,363. Delta Aggregate had total assets of $22,006,491 and total liabilities of $10,377,363. Judge Erik P. Kimball oversees the cases. The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, PA, in Boca Raton, Fla. DLT RESOLUTION: Incurs $504K Net Loss in 2020 --------------------------------------------- DLT Resolution, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $503,929 on $2.16 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $1.04 million on $463,325 of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.52 million in total assets, $2.83 million in total liabilities, and $688,873 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 10, 2021, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1420368/000147793221002971/dlti_10k.htm About DLT Resolution Las Vegas, NV-based DLT Resolution Inc. currently operates in three high-tech industry segments: blockchain applications; telecommunications; and data services which includes image capture, data collection, data phone center services, and payment processing. ELECTRONIC DATA: Bankr. Administrator Unable to Appoint Committee ----------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Middle District of North Carolina disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Electronic Data Magnetics, Inc. About Electronic Data Magnetics Electronic Data Magnetics, Inc., a High Point, N.C.-based company that manufactures and reproduces magnetic and optical media, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10222) on April 22, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Lena M. James oversees the case. Waldrep Wall Babcock & Bailey, PLLC is the Debtor's legal counsel. Its lender, Truist Bank, is represented by Bell, Davis & Pitt, P.A. EQT CORP: Moody's Rates Proposed $1BB Aggregate Unsec. Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to EQT Corporation's proposed new $1 billion aggregate principal amount notes offering (senior unsecured notes due 2026 and senior unsecured notes due 2031). The ratings are on review for upgrade. The proceeds of the notes will be used to partially fund EQT's acquisition of Alta Resources Development, LLC's membership interests in its upstream and midstream subsidiaries for $2.925 billion. Alta is a private northeast Pennsylvania Marcellus Shale dry gas producer. The purchase consists of $1 billion in cash and approximately 105 million shares of EQT common stock issued directly to Alta's shareholders. The transaction is expected to close in the third quarter of 2021, with an effective date of January 1, 2021, and will require approval by EQT shareholders. All other ratings for the company, including its Ba2 Corporate Family Rating (CFR), remain unchanged. The ratings remain under review for upgrade. Assignments: Issuer: EQT Corporation Proposed new Senior Unsecured Notes, Assigned Ba2 (LGD4), Placed Under Review for Upgrade RATINGS RATIONALE EQT's senior unsecured notes including the proposed new unsecured notes are rated Ba2, the same as the company's CFR, because all of the company's long-term debt, which includes a $2.5 billion revolving credit facility (unrated), is unsecured. However, should the company's revolving credit facility become a secured facility the unsecured notes ratings could be downgraded. EQT's ratings review for upgrade reflects a significant improvement in the company's size and scale through its acquisition of Alta assets and an expected improvement in its debt leverage. The Alta acquisition adds about 300,000 net leasehold acres, 1 Bcf/day of production and significant proved reserves to EQT's portfolio of assets. The asset purchase also includes midstream gathering infrastructure that modestly enhances the cash margin of the revenue from the acquired assets. Two-thirds of the purchase price is funded with equity and as a result the transaction is modestly deleveraging in the near-term. Although EQT's debt leverage could potentially be reduced meaningfully over the long-term from the company's enhanced size, the company's absolute debt burden is not likely to be reduced significantly until 2023. The rating review will focus on EQT's pro forma credit metrics following completion of the Alta acquisition including its finding and development costs and capital efficiency, its combined unit economics, free cash flow generation, its ability and willingness to repay and reduce its debt balances, its leverage metrics, and the execution and integration risk of this transaction. Moody's expects to conclude the review following the closing of the acquisition, which is anticipated to be completed in the third quarter of 2021. The transaction is subject to the approval of EQT shareholders. Based on current information, the Corporate Family Rating and ratings on the existing notes are likely to be upgraded by one notch at the conclusion of the review, resulting in a Ba1 CFR and Ba1 ratings on the senior unsecured notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EQT's ratings could be upgraded if the company executes on its debt reduction targets while maintaining production and generating free cash flow. The company's retained cash flow to debt (RCF/debt) ratio must be sustained above 40% and the leveraged full cycle ratio (LFCR) sustained above 1.5x. EQT's ratings could be downgraded if the company fails to meaningfully reduce debt or if there is a substantial decline in reserves and production. The ratings could be downgraded if RCF/debt ratio falls below 25% on a sustained basis. EQT Corporation is an independent exploration and production (E&P) company focused in the Appalachian Basin. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. EVOSITE LLC: Seeks to Hire Lane Law Firm as Legal Counsel --------------------------------------------------------- Evosite, LLC seeks approval from the U.S. Bankruptcy Code for the Southern District of Texas to hire The Lane Law Firm, PLLC, as its legal counsel. The firm will render these services: a. advise the Debtor regarding its powers and duties under the Bankruptcy Code and the continued operation of its business and management of its property; b. assist the Debtor in analyzing its assets and liabilities, investigate the extent and validity of lien and claims, and participate in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with representatives of secured creditors; d. assist in the preparation, analysis and negotiation of any plan of reorganization and the disclosure statement accompanying the plan; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and g. perform all other necessary legal services in the Debtor's Chapter 11 case. Lane Law Firm will be paid at these rates: Partner Robert C. Lane $525 per hour Senior Associates $425 per hour Associate Attorneys $350 - $400 per hour Paralegals/legal assistants $125 - $175 per hour The firm received a retainer of $15,000. Lane Law Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, Texas 77036 Phone: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About Evosite LLC Evosite, LLC, a Houston, Texas-based manufacturer of control room furniture, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-31450) on April 29, 2021. In the petition signed by Steve Will, president, the Debtor disclosed $410,441 in assets and $1,462,591 in liabilities. Judge David R. Jones oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, PLLC, is the Debtor's legal counsel. FREMONT HILLS: Unsecureds to Get $500,000 in Nirvana-Backed Plan ---------------------------------------------------------------- Fremont Hills Development Corporation submitted a Plan and a Disclosure Statement. This is a single asset real estate case consisting of a proposed, mixed-use multifamily residential and retail development ["Project" as contemplated when construction is completed] of 297,790 square foot gross (252,662 square foot net rentable) on 12.62 acres in the Fremont foothills ["Property"] with frontage on Interstate 680. On March 14, 2021, Melissa M. Downing, MAI of Joseph J. Blake and Associates, Inc., re-appraised the Property and opined that the "as is" market value of the fee simple estate as of March 10, 2021 is $24,800,000. The projected "as complete" market value is projected as $138,200,000 as of Sept. 1, 2022 and the prospective "as stabilized" market value of the fee simple estate is $148,800,000. Notwithstanding the recent appraisal, Debtor values the Property at $37,000,000, an amount that is estimated to be sufficient to fully secure the principal of 2501 Cormack, LLC's lien. The Plan will treat claims as follows: * Class 3 - 2501 Cormack, LLC. Debtor shall pay 2501 Cormack, LLC the sum of $39,794,788.47 plus any accrued postpetition interest, less any adequate protection payments in lump sum the sooner of 120 days after the Effective Date or the refinance of the Property. Any remaining amount due is a Class 6 unsecured claim. Class 3 is impaired. * Class 4: Grand Ocean Holdings totaling $2,000,000. The Debtor will pay nothing to the Class 4 creditor as a secured claim. The Class 4 claim whose lien is stripped is treated as a Class 8 General Unsecured Creditor. Class 4 is impaired. * Class 5: Ahern Rentals, Queens Land Builder, Inc., HD Supply, Dayton Superior, Sunbelt Rentals, Inc. and Finnco totaling $ 8,817,874.10. The Debtor will pay nothing to those creditors as secured claims. Any Eligible Class 5 claimant whose lien is stripped may elect to be treated either as a Class 7 Claimant (Class 7 Election) or it will be treated as a Class 8 Claimant. Class 5 is impaired. * Class 6: Bay Area Investment Fund and 2501 Cormack, LLC. These claimants shall be paid 7% of their allowed claim without interest in 18 equal monthly payments commencing on the first day of the 6th month after the Project Completion Date. Class 6 is impaired. * Class 7: Eligible Class 5 Claimants which elect to treat their allowed under-secured claim as a Class 7 claim. Any Eligible Class 5 Claimant which make a timely Class 7 Election shall receive 50% of its allowed claim payable without interest in 18 equal monthly payments commencing on the first day of the 6th month after the Project Completion Date. Class 7 is impaired. * Class 8: Other General Unsecured Creditors. The allowed claims of general unsecured creditors shall receive a pro-rata share of a fund of $500,000 payable without interest in 18 equal monthly payments commencing on the first day of the month that is 180 days from the Project Completion Date. Class 8 is impaired. * Class 9: Equity Security Holders. The holders of the stock in the Debtor shall retain their interest. The Debtor has identified Nirvana Property Group, LLC, which has agreed to acquire 100% of stock in the Debtor. In return, Nirvana agrees that 2501 Cormack, LLC, is entitled to adequate protection during the pendency of the instant case pursuant to Section 361 of the Bankruptcy Code. Nirvana, with its own capital or through a lender that it identifies, shall fund the Plan to retire fully secured lenders per the terms of the Plan. Hall Structured Finance has submitted a Term sheet which contemplates making a loan to Debtor in the amount that is the lesser of (1) 63% of the approved construction costs; (2) 100,000,000; or (3) 58% of the appraised value of the Property on an as completed basis ($138,200,000 per recent Blake appraisal). The loan would be secured by a 1st position mortgage lien on the Property. It is contingent on the Debtor having $60,000,000 in equity or cash contributions. Attorneys for Debtor: NANCY WENG ARASTO FARSAD FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 A copy of the Disclosure Statement is available at https://bit.ly/3tHeIOb from PacerMonitor.com. About Fremont Hills Development Corporation Fremont Hills Development Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-50240) on Feb. 24, 2021, listing under $1 million in both assets and liabilities. Jae Ryu, chief financial officer, signed the petition. Judge Stephen L. Johnson oversees the case. Farsad Law Office, PC, serves as the Debtor's legal counsel. FULL HOUSE: Incurs Net Loss of $3.4 Million in First Quarter ------------------------------------------------------------ Full House Resorts, Inc. issued a press release on May 10, 2021 announcing its financial and operating results for the first quarter ended March 31, 2021. On a consolidated basis, revenues in the first quarter of 2021 were $42.2 million, a 36.8% increase from $30.9 million in the prior-year period. The prior-year period reflected the temporary pandemic-related closure of all of the Company's properties beginning in mid-March 2020. Net loss for the first quarter of 2021 improved to a net loss of $3.4 million, or $(0.13) per diluted common share, from a net loss of $4.4 million, or $(0.22) per diluted common share, in the prior-year period. Net loss in both periods was affected by adjustments to the fair market value of outstanding warrants, all of which the Company repurchased and retired in February 2021. Net loss in the first quarter of 2021 was also affected by costs related to the early extinguishment of debt. Adjusted EBITDA(a) in the 2021 first quarter was $10.8 million, versus an Adjusted EBITDA loss of $1.2 million in the first quarter of 2020. The strong growth in the 2021 period reflects operational and marketing improvements that bore results beginning in the second half of 2020 and continuing through the first quarter of 2021. Results for the first quarter of 2021 also include $1.0 million of revenue related to a full quarter of operations for three of the Company's six permitted sports wagering websites. During the second quarter of 2021, two more sports wagering "skins" commenced operations; the last remaining sports skin is expected to begin operations in the coming months. "Our first quarter results continued to benefit from structural changes that we began to implement before the pandemic-related shutdown," said Daniel R. Lee, president and chief executive officer of Full House Resorts. "Revenues in the first quarter of 2021 increased approximately 37% from last year's first quarter, when all of our properties were required to shut down in mid-March 2020 to help prevent the spread of the pandemic. Adjusted EBITDA increased by more than $12 million to $10.8 million, reflecting labor and marketing improvements, as well as approximately two weeks of lost income in the prior-year period. Our first quarter results are significantly above not only the 2020 period, but also meaningfully above any first quarter in at least the past five years. "Our 2021 results reflect a change in our operating segments. We now break out our on-site and online sports wagering skins in Colorado and Indiana as their own segment, Contracted Sports Wagering. As we have previously noted, we receive a percentage of defined revenues of each skin, subject to annual minimums. When all six skins are in operation, we should receive a contractual minimum of $7 million per year of sports gaming revenues. The first quarter of 2021 included three of our six permitted skins, resulting in approximately $1.0 million of revenue. Two more skins recently launched in April 2021, and we believe the last remaining skin will launch in the next few months. "We also significantly strengthened our balance sheet during the first quarter," continued Mr. Lee. "We issued $310 million of new senior secured notes, completed a $46 million equity offering and entered into a new $15 million revolving credit facility. Those transactions allowed us to fully finance our Chamonix Casino Hotel and to repurchase all of our outstanding warrants. They also created additional liquidity as we contemplate future growth projects, including our American Place proposal in Waukegan, Illinois, and our potential future expansion of the Silver Slipper. "Regarding Chamonix, we commenced significant construction more than two months ago, beginning with demolition and site preparation work. We have designed Chamonix to bring the luxury of the French Alps to the Rockies, combining 'European Elegance with Colorado Comfort.' When complete, Chamonix will feature approximately 300 four-star guest rooms and VIP suites – the first luxury guest rooms in the market – as well as a spacious, new, elegant and exciting casino gaming area. Its fine dining experience is being designed to attract culinary travelers from throughout Colorado, including nearby Colorado Springs, Pueblo and Cañon City, as well as the Denver Metropolitan Area. Chamonix will also feature extensive meeting and convention space that can host concerts and other entertainment, a rooftop pool, a luxurious spa, and a new self-parking garage that can accommodate more than 300 vehicles. We look forward to welcoming guests to Chamonix toward the end of next year." First Quarter Highlights and Subsequent Events * The Company's Mississippi segment consists of the Silver Slipper Casino and Hotel. Silver Slipper's operational performance reflects a focus on marketing and labor improvements, as well as the benefit of numerous investments in the property in recent years. Such investments included a substantial renovation of the casino and the buffet, a renovated porte cochere and other sense- of-arrival improvements, the Beach Club, the Oyster Bar, and the introduction of on-site sports betting. The Company is currently in the process of repainting the exterior of the property with a new color scheme. For the first quarter of 2021, revenues at Silver Slipper increased 48.1% to $22.4 million. Revenues of $15.1 million in the first quarter of 2020 were affected by the pandemic-related closure of the property in mid-March 2020. Adjusted Segment EBITDA grew to $7.6 million in the 2021 first quarter, a 316.7% increase from $1.8 million in the prior-year period. Revenue and Adjusted Segment EBITDA in the first quarter of 2019 were $19.3 million and $3.8 million, respectively. * The Company's Indiana segment consists of Rising Star Casino Resort. Rising Star's revenues were $8.6 million in the first quarter of 2021, an 18.5% increase from $7.2 million in the first quarter of 2020, when efforts to control the pandemic resulted in the closure of the property in mid-March 2020. Adjusted Segment EBITDA increased to $1.1 million in the first quarter of 2021 from a loss of $1.5 million in the prior-year period. These results reflect the positive impact of a new slot marketing system installed in the fourth quarter of 2019, the launch of an improved loyalty program in June 2020, and labor efficiencies from more appropriately matching the operating hours of table games and food and beverage outlets to the demand for such services, as well as two weeks of closed operations during the 2020 first quarter. Revenue and Adjusted Segment EBITDA in the first quarter of 2019 were $10.9 million and $0.4 million, respectively. * The Company's Colorado segment includes Bronco Billy's Casino and Hotel and, upon its opening in late 2022, will include Chamonix Casino Hotel. Revenues for this segment were $5.9 million in the first quarter of 2021, an 18.5% increase from $5.0 million in the first quarter of 2020, when the property was closed in mid-March 2020 due to the ongoing pandemic. Adjusted Segment EBITDA rose to $1.7 million in the first quarter of 2021 from a loss of $0.5 million in the prior-year period. The increase in Adjusted Segment EBITDA was due to an improved customer experience and analytics from Bronco Billy's new slot marketing system and labor controls (partially offset by certain labor expenses related to the pandemic), as well as a full quarter of operations in the 2021 period. Revenue and Adjusted Segment EBITDA in the first quarter of 2019 were $6.4 million and $0.6 million, respectively. * In November 2020, Colorado voters approved favorable changes to the state's gaming laws, including the elimination of betting limits and allowing Colorado casinos to offer new table games, such as baccarat and pai gow poker. To reflect the new opportunity created by those changes, the Company increased the size of its planned Cripple Creek expansion by 67% to approximately 300 luxury guest rooms and suites, from its previously planned 180 guest rooms. Such plans were approved by the Cripple Creek Historic Preservation Commission and Cripple Creek City Council in January and February 2021. Other planned amenities for the new casino hotel – including a new parking garage, meeting and entertainment space, outdoor rooftop pool, spa, and fine-dining restaurant – remain largely unchanged. The Company fully financed the project through the issuance of new senior secured notes. In March 2021, the Company began relocating some significant storm sewers and other underground utilities that transit the project site. * The Nevada segment consists of the Grand Lodge and Stockman's casinos and is historically the smallest of the Company's segments. This segment of the Company's operations has been the most negatively affected by the COVID-19 pandemic. Despite this, revenues were $4.4 million and $3.1 million for the first quarters of 2021 and 2020, respectively, reflecting higher slot handle and hold percentages at both casinos and a higher table games hold percentage at Grand Lodge in the 2021 period. Similar to the Company's other properties, these results reflect the temporary closure of Grand Lodge and Stockman's in mid-March 2020. Adjusted Segment EBITDA was $1.2 million in the first quarter of 2021, versus a loss of $0.4 million in the prior-year period. Revenue and Adjusted Segment EBITDA in the first quarter of 2019 were $3.9 million and $(9,000), respectively. Grand Lodge Casino is located within the Hyatt Regency Lake Tahoe luxury resort in Incline Village, Nevada. Its customer base includes the local community, as well as visitors to the Hyatt. The pandemic adversely affected visitation to the Hyatt, including visitation for its meeting and convention business. The pandemic also affected the capacity of nearby ski areas this past winter. To ensure social distancing, ski areas were required to operate their lifts at substantially less than full capacity. Many ski areas limited lift ticket sales to attempt to control the resultant lift lines. This affected visitation to the region, including to the Hyatt and our casino. Stockman's Casino is in Fallon, Nevada, home to a large Naval Air Station, where Navy pilots and crews visit for training. To protect the health of both its servicemembers and the host community, the Navy has restricted much of its personnel from leaving the base. * The Contracted Sports Wagering segment consists of the Company's on-site and online sports wagering skins in Colorado and Indiana. Revenues and Adjusted Segment EBITDA were both approximately $1.0 million in the first quarter of 2021, reflecting a full quarter of operations of three of the Company's six permitted sports wagering skins. For the first quarter of 2020, when only one sports wagering skin was live, such amounts were both approximately $0.4 million. On April 1 and April 23, 2021, respectively, the Company's fourth and fifth sports wagering skins commenced operations. The Company believes that the Company's last remaining skin will commence operations in the next few months. The Company receives a percentage of defined revenues of each skin, subject to annual minimums. When all six skins are in operation, the Company should receive a contractual minimum of $7 million per year of annualized revenues with minimal related expenses. * On Feb. 12, 2021, the Company issued $310 million of new 8.25% senior secured notes due 2028. The proceeds from the offering were used to redeem all $106.8 million of the Company's senior secured notes due 2024 and to repurchase all of the Company's outstanding warrants. Additionally, the proceeds will be used to fund the Company's Chamonix project in Cripple Creek, Colorado, and for general corporate purposes. * On March 29, 2021, the Company issued approximately 6.9 million shares of its common stock, resulting in gross proceeds of approximately $46.0 million. The Company intends to use the net proceeds from the offering for development, working capital and general corporate purposes. Management believes that the improvement to the Company's balance sheet with the net proceeds from this offering significantly strengthens its application for the proposed American Place casino in Waukegan, Illinois. The Illinois Gaming Board has received three applications for such license, each endorsed by the City of Waukegan. The use of proceeds could also include construction of a new hotel tower and other amenities at the Company's Silver Slipper Casino and Hotel. Certain regulatory approvals and entitlements are still required to enable such construction and there is no certainty as to the timing or receipt of such approvals. * On March 31, 2021, the Company entered into an agreement for a five-year, senior secured revolving credit facility. The $15.0 million credit facility may be used for working capital, letters of credit, and other ongoing general purposes, excluding project costs for Chamonix, which was separately funded. Until the completion of the Company's Chamonix project in Cripple Creek, Colorado, the interest rate per annum applicable to loans under the credit facility will be, at the Company's option, either (i) LIBOR plus a margin equal to 3.5%, or (ii) a base rate plus a margin equal to 2.5%. After completion of Chamonix (as defined in the credit agreement), the interest rate per annum applicable to loans under the credit facility reduces to, at the Company's option, either (i) LIBOR plus a margin equal to 3.0%, or (ii) a base rate plus a margin equal to 2.0%. The commitment fee per annum is 0.5% of the unused portion of the credit facility. There are currently no drawn amounts under the credit facility. Liquidity and Capital Resources As of March 31, 2021, the Company had $277.9 million in cash and cash equivalents, including $179.9 million of restricted cash dedicated to the construction of Chamonix; $310 million in outstanding 2028 Notes; and $5.6 million in outstanding unsecured loans obtained under the CARES Act. The Company believes that the CARES Act loans will qualify for forgiveness, but there is no certainty that any or all of such loans will be forgiven. The Company also has a $15 million senior secured revolving credit facility, all of which was available to draw upon as of March 31, 2021. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/891482/000089148221000031/fll-20210510ex9916f4492.htm About Full House Resorts Inc. Headquartered in Las Vegas, Nevada, Full House Resorts -- www.fullhouseresorts.com -- owns, leases, develops and operates gaming facilities throughout the country. The Company's properties include Silver Slipper Casino and Hotel in Hancock County, Mississippi; Bronco Billy's Casino and Hotel in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and Stockman's Casino in Fallon, Nevada. The Company also operates the Grand Lodge Casino at the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada under a lease agreement with the Hyatt organization. The Company is currently constructing a new luxury hotel and casino in Cripple Creek, Colorado, adjacent to its existing Bronco Billy's property. Full House reported net income of $147,000 for the year ended Dec. 31, 2020, compared to a net loss of $5.82 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $212.62 million in total assets, $155.94 million in total liabilities, and $56.68 million in total stockholders' equity. * * * As reported by the TCR on Feb. 9, 2021, Moody's Investors Service assigned a Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating to Full House Resorts Inc. (FHR). The Caa1 CFR reflects the long, approximately 24 months, Bronco Billy's construction period, uncertainty related to the level of visitation and earnings at the redesigned property, FHR's modest scale, and exposure to cyclical discretionary consumer spending. G.A.F. SEELIG: Independent Plan Administrator to Be Appointed ------------------------------------------------------------- G.A.F. Seelig, Inc., filed a Second Amended Plan of Liquidation. The Plan proposes to appoint an independent Plan Administrator, who will pay creditors of the Debtor from the Debtor's assets which have been liquidated and converted into cash, and will be charged with complete and total authority over the Debtor's Estate subject to the terms of this Plan. The Plan provides for one class consisting of all General Unsecured Claims and one class of equity interest holders. Creditors holding allowed general unsecured claims will receive a pro-rata share of the cash available for Distribution from the General Unsecured Claims Pool within 10 business days of the Rejection Damages Bar Date, with a full reserve of the pro-rata share of the cash on account of any Disputed General Unsecured Claims. A final distribution to Holders of allowed general unsecured claims will be made within 10 business days of the resolution of any remaining activities of the Plan Administrator. This Plan also provides for the payment in full of Allowed Administrative Expense Claims and Allowed Priority Claims, including the Priority WARN Claim, within 10 business days of the Effective Date. Professional Fee Claims will be paid as soon as practicable after such Professional Fee Claim is Allowed by the Bankruptcy Court. The Plan amends those prior plans of the Debtor dated December 8, 2020 and March 30, 2021. The key differences between the Plan and its predecessor are: * Plan Administrator. The Plan provides for the appointment of an independent Plan Administrator with full power and control over the Debtor and its estate. Upon the Plan Administrator's appointment, the Debtor's management shall cease to have any power or control over the Debtor or its Assets. The Plan Administrator will have the ability to, among other things, investigate the financial affairs of the Debtor, commence or resolve claims by or against the Debtor and its Estate, and make distributions to Creditors. In particular, the Plan contemplates that the Plan Administrator will undertake an independent review of the Debtor's books and records and, if and to the extent warranted, pursue recoveries on account of avoidable transfers not timely pursued. * Selection of Plan Administrator. The Debtor has sought the input of all creditors active in the Debtor's case with respect to the selection of the Plan Administrator to ensure that such person is truly independent. * Immediate Distribution to Creditors with Allowed Claims. Under the Plan, holders of Allowed Administrative Expense Claims, Allowed Professional Fee Claims and Allowed Priority Claims will be paid almost immediately upon the Effective Date or shortly thereafter. In addition, holders of Allowed General Unsecured Claims will receive an interim Distribution within ten (10) business days after the Rejection Damages Bar Date. Under the prior plan, holders of Allowed General Unsecured Claims had to wait until all such claims were either Allowed or Disallowed before receiving a Distribution. * Removal of all Releases and Exculpations. This Plan removes any of the standard releases and exculpations to insiders, proponents of the Plans, and Professionals that were provided by the prior plan. Counsel to G.A.F. Seelig, Inc., Debtor and Debtor-in-Possession: Sean C. Southard Fred Stevens Lauren C. Kiss KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Telephone: (212) 972-3000 Facsimile: (212) 972-2245 A copy of the Second Amended Plan of Liquidation is available at https://bit.ly/3hhpN6a from PacerMonitor.com. About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family-owned company that distributes dairy products (skims, lo fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc., as auctioneer. GAIA INTERACTIVE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Gaia Interactive, Inc. DBA Gaia Online DBA Gaia Online, LLC DBA Ravel Labs LLC aka Unrave 2445 Augustine Drive, Suite 150 Santa Clara, CA 95054 Case No.: 21-50660 Business Description: Gaia Interactive, Inc. owns and operates online communities platform. Chapter 11 Petition Date: May 12, 2021 Court: United States Bankruptcy Court Northern District of California Judge: Hon. Stephen L. Johnson Debtor's Counsel: Michael W. Malter, Esq. BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: Michael@bindermalter.com Total Assets: $567,616 Total Liabilities: $8,193,464 The petition was signed by James Cao, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EPUUFGY/Gaia_Interactive_Inc__canbke-21-50660__0001.0.pdf?mcid=tGE4TAMA GOGO INC: Incurs $7.7 Million Net Loss in First Quarter ------------------------------------------------------- Gogo Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.69 million on $73.87 million of total revenue for the three months ended March 31, 2021, compared to a net loss of $84.78 million on $70.93 million of total revenue for the three months ended March 31, 2020. As of March 31, 2021, the Company had $687.73 million in total assets, $1.32 billion in total liabilities, and a total stockholders' deficit of $631.50 million. "Gogo's continued revenue and Adjusted EBITDA growth in the first quarter reflects the ongoing recovery in the business aviation market as more aircraft return online," said Oakleigh Thorne, Chairman and CEO of Gogo. "Based on our strong first quarter performance and business momentum, we have raised 2021 guidance." "Our enhanced financial flexibility and strong cash flow enable us to invest in our planned 5G deployment, which will significantly improve the performance of our proprietary ATG network, and to drive further market penetration of our AVANCE platform," Thorne said. Comprehensive Refinancing On April 30, 2021, Gogo completed a comprehensive refinancing transaction, securing a 7-year $725 million Term Loan B bearing interest at LIBOR (with a LIBOR floor of 0.75%) plus 3.75% and a 5-year $100 million revolving credit facility. The Company used the proceeds of the Term Loan and cash on hand to redeem in full the $975 million aggregate principal outstanding of its Senior Secured Notes due 2024 and pay a redemption premium, accrued interest, and transaction fees and expenses. In addition, as previously announced, in March and April Gogo entered into separate privately negotiated exchange agreements with certain existing holders of the Company's 6.00% Convertible Senior Notes due 2022, under which approximately $135 million aggregate principal amount of the Convertible Notes were exchanged for approximately 24 million shares of Gogo common stock. As of May 6, 2021, the Company had approximately 109.6 million shares of common stock outstanding and approximately $103 million aggregate principal amount of the Convertible Notes outstanding. As a result of these transactions, Gogo has reduced its total debt by $385 million and will realize approximately $70 million in annualized cash interest expense savings. As of May 4, 2021, Gogo had $100 million of cash and cash equivalents, $828 million of total debt outstanding and no amounts outstanding under the Revolver. "The completion of our comprehensive refinancing transaction has transformed our financial profile by improving our credit rating, reducing our leverage and interest expense, and enhancing our financial and strategic flexibility," said Barry Rowan, Gogo's executive vice president and CFO. "This milestone will accelerate our free cash flow growth and drive value creation." Long-Term Free Cash Flow Target Reflecting the completion of its comprehensive refinancing transaction, the Company is also now providing a long-term free cash flow target of approximately $100 million for the full-year 2023, following the deployment of the Gogo 5G network in 2022, and significant growth thereafter. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1537054/000156459021024921/gogo-10q_20210331.htm 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. GTT COMMUNICATIONS: Delays Filing of Quarterly Report on Form 10-Q ------------------------------------------------------------------ GTT Communications, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2020. As reported by the Company in its prior filings with the SEC, the Company was unable to file on a timely basis its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and Sept. 30, 2020, and its Annual Report on Form 10-K for the year ended on Dec. 31, 2020. In addition, 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, the 2020 Form 10-K and the Q1 2021 Form 10-Q. The Review has identified a number of errors in connection with the Company's previously issued financial statements that the Company expects to correct in the Restated Financial Statements, including: (1) errors in accounting for Cost of Telecommunications Services during the years ended Dec. 31, 2019, 2018 and 2017, and the quarter ended March 31, 2020 including (a) errors resulting from the Company's failure to utilize a comprehensive process to record and account for Cost of Telecommunications Services in the proper periods; (b) adjustments made without adequate support during the year ended Dec. 31, 2019 and the quarter ended March 31, 2020 that had the effect of removing expenses from the Company's consolidated statement of operations at quarter-end and then recognizing certain of those expenses as Cost of Telecommunications Services in subsequent quarters; and (c) failures during the years ended Dec. 31, 2018 and 2017 to recognize certain expenses as Cost of Telecommunications Services on the Company's consolidated statement of operations by recording such expenses to goodwill and thereby attributing such expenses to pre-acquisition accruals, without adequate support, for companies that had been acquired; (2) failures to recognize sufficient bad debt expense during the year ended Dec. 31, 2019, and the overstatement of bad debt expense for the quarter ended March 31, 2020; and (3) overstatement of the reserve for credits to be issued to customers as of Dec. 31, 2017 and understatements of the reserve for credits to be issued to customers as of Dec. 31, 2019 and 2018, and March 31, 2020, which affected the timing of reductions to Revenue. The Company is continuing to finalize its quantification of the impact of errors identified by the Review on financial results for the Non-Reliance Periods. The Review is continuing and there is no assurance that additional items will not be identified. Among other things, the Review is examining the accounting for certain intercompany transactions recorded during the years ended Dev 31, 2019, 2018, 2017 and 2016, and each of the quarters during the years ended Dec. 31, 2019, 2018, 2017 and 2016. In addition, as part of the restatement process, the Company expects to continue to assess the matters identified above and any other potential items for correction as needed. The Company is also evaluating the impact of the identified errors on its internal control over financial reporting and disclosure controls and procedures. The Company expects to report material weaknesses in internal control over financial reporting and report that its disclosure controls and procedures were ineffective. The Company continues to evaluate and implement remedial measures to address such material weaknesses. The Company does not anticipate filing the Q1 2021 Form 10-Q on or before May 17, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended, and the Company is unable to predict a specific filing date for the Q1 2021 Form 10-Q at this time. However, the Company intends to work diligently to file the Restated Financial Statements, the Q2 Form 10-Q, the Q3 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and any subsequent delayed periodic SEC filings as soon as possible. The Company's management and the Audit Committee of the Board have discussed the matters disclosed above with CohnReznick LLP, the Company's independent registered public accounting firm. 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: Incurs $696K Net Loss in First Quarter --------------------------------------------------------- Healthier Choices Management Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $696,258 on $3.47 million of total net sales for the three months ended March 31, 2021, compared to a net loss of $691,294 on $4.04 million of total net sales for the three months ended March 31, 2020. As of March 31, 2021, the Company had $13.99 million in total assets, $5.94 million in total liabilities, and $8.05 million in total stockholders' equity. The Company currently and historically has reported net losses and cash outflows from operations. The Company anticipates that its current cash, cash equivalent and cash generated from operations will be sufficient to meet the projected operating expenses for the foreseeable future through a year and a day from the issuance of these unaudited condensed consolidated financial statements. The Company incurred a loss from operations of approximately $0.7 million for the three months ended March 31, 2021. As of March 31, 2021, cash and cash equivalents totaled approximately $5.3 million. The Company expects to continue incurring losses for the foreseeable future and the Company anticipates that its current cash and cash equivalents to be generated from operations will be sufficient to cover the Company's projected operating expenses for the foreseeable future. Management do not believe there are any substantial doubts about the Company's ability to continue as a going concern within a year and a day from the issuance of these unaudited consolidated financial statements. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/844856/000084485621000046/form10q.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. HERTZ GLOBAL: Knighthead Group Emerges as Winning Bidder -------------------------------------------------------- Hertz Global Holdings, Inc. (OTCPK:HTZGQ) announced that, following the completion of the auction previously approved by the Court in its Chapter 11 case, Hertz has selected and approved a revised proposal from certain funds and accounts managed by affiliates of each of Knighthead Capital Management LLC ("Knighthead"), Certares Opportunities LLC ("Certares") and Apollo Capital Management, LP ("Apollo" and together with Knighthead and Certares, the "KHCA Group") to provide the equity capital required to fund Hertz's revised Plan of Reorganization and exit from Chapter 11. The proposed agreements with the KHCA Group, as well as any necessary modifications to the Plan and solicitation procedures, are subject to the approval of the Bankruptcy Court at a hearing scheduled for Friday, May 14, 2021. Under the revised proposal, Hertz's Chapter 11 plan will be funded through direct common stock investments from the KHCA Group and certain co-investors aggregating $2.781 billion, the issuance of $1.5 billion of new preferred stock to Apollo, and a fully backstopped rights offering to the Company's existing shareholders to purchase $1.635 billion of additional common stock. The revised Plan would provide for the payment in cash in full of all administrative, priority, secured, and unsecured claims in the Chapter 11 cases and would deliver significant value to the Company's existing shareholders including: * $239 million of cash; * common stock representing 3% of the shares of the reorganized Company (subject to dilution from warrants and equity issued under a new management incentive plan); and * 30-year warrants for 18% of the common stock of the reorganized Company (subject to dilution by a new management incentive plan) with a strike price based on a total equity value of $6.5 billion, or the opportunity, for eligible shareholders, to subscribe for shares of common stock in the $1.635 billion rights offering at Plan equity value. As previously announced, two investor groups have been competing to fund Hertz's Chapter 11 exit. On April 21, the Bankruptcy Court overseeing Hertz's Chapter 11 cases authorized Hertz to begin soliciting votes on its Chapter 11 plan and approved a group consisting of Centerbridge Partners L.P., Warburg Pincus LLC, Dundon Capital Partners, LLC and an ad hoc group of the Company's unsecured noteholders (collectively, the "CWD Group") as the sponsors of the Plan. When it became apparent that the competition to sponsor the Company's Plan would continue, the Company sought and obtained Court approval of bidding procedures and an auction process to ensure that it received the highest and best sponsorship proposal within a timeframe that would permit the Company to continue working toward a planned exit from Chapter 11 by June 30, 2021. A robust competition between the CWD Group and the KHCA Group ensued, concluding with the selection of the revised KHCA Group's proposal late yesterday following the auction. As with the CWD Group's previous proposal, the KHCA Group's proposal would eliminate approximately $5.0 billion of corporate debt (including the complete elimination of all corporate debt on Hertz's European business) and provide the Company with over $2.2 billion of global liquidity. The KHCA Group's proposal would also replace the bridge financing previously provided by the CWD Group to fund the Company's European fleet needs prior to the Plan's consummation. The debt funding commitments for Hertz's Chapter 11 plan, which were approved by the Court earlier this week, will remain in place under the KHCA Proposal. Paul Stone, Hertz's President and Chief Executive Officer, commented, "We are very pleased that our Plan process produced such a tremendous result for our creditors and shareholders. We appreciate the strong interest in Hertz from the competing Plan sponsors and thank them for their active engagement, which provided us with excellent options for our exit from Chapter 11. We look forward to working with the KHCA Group to complete the remaining steps in our restructuring and best position Hertz for the future. "Our proposed Plan provides a robust recovery and excellent value for all of our stakeholders and enables Hertz to emerge as a much stronger, more competitive company," continued Mr. Stone. "During our restructuring, we have made material improvements in our operational efficiency and have built added cost discipline into our business. Now, we look forward to implementing our Chapter 11 plan, which will substantially strengthen our financial structure by eliminating 79% of our corporate debt. We are well-positioned to take advantage of increasing global travel demand and new long-term growth opportunities. We are excited about Hertz's future and the benefits for all of our stakeholders – including our employees and customers as well as our investors, franchisees and business partners." The proposed deal with the KHCA Group is reflected in definitive documents executed by the Plan sponsors, including (1) an Equity Purchase and Commitment Agreement, (2) a Plan Support Agreement, (3) a Bridge Financing Commitment for Hertz International Ltd., and (4) an Amended Chapter 11 Plan of Reorganization. These documents, together with an amended Disclosure Statement, will be filed with the Bankruptcy Court later today. If the Bankruptcy Court approves the revised agreements with the KHCA Group at the hearing scheduled for May 14, the Company would terminate its agreements with its existing Plan sponsorship group (which remain in effect) and execute the new agreements with the KHCA Group. A Court hearing to confirm Hertz's Plan of Reorganization is scheduled for June 10. For Court documents or filings, please visit https://restructuring.primeclerk.com/hertz or call (877) 428-4661 (toll-free in the U.S.) or (929) 955-3421 (from outside the U.S.). White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. 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 HILTON GRAND: Fitch Assigns FirstTime 'BB-' LT IDR, Outlook Neg. ---------------------------------------------------------------- Fitch ratings has assigned ratings to Hilton Grand Vacations, Inc. (NYSE: HGV) and Hilton Grand Vacations Borrower LLC, including a Long-Term Issuer Default Rating (IDR) of 'BB-'. The Rating Outlook is Negative. The rating actions include the assignment of a 'BB+'/'RR1' rating to the company's senior secured debt, which includes a secured revolving facility and secured term loan. In addition, Fitch has assigned a 'BB-'/'RR4' rating to HGV's senior unsecured notes. Fitch has also assigned expected ratings to HGV's proposed senior secured term loan facility of 'BB+(EXP)'/'RR1' and to HGV's proposed senior unsecured debt of 'BB-(EXP)'/'RR4' associated with the acquisition of Diamond Resorts International. The expected ratings will be converted to final ratings after confirmation that the acquisition has been completed in accordance with terms of the final credit agreement, offering memorandum and acquisition agreement. The Negative Rating Outlook reflects execution risk of the acquisition, given the near-term increase in leverage, and the impact of the coronavirus pandemic on the travel and leisure sectors. The company's ability to reduce leverage following the transaction and the recovery trajectory of vacation ownership interval (VOI) sales will be key considerations in stabilizing the ratings. KEY RATING DRIVERS Diamond Acquisition a Long-Term Positive: Fitch views HGV's increased scale and greater geographic diversification post acquisition as credit positives. The acquisition raises the company's EBITDA contribution from more recurring sources (club and resort management and consumer financing) to 50% from 40%. Diamond will double the size of HGV's ownership network to 720,000 and expand its resort count from 62 to 154 locations, including in new markets such as Arizona, New Mexico, Virginia, North Carolina, Tennessee and Canada. The addition of Diamond Resorts will expand the company's offerings, broadening the company's target market. The average price point of HGV's VOIs is approximately $60,000, compared with $25,000 for Diamond. However, the acquisition and subsequent deleveraging pose notable execution risk. Based on HGV's leverage calculation, the firm intends to de-lever from 6.5x pro forma to below 3.0x within 24 months. HGV intends to reduce leverage via EBITDA growth as the timeshare industry recovers from the pandemic and from $125 million in cost synergies. Per Fitch's leverage calculation, which makes adjustments for the captive finance subsidiary, Fitch expects HGV to achieve leverage in the low-4.0x range in 2023 and 2024. Strong Brand Affiliation and Network: HGV's exclusive rights to the Hilton name for the timeshare business for the next 100 years, as well as marketing access to the 112 million members of Hilton's HHonors loyalty program, provide a strong competitive position. Royalty fees owed to Hilton are fully variable based on revenues. HGV also benefits from its network of resorts, which gives the company a presence in most key locations, including resort and urban destinations such as NYC, Las Vegas, Orlando, Hawaii, Myrtle Beach, Park City and San Diego, and overseas in Europe. HGV Club members may exchange their VOIs for stays at any HGV resort or any property in the Hilton system, as well as experiential vacation options. The acquisition of Diamond will expand HGV's resort network to 154 properties and its number of members from approximately 328,000 to 720,000 post acquisition. However, HGV's exchange network is not as robust as that of rivals Marriott Vacations' Interval International and Wyndham Destinations' RCI Exchange, which allow members to exchange their intervals with timeshare owners of various affiliated brands. Capital-Light Model Generates Robust FCF: Timeshare operators have increased their use of capital-light inventory sourcing, such as "just-in-time," to lighten their balance sheets. Just-in-time inventory sourcing utilizes third-party capital providers that are guaranteed a return as the company takes down inventory on a schedule designed to match anticipated sales demand. Fitch has a negative view of "just-in-time" arrangements, which obligate companies to purchase inventory in the future. Financing Income Stable During Pandemic: Financing revenues, largely consisting of interest income on timeshare financing receivables, declined just 4% during 2020. Defaults remained manageable, at just 6% in 2020, compared with 5% in 2019. The industry's focus on targeting higher-FICO score customers following the 2008 recession, and the job losses experienced during the pandemic, has kept finance payments relatively stable during 2020. Defaults, when they do occur, act as a lower cost of inventory acquisition for the timeshare operators, and can be resold to recover the loan balance. Speculative Grade Financial Flexibility: HGV'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. The firm's debt structure consists of a senior secured revolving credit facility and senior secured term loan, along with senior unsecured notes. HGV is reliant on the timeshare ABS market to fund its timeshare customer lending beyond its $450 million warehouse facility. Fitch expects HGV will upsize its warehouse facility in conjunction with the acquisition of Diamond. 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. DERIVATION SUMMARY HGV's ratings reflect the company's strong position in the timeshare industry, along with its strong brand affiliation and network. The discretionary and cyclical nature of timeshare sales balance the ratings. Following the acquisition of Diamond, HGV is the second largest timeshare operator with about 720,000 owners in its system. Travel + Leisure, Co. (TNL; BB-/Negative) is the largest timeshare operator with approximately 900,000 owners. Marriott Vacations is HGV's closest peer with roughly 660,000 owners. HGV's revenues are less diversified than TNL's, which owns the timeshare exchange network RCI. Per Fitch's leverage calculation, HGV has historically operated with lower leverage than Travel + Leisure and Marriott Vacations. However, post the Diamond acquisition, Fitch expects HGV will operate with leverage more in line with that of peers. Fitch links and synchronizes the IDRs of the parent and subsidiary operating partnership due to entities operating as a single enterprise with strong legal and operational ties. According to Fitch's "Corporate Rating Criteria," when analyzing a corporate issuer with a captive finance subsidiary, Fitch calculates an appropriate target debt-to-equity ratio for the finance subsidiary based on its asset quality, funding, and liquidity. If the finance subsidiary's target debt-to-equity ratio, based on Fitch's calculations, is lower than the actual ratio, Fitch assumes that the parent injects additional equity into the finance subsidiary to bring the debt-to-equity ratio down to the appropriate target level. Fitch then considers the effect of this equity injection in its analysis of the parent's credit profile. KEY ASSUMPTIONS -- Revenues increase 190% in 2021 due to the acquisition of Diamond and the recovery of timeshare industry fundamentals. Revenues subsequently increase by 50% and 20% in 2022 and 2023, respectively, to reflect growth in sales from development projects and the continued recovery in the sector. -- EBITDA margins recover to 17% during 2021 and subsequently are maintained in the low-20% range during the remainder of the forecast period. -- Share repurchases of $50 million in 2022 and $100 million per annum in 2023 and 2024. -- Excluding HGV's acquisition of Diamond, no additional acquisitions or dispositions occur during the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Adjusted debt to operating EBITDAR sustaining below 4.0x. -- Greater cash flow diversification by brand and/or business line. -- Evidence of through-the-cycle sustainability in the company's capital-light inventory sources. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- 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. -- Adjusted debt to operating EBITDAR and FCF/debt above 5.0x and/or lower than 5.5%, respectively. -- Material decline in profitability, leading to EBITDAR margins sustaining around 15%. -- Consistently negative FCF. 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: HGV's liquidity position is adequate considering its $800 million revolving credit facility, strong cash flow generation and $428 million of unrestricted cash at YE20. The firm has no material debt maturities until 2023, and Fitch expects HGV to refinance its existing debt profile and extend the maturity dates of debt financing related to the acquisition of Diamond. HGV is reliant on the ABS market to help fund its timeshare customer lending activities beyond its warehouse facility. A significant economic downturn resulting in tightened credit markets could pressure HGV's securitization market access and potentially require the company to provide support to its finance subsidiary. 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. HILTON GRAND: Moody's Cuts CFR to Ba3 Amid Diamond Resorts Deal --------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Hilton Grand Vacations Borrower LLC ("HGV") including its corporate family rating to Ba3 from Ba2, probability of default rating to Ba3-PD from Ba2-PD, and senior unsecured rating to B2 from Ba3. At the same time, Moody's assigned a Ba1 rating to HGV's planned $1.3 billion 7-year senior secured term loan B and a B2 rating to its planned $675 million senior unsecured note issuance. The company's speculative grade liquidity rating of SGL-2 remains unchanged. The outlook is stable. This concludes the review for downgrade which was initiated on March 10, 2021. "The downgrade reflects the integration risk associated with HGV's acquisition of Diamond Resorts International Inc., at a time when both companies' operations are being pressured by the impact of travel restrictions related to COVID-19, and Moody's view that the combined entity's leverage will approximate 5.0x at the end of 2022," stated Pete Trombetta, Moody's lodging and timeshare analyst (all metrics include Moody's standard adjustments and 100% of securitized debt). The ratings take into consideration the acquisition's positive impact to HGV's business profile, including increased scale, more managed resorts, and the benefit of diversification for HGV in terms of product type and geographic locations. Diamond's exposure to drive-to markets will help it recover more quickly as consumers resume traveling this year. The downgrade also reflects governance considerations, particularly financial strategies, given the increase in debt to finance the acquisition during this time of disruption caused by the pandemic. On March 10, 2021, HGV announced it had entered into a definitive agreement to acquire Diamond Resorts International, Inc. from funds managed by affiliates of Apollo, funds managed by affiliates of Reverence Capital Partners, and other Diamond Resorts stockholders in a deal valued at $3.0 billion. HGV will finance the acquisition using about $1.4 billion of equity, the proceeds of the term loan B and unsecured note issuance, along with cash on hand and revolver borrowings. HGV is also expected to assume $600 million of Diamond Resorts' unsecured notes. Downgrades: Issuer: Hilton Grand Vacations Borrower LLC Corporate Family Rating, Downgraded to Ba3 from Ba2 Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD5) from Ba3 (LGD5) Assignments: Issuer: Hilton Grand Vacations Borrower LLC Senior Secured 1st Lien Term Loan B, Assigned Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Outlook Actions: Issuer: Hilton Grand Vacations Borrower LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE HGV's credit profile is constrained by its high leverage, which Moody's forecasts will approximate 5.0x at the end of 2022 due to the ongoing earnings pressure caused by the COVID-19 pandemic and the incremental debt raised to fund the Diamond Resorts acquisition. Credit risks also include the company's narrow focus in the timeshare segment of the hospitality industry and its brand and property concentration, albeit improved with the contemplated transaction. Prior to the announced acquisition of Diamond Resorts International (Caa1 on review for upgrade), Moody's also consider HGV's small scale in terms of number of managed properties relative to peers to be a constraint. If the planned transaction closes, HGV's credit profile will benefit from improved diversification -- both by geography and product offering -- larger scale and a larger presence in drive-to markets that tend to fare better during downturns than destination locations. HGV's credit profile benefits from its well-recognized brand name and unique relationship with Hilton Worldwide Holdings Inc. (its subsidiary Hilton Worldwide Finance, LLC, Ba1 negative) which allows HGV's members to use their timeshare points to stay at hotel rooms within the Hilton Worldwide system. It also benefits from its upscale focus on urban and resort markets with high inherent demand. These qualitative factors provide HGV with a competitive advantage as supported by its industry leading volume per guest. The stable outlook reflects Moody's view that HGV will successfully integrate the acquisition and continue to recover from the pandemic so that it can reduce leverage to around 5.0x at the end of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if HGV's debt/EBITDA was to remain above 4.5x or EBITA/interest expense below 3.0x. Weakened liquidity or a more aggressive stance on share repurchases and dividends leading to higher leverage could also cause ratings pressure. Ratings could be upgraded if the Diamond Resorts integration is successful, leading to leverage approaching 3.75x with EBITA/interest expense around 4.5x. Higher ratings would also require the company maintain a conservative financial strategy around share repurchases and dividends as well as maintaining at least good liquidity. Hilton Grand Vacations Borrower LLC is a wholly owned subsidiary of Hilton Grand Vacations, Inc -- a public company listed on NYSE. Hilton Grand Vacations, Inc. is a global timeshare company engaged in developing, marketing, selling, and managing timeshare resorts under the Hilton Grand Vacations brand name. It also finances and services loans provided to consumers for their timeshare purchases. Prior to the closing of the planned acquisition of Diamond Resorts International Inc., the company manages about 60 timeshare properties located in the US, Japan, the United Kingdom, Italy, and Barbados. 2020 net revenues were about $900 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. HORIZON GLOBAL: Incurs $15.2 Million Net Loss in First Quarter -------------------------------------------------------------- Horizon Global Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $15.15 million on $199.19 million of net sales for the three months ended March 31, 2021, compared to a net loss of $17.03 million on $163.25 million of net sales for the three months ended March 31, 2020. As of March 31, 2021, the Company had $468.15 million in total assets, $492.41 million in total liabilities, and a total shareholders' deficit of $24.26 million. Cash and availability was $63.4 million, a reduction of $20.0 million compared to Dec. 31, 2020, and an increase of $12.6 million compared to March 31, 2020. Working Capital was $81.8 million, an increase of $26.2 million compared to Dec. 31, 2020, primarily reflecting strategic build of inventory in preparation to meet significant open order and customer demand in anticipation of traditional peak selling season. Gross debt increased $14.3 million to $280.4 million compared to Dec. 31, 2020, primarily reflecting proceeds from the term loan refinancing completed during the first quarter of 2021. "We carried our positive momentum from 2020 into the first quarter of 2021, with our continued operational improvement initiatives driving significantly improved financial performance," stated Terry Gohl, Horizon Global's president and chief executive officer. "Our global team has shown great tenacity as the Company continues to thrive in this unprecedented macro-economic environment. Our first quarter financial results reflect improvement across the board, from sales to profitability, as we continued to execute to our plan and received outstanding support from our customers and suppliers across the globe." Gohl continued, "While a proportion of our period-over-period net sales increase is attributable to the COVID-impacted environment in the back half of March 2020, demand levels in January and February 2021 far exceeded those from the prior year periods. The sales increase is even more impactful when considering industry-wide logistics and supply chain headwinds. In addition to elevated sales across the business, our order book increased each month during the first quarter and continues to grow." Gohl commented, "As we enter the traditional peak selling season in North America, we have strong order book momentum and a focused operation plan expected to expand our market share in a profitable manner. Also, as planned, we are now proceeding to the execution phase of our operational excellence measures across our Europe-Africa segment. This will result in a more efficient and flexible manufacturing footprint enabling us to optimize our sales mix and realize profitable growth in the segment. We expect our global efforts to generate both near- and long-term value for our employees, customers and shareholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1637655/000163765521000084/hzn-20210331.htm About Horizon Global Horizon Global -- http://www.horizonglobal.com-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer. Horizon Global reported a net loss attributable to the Company of $36.56 million for the 12 months ended Dec. 31, 2020, compared to net income attributable to the company of $80.75 million for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $456.49 million in total assets, $480.34 million in total liabilities, and a total shareholders' deficit of $23.85 million. ICAN BENEFIT: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of iCan Benefit Group, LLC and iCan Holdings, LLC. The committee members are: 1. Timothy J. Moore 10755 Stonebridge Blvd. Boca Raton, FL 33498 Phone: 561-376-9873 E-mail: tim@mooremail.xyz 2. Matthew Leeth 1028 5th Street N St. Petersburg, FL 33701 Phone: 720-838-4206 E-mail: Mleeth@gmail.com 3. Shannon Bedore Sightline Retail, LLC 24 SE C Street, Suite #6 Bentonville, AR 72712 Phone: 479-422-6237 E-mail: bedores@sightlineretail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About iCan Benefit Group iCan Benefit Group, LLC -- https://icanbenefit.com -- is a licensed insurance agency offering a variety of benefit programs and insurance products from a number of licensed insurance companies. iCan Benefit Group and its affiliate, iCan Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 21-12567) on March 18, 2021. Judge Mindy A. Mora oversees the cases. At the time of the filing, iCan Benefit Group disclosed $10 million to $50 million in both assets and liabilities. iCan Holdings disclosed assets of between $1 million and $10 million and liabilities of the same range. Stephen M. Tucker, manager, signed the petitions. Agentis PLLC serves as the Debtors' legal counsel. INSPIREMD INC: Approved for Listing on Nasdaq Capital Market ------------------------------------------------------------ InspireMD, Inc.'s shares have been approved for listing on The Nasdaq Capital Market. Trading is expected to begin on May 21, 2021, under the symbol NSPR on the Nasdaq. InspireMD CEO Marvin Slosman commented, "We believe that moving to the Nasdaq Capital Market is a strategically important change that places us in the company of our peers and allows us greater access to a wider set of investors, thereby enabling us to build our fundamental base of investors. InspireMD is a stronger company today than ever before, and I am proud of the extraordinary efforts of our expanding team in creating an exciting future for our company. We are extremely pleased to now be a part of the Nasdaq exchange and value our new relationship." About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $10.54 million for the year ended Dec. 31, 2020, compared to a net loss of $10.04 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $17.78 million in total assets, $5.61 million in total liabilities, and $12.16 million in total equity. INSPIREMD INC: Incurs $3.2 Million Net Loss in First Quarter ------------------------------------------------------------ InspireMD, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.24 million on $1.01 million of revenues for the three months ended March 31, 2021, compared to a net loss of $1.98 million on $1.03 million of revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $48.63 million in total assets, $4.68 million in total liabilities, and $43.95 million in total equity. At March 31, 2021, the Company had cash and cash equivalents of $44,034,000, as compared to $12,645,000 as of Dec. 31, 2020. The Company has historically met its cash needs through a combination of issuing new shares, borrowing activities and product sales. The Company's cash requirements are generally for research and development, marketing and sales activities, finance and administrative costs, capital expenditures and general working capital. For the three months ended March 31, 2021, net cash used in the Company's operating activities increased by $1,287,000 to $3,641,000, from $2,354,000 during the same period in 2020. The primary reason for the increase in cash used in the Company's operating activities was an increase of $647,000 in payments for third party related expenses and for professional services (primarily due to a settlement payment made to a former distributor) and an increase of $410,000 in compensation costs paid during the three months ended March 31, 2021, from $1,904,000 in the three months ended March 31, 2020 to $2,314,000 during the same period in 2021 as well as a decrease of $230,000 in payments received from customers, to $759,000 during the nine months ended March 31, 2021, from $989,000 during the same period in 2020. Cash used in the Company's investing activities was $24,000 during the three months ended March 31, 2021, compared to $3,000 during the three months ended March 31, 2020. The primary reasons for the increase in cash used by its investing activities were: an increase of $26,000 in payments made for purchase of property, plant and equipment to $26,000 during the three months ended March 31, 2021, from $0 during the same period in 2020. Cash provided by financing activities for the three months March 31, 2021, was $35,068,000, compared to $3,000 during the same period in 2020. The principal sources of the cash provided by financing activities during the three months ended March 31, 2021 were the Copany's February 2021 public offering of common stock and warrants, exercise of Series F and Series G warrants, proceeds from an At-the-market offering as well as proceeds from the issuance of shares to Chinese distributor that resulted in approximately $35,068,000 of aggregate net proceeds. The principal source of the cash provided by financing activities during the three months ended March 31, 2020, was the funds received from the exercise of pre-funded warrants that resulted in approximately $3,000 of aggregate net proceeds. As of March 31, 2021, the Company's current assets exceeded the Company's current liabilities by a multiple of 16.1. Current assets increased by $30,911,000 during the period and current liabilities decreased by $839,000 during the period. As a result, its working capital increased by $31,750,000 to $43,384,000 as of March 31, 2021. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1433607/000149315221010881/form10q.htm About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $10.54 million for the year ended Dec. 31, 2020, compared to a net loss of $10.04 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $17.78 million in total assets, $5.61 million in total liabilities, and $12.16 million in total equity. J-BIRD PROPERTIES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of J-Bird Properties, LLC. About J-Bird Properties J-Bird Properties, LLC sought Chapter 11 protection (Bankr. S.D. W.Va. Case No. 21-30032) on Feb. 24, 2021, listing under $1 million in both assets and liabilities. Supple Law Office, PLLC, led by Joe M. Supple, Esq., serves as the Debtor's counsel. JAKKS PACIFIC: Stockholders Approve Reverse Common Stock Split -------------------------------------------------------------- Jakks Pacific, Inc. mailed a Proxy Statement on or about March 16, 2021 to its stockholders of record as of March 3, 2021 in connection with a Special Meeting of Stockholders, which was held virtually (online) on April 30, 2021. At the Meeting, the stockholders voted on one matter as follows: to ratify the filing and effectiveness of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on July 6, 2020 (effective July 9, 2020), which implemented a reverse stock split of its outstanding common stock in the ratio of 1-for-10, which was approved. About Jakks Pacific JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific's popular proprietary brands include; Fly Wheels, Kitten Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose Mountain, Maui, Kids Only!; a wide range of entertainment-inspired products featuring premier licensed properties; and C'est Moi, a new generation of clean beauty. Jakks Pacific reported a net loss of $14.14 million for the year ended Dec. 31, 2020, compared to a net loss of $55.38 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $329.37 million in total assets, $314.69 million in total liabilities, $1.74 million in preferred stock, and $12.94 million in total stockholders' equity. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2006, included a "going concern" paragraph in its report dated March 19, 2021, citing that the Company's primary sources of working capital are cash flows from operations and borrowings under its credit facility. The Company's cash flows from operations are primarily impacted by the Company's sales, which are seasonal, and any change in timing or amount of sales may impact the Company's operating cash flows. The Company owes $124.5 million on its term loan and has borrowing capacity under its credit facility of $37.3 million as of December 31, 2020. During 2020, the Company reached an agreement with its holders of its term loan and the holder of its revolving credit facility, to amend the New Term Loan Agreement and defer the Company's EBITDA covenant requirement until March 31, 2022 and reduced the trailing 12-month EBITDA requirement to $25.0 million. Based on the Company's operating plan, management believes that the current working capital combined with expected operating and financing cashflows to be sufficient to fund the Company's operations and satisfy the Company's obligations as they come due for at least one year from the financial statement. JONES SODA: Reports 2021 First Quarter Financial Results -------------------------------------------------------- Jones Soda Co. issued a press release on May 6, 2021, announcing its financial results for the quarter ended March 31, 2021. First Quarter 2021 Financial Highlights vs. Year-Ago Quarter * Revenue increased 2% to $2.9 million compared to $2.8 million. * Gross profit as a percentage of revenue increased 610 basis points to 26.9% compared to 20.8%. * Net loss improved to $719,000, or $(0.01) per share, compared to a net loss of $891,000, or $(0.01) per share. * Adjusted EBITDA improved to $(578,000) compared to $(815,000). Management Commentary "We saw another quarter of revenue growth as our core bottled soda business sales grew across the U.S. and Canada," said Mark Murray, president and CEO of Jones Soda. "Our sales growth persisted despite a strong comparable period and we improved gross margin by a substantial 610 basis points, both of which are a testament to the progress our team has made in executing on the three-year turnaround plan that we set in place at the end of last year. "In 2021, our 25th year as The People's Craft Soda, we look forward to introducing exciting new product offerings to our consumers. Starting this month, Birthday Cake Soda Slurpees are available at 7-11 locations across the Pacific Northwest. Then, in July we will be introducing a new Pineapple & Cream flavor as part of our special release program. In October, just in time for the holiday season, we are bringing back Turkey & Gravy to meet the demands of our loyal customers. Beyond these product rollouts, we also continue to focus on our point of difference - our labels. In fact, we will be launching a collection of augmented reality labels in June that will bring our labels to life and engage with our customers in a completely unique way. "Overall, we beat our internal expectations and believe the steps that we took in the first quarter have set the Company on a path for success for the rest of 2021. In addition to continuing to grow our core business, along with the launch of new products and augmented reality labels, we expect to gain new customers and keep our existing consumers engaged through social media and digital initiatives that highlight our brand's unique labels and products. Operationally, we will continue to build relationships and work with our supply chain partners to meet the growing demand for Jones products. We look forward to a great year of growth for Jones Soda." First Quarter 2021 Financial Results Revenue in the first quarter of 2021 increased 2% to $2.9 million compared to $2.8 million in the year-ago quarter. Despite a strong comparable period in the first quarter of 2020 that included higher sales in the foodservice channel, the revenue growth was a result of a strong increase in sales of Jones Soda's core bottled soda products. Gross profit as a percentage of revenue increased 610 basis points to 26.9% for the first quarter of 2021 compared to 20.8% in the same year-ago quarter. The improvement in gross profit margin reflects the execution of goals within the Company's turnaround plan, including creating a more favorable product mix and optimizing supply chain costs. Net loss for the first quarter of 2021 improved to $719,000, or $(0.01) per share, compared to a net loss of $891,000, or $(0.01) per share, in the same quarter a year ago. Adjusted EBITDA in the first quarter of 2021 improved to $(578,000) compared to $(815,000) in the same quarter a year ago. At March 31, 2021, cash and cash equivalents totaled $3.6 million compared to $4.6 million at Dec. 31, 2020. Apart from an outstanding convertible debt instrument and its loan under the Paycheck Protection Program, the Company did not have any substantial debt and continues to actively evaluate a new line of credit. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1083522/000117184321003264/exh_991.htm About Jones Soda Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com -- develops, produces, markets and distributes premium beverages primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. The Company's products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, "up and down the street" in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through its national accounts with several large retailers. Jones Soda reported a net loss of $3 million for the year ended Dec. 31, 2020, compared to a net loss of $2.78 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $9.05 million in total assets, $4.67 million in total liabilities, and $4.38 million in total shareholders' equity. Seattle, Washington-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 24, 2021, citing that the Company has suffered recurring losses from operations and has negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. KAISER ALUMINUM: Fitch Assigns BB Rating on New Senior Unsec. Notes ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Kaiser Aluminum Corp.'s new senior unsecured notes. Proceeds will be used to refinance the company's $350 million senior unsecured notes due 2025 and for general corporate purposes. Kaiser's ratings reflect its solid business model, including its focus on products with demanding applications and higher barriers to entry, and its ability to pass through metal prices to customers for the majority of its products, partially offset by its high exposure to cyclical end markets. Additionally, the ratings reflect materially weaker aerospace and automotive demand in 2020, driven by the pandemic, resulting in 2020 shipments approximately 20% lower compared with 2019 and elevated total debt/EBITDA. The Positive Rating Outlook reflects Kaiser's acquisition of Alcoa Warrick LLC, a rolling mill concentrated in packaging, for $617 million in cash and the assumption of other post-employment benefit (OPEB) liabilities. Fitch views the acquisition as a credit positive, as Kaiser funded the acquisition with cash on hand, partially associated with a $350 million bond offering earlier in 2020, preserving the company's financial profile while increasing its size and earnings. Fitch believes the acquired EBITDA will lead to Kaiser's total debt/EBITDA trending below 3.0x by YE22. Fitch also views the exposure to the stable, noncyclical packaging end market as a credit positive. KEY RATING DRIVERS Warrick Acquisition Credit Positive: Fitch views Kaiser's acquisition of Alcoa Warrick LLC for $670 million as a credit positive, as Kaiser has funded the transaction with cash on hand, thereby preserving its financial profile while increasing earnings. Fitch believes the acquired EBITDA will lead to total debt/EBITDA trending below 3.0x over the ratings horizon. Additionally, Fitch views the gained exposure to the stable, noncyclical packaging end market as a credit positive. In connection with the acquisition, Kaiser has taken on some pension and OPEB obligations for existing employees but not retirees. Cash pension and OPEB costs are manageable at around $4 million annually, and liabilities are estimated at $83 million. High Aerospace/Auto Exposure: Kaiser has high and concentrated exposure to cyclical industries, including aerospace and automotive. Approximately 35% and 17% of 2020 shipments were to the aerospace and automotive industries, respectively. Weak demand has led to sharply lower shipments and significantly lower EBITDA generation in 2020. Fitch believes commercial airlines in particular will continue to be negatively affected by the pandemic. Fitch views Kaiser's cyclical end-market exposure as partially offset by Kaiser's entry into the stable packaging end market. Generally, Fitch expects that recovery for the commercial airlines industry could take longer than for automotive, although the semiconductor shortage could negatively affect the automotive sector in the near term. In the longer term, Fitch believes the aerospace and automotive industries present significant growth opportunities, driven by increasing aluminum content from the light-weighting of vehicles and generally increasing global travel demand over the past 15 years, prior to the 737MAX issues and the pandemic in 2019 and 2020, respectively. Leverage to Trend Lower: Kaiser's strategy is to maintain conservative financial leverage and targets net leverage below 2.0x through the cycle. Before 2020, total debt/EBITDA had remained below 2.5x and, on average, has been below 2.0x over the last four years, despite Kaiser's exposure to cyclical end markets. However, gross leverage significantly increased in 2020, and Fitch expects it to remain elevated over the next year driven by the slower recovery in aerospace and the issuance of new notes. Fitch expects total debt/EBITDA to trend below 3.0x in 2022 with acquired EBITDA generation from the Warrick acquisition and recovery of the underlying business. Solid Business Model: Kaiser focuses on products with demanding applications and higher barriers to entry, which tend to command a premium and differentiates its product mix from competitors. Kaiser's EBITDA margins tend to fluctuate much less than aluminum prices as a result of the company's ability to pass through the majority of metal prices on to its customers and its utilization of hedges to hedge most of the remaining metal price risk. Solid Liquidity: Given Kaiser's next maturity is not until 2028, Fitch believes it is unlikely Kaiser will prepay debt but expects gross leverage to trend lower over the ratings horizon due to stronger EBITDA generation after 2020, driven by the Warrick acquisition in addition to economic recovery. Fitch views positively Kaiser's suspension of its share repurchase program to preserve liquidity. Additionally, Fitch believes Kaiser has significant flexibility in the timing of capital spending for its $375 million Trentwood project, targeting project completion by 2025. Customer/End-Market Concentration: Kaiser has significant customer concentration and end-market concentration risk. Reliance Steel & Aluminum Co. (BBB+/Stable) and The Boeing Company (BBB-/ Negative) are Kaiser's two largest customers, representing a combined 37% of sales in 2020. Kaiser also has significant and concentrated market exposure to cyclical industries, including aerospace and automotive, which accounted for 31% and 14% of 2020 net sales, respectively. Fitch views Kaiser's entry into the stable noncyclical packaging end market, long customer relationships and exposure to industries with solid longer-term growth prospects as partially offsetting customer concentration and market concentration risk. DERIVATION SUMMARY Kaiser is smaller, less diversified by end market and has weaker projected leverage metrics compared with leading global rolled aluminum sheet producer Arconic Corporation (BB+/Negative), although Arconic has weaker margins and meaningful pension obligations. Kaiser has similar end-market exposure, although it is more diversified by end market than global engineering products provider Howmet Aerospace Inc. (BBB-/Stable). Howmet is significantly larger, has higher EBITDA margins and has more favorable projected leverage metrics. Kaiser is significantly smaller and has higher exposure to cyclical end markets than globally leading rolled aluminum products and can recycler Novelis Inc. (NR), although Kaiser has higher EBITDA margins. Kaiser is smaller, less diversified by end market and has less favorable gross leverage metrics compared with global industrial bearings manufacturer The Timken Company (BBB-/Negative). KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Slow recovery in aerospace shipments in 2021 and 2022, not recovering to near-2019 levels until 2023. -- Automotive shipments recover moderately in 2021 and 2022 but do not recover to near-2019 levels until 2023. -- Aluminum prices of $1,950/tonne in 2021, $1,850/tonne in 2022, $1,850/tonne in 2023 and $1,900/tonne in 2024. -- Dividends remain at current levels. -- No further acquisitions and no share repurchases through the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt/EBITDA sustained below 3.0x. -- Net debt/EBITDA expected to be sustained below 2.5x. -- EBIT margins sustained above 8%, reflective of improved market conditions. -- EBITDA trending above $325 million, signaling a recovery of the underlying business and the successful integration of the Warrick acquisition. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt/EBITDA trending higher after 2020 and/or expected to be sustained above 4.0x in 2022. -- Net debt/EBITDA sustained above 3.0x before 2022. -- EBIT margins sustained below 7%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Cash and cash equivalents were approximately $128 million as of March 31, 2021, and availability under the $375 million ABL was approximately $367. The ABL is subject to a borrowing base and a 1.0x fixed-charge coverage covenant if excess availability is less than the greater of (i) 10% of the line cap (minimum of $375 million and the borrowing base) and (ii) $30 million. 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. KIDS FIRST: Court Overrules Objections, Confirms Plan ----------------------------------------------------- Judge David E. Rice has entered an order confirming the plan of Kids First Swim Schools, Inc. Both the Warminster Objection and the WesBanco Objection are overruled. As evidenced by the Tally of Ballots, holders of Claims in Classes 2 and 4 voted in acceptance of the Plan. No other class of claims received votes with respect to the Plan. Class 2 received one vote with 100 percent acceptance, and Class 4 received 12 votes, with 92.3 percent in number and 89.3 percent in value of claims that voted to accept the Plan. The Plan Confirmation Order modifies the Plan as follows: (a) Notwithstanding any provision to the contrary in this Confirmation Order, the Plan or any appendices thereto, including, but not limited to, the requirement set forth in Article I of the Plan that all parties claiming Administrative Expense Claims pursuant to Sec. 507(a)(2) of the Bankruptcy Code shall file an application to approve their respective asserted administrative claim priority status no later than thirty (30) days after the Effective Date, Winchester Gateway Station LLC ("PECO") shall have, in full resolution of its administrative expense claim against the Debtor, an Allowed Administrative Expense Claim against the Debtor in the amount of $16,250, which amount shall be treated and paid in accordance with the confirmed Plan without any requirement for PECO to file a subsequent application seeking approval of its administrative claim. All rights of PECO and the Debtor are reserved with respect to PECO's general unsecured claim. Similarly, Central Park Retail, LLC shall have an Allowed Administrative Expense Claim in the amount of $21,443; Second Sully, L.P. shall have an Allowed Administrative Expense Claim in the amount of $33,394.96; and Town Center at Sterling Borrower, LLC, shall have an Allowed Administrative Expense Claim in the amount of $24,565.32; all of which shall be treated and paid in accordance with the confirmed Plan without any requirement for the respective administrative claimants to file a subsequent application seeking approval of its administrative claim. All rights of Central Park Retail, LLC, Second Sully, L.P., the Town Center at Sterling Borrower, LLC, and the Debtor are reserved with respect to the administrative claimants' respective general unsecured claims. (b) With respect to Appendix F of the Plan, the Lease dated November 30, 2006, as between the Debtor and Eastgate, LLC, is rejected as set forth, and upon the terms contained, in the Consent Order Denying, in Part, Omnibus Motion to Assume Unexpired Leases of Nonresidential Real Property. A copy of the Amended Chapter 11 Subchapter V Plan of Reorganization is available at https://bit.ly/3eKgU3t About KIDS FIRST Swim Schools Based in Fallston, Md., KIDS FIRST Swim Schools, Inc. -- https://kidsfirstswimschools.com/ -- is a provider of year-round warm water swimming instruction, operating 37 locations across seven states. KIDS FIRST Swim Schools sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 20-18161) on Sept. 3, 2020. In the petition signed by Gary L. Roth, president, the Debtor disclosed $7,003,878 in assets and $2,846,065 in liabilities. Judge David E. Rice oversees the case. Yumkas, Vidmar, Sweeney & Mulrenin, LLC, is the Debtor's legal counsel. McNamee Hosea is counsel for WesBanco Bank, Inc. Law Offices of Shannon J. Posner, P.A is counsel for Bank of America, N.A. KNOTEL INC: Gets Court OK to Seek on Liquidation Votes ------------------------------------------------------ Leslie A. Pappas of Bloomberg Law reports that Knotel, Inc., won court approval to solicit votes on its Chapter 11 plan, overcoming an objection from the Justice Department's bankruptcy watchdog over the lack of a detailed liquidation analysis. The shared work-space provider's disclosures give creditors enough information to make an informed decision, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware said Wednesday. LEGACY EDUCATION: Appoints Barry Kostiner as Director ----------------------------------------------------- The Board of Directors of Legacy Education Alliance, Inc. set the number of director seats on the Company's Board of Directors at four and appointed Barry M. Kostiner, 49, to the Board. Prior to his involvement with the Company, Mr. Kostiner was the CFO of Ameri Holdings Inc. from October 2018 through December 2020. Since January 2021, Mr. Kostiner has been a consultant to Enveric Biosciences, an evidence-based cannabinoid pharma company focused on palliative therapies for cancer patients. Prior to his position at AMRH, Mr. Kostiner was a consultant to a healthcare facility operator, Cypress Skilled Nursing, from May 16, 2020 through Oct. 18, 2020 and Linkay Technologies from May 17, 2020 through Oct 18, 2020 an artificial intelligence incubator with a portfolio of intellectual property focused on AI and LiDAR / geospatial technology, with research staff in India and New York. Mr. Kostiner's 20-year career in energy includes eight years at Goldman Sachs and Merrill Lynch and their affiliates, with a focus on energy trading and portfolio management, as well as serving as the CEO of an oil & gas SPAC (Nasdaq: PGRI) from 2007 through 2009. Mr. Kostiner earned an S.B. in Electrical Engineering and an S.M. in Operations Research from MIT. His thesis on the mathematics of electric industry deregulation was sponsored by Harvard's Kennedy School of Government. Mr. Kostiner is president of, and holds a 25% membership interest in, Legacy Tech Partners, LLC. On March 8, 2021, the Company issued a Senior Secured Convertible Debenture in the principal amount of $375,000 to LTP. The Debenture accrues interest at a rate of 10% and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022. The Debenture may be converted at any time after the issue date into shares of the Company's Common Stock at a price equal to $0.05 per share. On May 4, 2021, LTP exercised its conversion rights with respect to $330,000 of the outstanding principal at the Conversion Price resulting in the issuance of 6,600,000 shares of Common Stock to LTP. Prior to his appointment to the Board, Mr. Kostiner has been also employed by Elite Legacy Education, Inc., a subsidiary of the Company, as manager, Capital Markets since March 9, 2021 at an annual base salary of $120,000. In addition, Mr. Kostiner is entitled to participate in any (i) annual or long-term bonus or incentive plans maintained by the Company, (ii) stock option, stock ownership, stock incentive or other equity-based compensation plans maintained by the Company and (iii) in all compensation or employee benefit plans or programs, and all benefits or perquisites, for which any member of the Company's senior management is eligible under any existing or future Company plan or program. Mr. Kostiner's employment may be terminated by either party at any time. If Mr. Kostiner's employment is terminated (i) other than for cause or (ii) upon Mr. Kostiner's death, permanent disability, or voluntary resignation, Mr. Kostiner will be entitled to receive (i) any unearned and unpaid base salary and annual incentive compensation that has accrued but is paid as of the date of termination, (ii) a pro rata portion of any annual incentive compensation that Mr. Kostiner would have been entitled to receive and, (iii) a separation benefit in an amount equal to 26 weeks of base salary payable in biweekly installments. If Mr. Kostiner's employment is terminated other than for cause or due to his voluntary resignation within 18 months of a "change in control" event, he will be entitled to receive (i) any unearned and unpaid base salary and annual incentive compensation that has accrued but is paid as of the date of termination, (ii) a separation benefit in an amount equal to one year of base salary payable in lump sum. Mr. Kostiner's entitlement to receive any separation benefit described in this paragraph is conditioned on Mr. Kostiner executing a general release satisfactory to the Company. About Legacy Education Headquartered in Cape Coral, Florida, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com-- is a provider of practical and value-based educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. As of Dec. 31, 2020, Legacy Education had $6.34 million in total assets, $29.98 million in total liabilities, and a total stockholders' deficit of $23.64 million. MaloneBailey, LLP, in Houston, Texas, 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. LEGACY EDUCATION: LTP Converts $330K Loan Into Company Equity ------------------------------------------------------------- As previously disclosed, on March 8, 2021 Legacy Education Alliance, Inc., issued a Senior Secured Convertible Debenture to Legacy Tech Partners, LLC, under which LTP loaned the Company the principal sum of $375,000. The Initial Loan accrues interest at a rate of 10% and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022. The Initial Loan may be converted at any time after the issue date into shares of the Company's Common Stock at a price equal to $0.05 per share. Together with each Conversion Share, a warrant will be issued with a strike price of $0.05 per share and an expiration date of March 8, 2026. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the Debenture are not being registered under the Securities Act of 1933, as amended. The aggregate number of shares issuable upon conversion of the Debenture and upon the exercise of the Warrants may not exceed 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. On May 4, 2021 LTP exercised its conversion rights with respect to $330,000 of the outstanding principal of the Initial Loan at the Conversion Price resulting in the issuance of 6,600,000 shares of Common Stock to LTP. About Legacy Education Headquartered in Cape Coral, Florida, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com-- is a provider of practical and value-based educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. As of Dec. 31, 2020, Legacy Education had $6.34 million in total assets, $29.98 million in total liabilities, and a total stockholders' deficit of $23.64 million. MaloneBailey, LLP, in Houston, Texas, 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. LEWISBERRY PARTNERS: Unsecureds Will be Paid Over 3-Year Period --------------------------------------------------------------- Lewisberry Partners LLC filed a Plan and a Disclosure Statement. General unsecured creditors are classified in Class 2 are eligible to receive a pro rata percentage of their allowed claims, to be distributed pursuant to this Plan. The Lewisberry Properties are individually identified as follows: Lot 47, 2 Kingswood Drive; Lot 48, 4 Kingswood Drive; Lot 49, 6 Kingswood Drive; Lot 50, 8 Kingswood Drive; Lot 51, 10 Kingswood Drive; Lot 52, 12 Kingswood Drive; Lot 53, 14 Kingswood Drive; Lot 54, 16 Kingswood Drive; Lot 55, 18 Kingswood Drive; Lot 56, 20 Kingswood Drive; Lot 57, 22 Kingswood Drive; Lot 58, 24 Kingswood Drive; Lot 79, 142 Scully Place; Lot 80, 144 Scully Place; Lot 81, 146 Scully Place; Lot 82, 148 Scully Place; Lot 83, 135 Scully Place; Lot 84, 133 Scully Place; Lot 85, 131 Scully Place; Lot 86, 129 Scully Place; Lot 87, 127 Scully Place; Lot 88, 125 Scully Place; Lot 89, 123 Scully Place; Lot 90, 121 Scully Place; Lot 91, 111 Scully Place; Lot 92, 109 Scully Place; Lot 93, 107 Scully Place; Lot 94, 105 Scully Place; Lot 95, 103 Scully Place; Lot 96, 101 Scully Place. Each of the Lewisberry Properties is a residential dwelling which the Debtor leases to residential tenants. In addition to leasing the residential dwellings through a management company, the Debtor has also offered certain of the Lewisberry Properties for sale in the ordinary course of its business. The Plan will treat claims as follows: Class 1 - U.S. Bank as trustee of the HOF Grantor Trust I. The treatment to be provided to Class 1 shall be in full and final satisfaction of the Note underlying the Secured Claim. Debtor intends to object to this claim in the Suit, seeking, among other things, bifurcation, and/or equitable subordination as well as state law created causes of action. Pending the resolution of the Suit, Debtor will escrow payments representing 3% present value interest upon the Secured Claim. Class 1 is impaired. Class 2 - General Unsecured Creditors totaling $101,592.05. Once administrative expense claims are paid in full, Debtor will make quarterly payments to Class 2 on a pro rata basis over a three-year period commencing in the fourth quarter of 2021, and each subsequent quarter as Plan funding becomes available. Class 2 is impaired. Payments and distributions under the Plan will be funded from sales, refinance, operations, litigation, collections and new value contribution. Counsel for the Debtor: Michael D. Vagnoni, Esquire Edmond M. George, Esquire Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Telephone: 215.665.3140 Facsimile: 215.665.3165 Edmond.george@obermayer.com A copy of the Disclosure Statement is available at https://bit.ly/2QhCl2m from PacerMonitor.com. About Lewisberry Partners, LLC Lewisberry Partners, LLC is primarily engaged in renting and leasing real estate properties. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327) on February 9, 2021. In the petition signed by Richard J. Puleo, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eric L. Frank oversees the case. Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP is the Debtor's counsel. LIBERTY POWER: $40MM DIP Loan from Boston Energy Has Interim OK --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has authorized Liberty Power Holdings, LLC to, among other things, use cash collateral and obtain up to $40,000,000 in post-petition financing from Boston Energy Trading and Marketing, LLC or its designee or assignee. Specifically, the Court says the Debtor is authorized to execute, enter into and perform under the DIP Documents and to incur new indebtedness thereunder up to an aggregate amount of $4,000,000, pending entry of a Final Order. The Debtor requires access to DIP Financing to ensure it has sufficient working capital and liquidity to preserve and maintain the value of its estate, and facilitate a sale of the Debtor's assets. In July 2020, the Debtor completed a restructuring of its capital structure. In connection thereafter, the Debtor and Boston Energy Trading and Marketing, LLC, the DIP Lender, executed several documents which include a Supply and Service Agreement, by and among Boston Energy Trading and Marketing LLC, and Liberty Power Holdings LLC, dated as of July 6, 2020. As of the Petition Date, the Debtor owed BETM $121,031,960, plus interest, costs and attorneys' fees for advances and other financial accommodations extended by BETM to or for the benefit of the Debtor. On July 6, 2020, BETM protected its first-priority security interest by filing a UCC1 Financing Statement with the Delaware Secretary of State (U.C.C. Initial Filing No: 2020 4653442). As acknowledged in the Intercreditor Agreement, BETM holds a properly perfected, duly enforceable, first-priority lien on substantially all of the assets of the Debtor and its subsidiaries, and a perfected first-priority lien on all of the equity interests of the Debtor. The DIP Lender is granted a valid, binding, continuing, enforceable, fully-perfected first priority senior lien (pari passu with the Pre-Petition Liens) on, and security interest in, all tangible and intangible prepetition and post-petition property of the Debtor. As adequate protection for the use of its Cash Collateral, the DIP Lender is granted a security interest in and lien upon all the personal property of the Debtor, whether owned or existing as of the Petition Date or thereafter acquired or arising, and all proceeds, products, rents, revenues, or profits of such property, excluding, however, the Avoidance Actions. The Replacement Liens will be junior and subordinate to the DIP Liens and the Carve Out. The Replacement Liens will be deemed attached, perfected, and enforceable against the Debtor and all other persons, without the filing of any financing statements or other compliance with non-bankruptcy law. The occurrence of any of these events will constitute an "Event of Default" under the Interim Order: a. The granting of relief from the automatic stay to foreclose a lien or the taking of control or possession of, or the exercise of any right of setoff with respect to, any Post-Petition Collateral; b. The failure to obtain the entry of the Final Order with terms satisfactory to the DIP Lender on or before June 1, 2021, unless agreed to otherwise in writing by the DIP Lender in its sole discretion; c. The failure to achieve or perform any of the Milestones set forth in this Interim Order; d. The entry by the Bankruptcy Court or another court of competent jurisdiction of an order disallowing any of the DIP Obligations or determining that any provision of the DIP Documents is not enforceable according to its terms; e. The entry by the Bankruptcy Court of an order determining that the DIP Liens are invalid or do not have the priority and extent provided in the DIP Documents, this Interim Order or the Final Order; f. The expiration or termination of the Debtor's exclusive right to file and solicit acceptances of a plan of reorganization under section 1121 of the Bankruptcy Code without the solicitation and filing of acceptances thereof; and g. The occurrence of an Event of Default under the DIP Documents (and the expiration of any period of cure, grace or notice, if any, set forth in such agreement relating to such default). The Superpriority Claims, the Replacement Liens and DIP Liens granted to the DIP Lender will be junior and subordinate to (a) all fees required to paid by the Debtor to the Office of the United States Trustee pursuant to 28 U.S.C. Section 1930(a), (b) all fees due the Clerk of the Court, (c) with respect to the Debtor's professionals, the allowed fees and disbursements as may be awarded to such professionals from time to time pursuant to Bankruptcy Code section 330, in the aggregate amount set forth in the Budget and only to the extent such fees were incurred prior to an Event of Default but not yet paid, (d) up to $100,000 in fees and expenses incurred by the Debtor's professionals following an Event of Default, and (e) amounts to pay post-petition "trust fund" obligations. The DIP Obligations will mature and become due and payable on the earliest of: (i) the effective date of a chapter 11 plan, (ii) the closing of sale of all or a substantial part of the Debtor’s assets, (iii) December 1, 2021, or (iv) the occurrence and declaration of an Event of Default by the DIP Lender. A final hearing on the matter is scheduled for May 24 at 11 a.m. A copy of the order is available for free at https://bit.ly/3fcKsWj from PacerMonitor.com. About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Florida, Liberty Power is one of the largest and longest-tenured owner-operated retail electricity provider in the United States. Liberty Power provides large and small businesses, government agencies and residential customers with competitively-priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. The Debtor estimated $50 million to $100 million in assets and at least $100 million in liabilities as of the bankruptcy filing. Judge Scott M. Grossman oversees the case. Genovese Joblove & Battista, P.A., is the Debtor's counsel. Boston Energy Trading and Marketing, LLC, as DIP Lender, is represented by: David T. McIndoe, Esq. Eversheds Sutherland (US) LLP 700 6th Street, NW, Suite 700 Washington, DC 20001-3980 - and - Mark D. Sherrill, Esq. Eversheds Sutherland (US) LLP 101 Fannin Street, Suite 3700 Houston, TX 77002-6760 LOST CAJUN: Gets Final Approval on Cash Collateral Use ------------------------------------------------------ Judge Joseph G. Rosania, Jr., authorized The Lost Cajun Enterprises, LLC and The Lost Cajun Spice Company, LLC to use cash on a final basis solely in the amounts set forth in each of the Debtors' budgets through July 22, 2021. Debtor The Lost Cajun Enterprises' budget provided for weekly cash outflows through July 22, 2021, in these amounts: $38,192 for Week 3 from May 7 to May 13, 2021; $8,531 for Week 4 from May 14 to May 20, 2021; $33,700 for Week 5 from May 21 to May 27, 2021; $8,092 for Week 6 from May 28 to June 3, 2021; $43,175 for Week 7 from June 4 to June 10, 2021; $10,375 for Week 8 from June 11 to June 17, 2021; $37,302 for Week 9 from June 18 to June 24, 2021; $10,796 for Week 10 from June 25 to July 1, 2021; $10,875 for Week 11 from July 2 to July 8, 2021; $37,275 for Week 12 from July 9 to July 15, 2021; and $31,975 for Week 13 from July 16 to July 22, 2021. Debtor The Lost Cajun Spice's budget provided for $130 to pay for other operating expenses in Week 8 (June 11 to June 17, 2021) and $40 for bank service charge in Week 9 (June 18 to June 24, 2021). The Debtors, however, may exceed the budget by up to 15% per line item, or they may exceed the 15%-per-line-item threshold provided that the total of all amounts in excess of all line items do not exceed 10% in the aggregate of the total budget. As adequate protection to SBA for the loans it granted as Economic Injury Disaster Loans (EIDL), SBA shall have a replacement lien on all of the Debtors' property acquired or generated after the Petition Date, to the same extent and priority, and of the same kind and nature, as the Debtors' property securing the pre-petition obligations to the SBA under the Loan Authorization and Agreement. The replacement liens shall be junior to fees payable to the Office of the U.S. Trustee pursuant to Section 28 of the U.S. Bankruptcy Code, and to fees and expenses for the Debtors' Court-approved professionals. A copy of the Motion, along with The Lost Cajun Enterprises Budget (Exhibit A) and The Lost Cajun Spice Budget (Exhibit B) is available for free at https://bit.ly/3tK7jgZ from PacerMonitor.com. About The Lost Cajun Enterprises The Lost Cajun Enterprises, LLC, located at 204 Main St., Frisco, CO 80443, filed a Chapter 11 petition (Bankr. D. Col. Case No. 21-12072) on April 21, 2021. The Debtor disclosed between $100,000 and $500,000 in estimated assets, and between $1 million and $10 million in estimated liabilities. Affiliate, The Lost Cajun Spice Company filed a petition under Sub-chapter V of Chapter 11 of the Bankruptcy Code on April 21, 2021. Lost Cajun Spice estimated up to $50,000 in assets, and between $500,001 and $1 million in liabilities as of the Petition Date. The Debtors' cases are jointly administered. Amy M. Leitch, Esq., at AKERMAN LLP, represents the Debtors as counsel. The petitions were signed by Raymond A. Griffin, founder. LOST CAJUN: Seeks to Hire Akerman LLP as Legal Counsel ------------------------------------------------------ The Lost Cajun Enterprises, LLC and The Lost Cajun Spice Company, LLC seek approval from the U.S. Bankruptcy Court for the District of Colorado to hire Akerman LLP as their legal counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties in the continued operation of their business; b. advising the Debtors with respect to all general bankruptcy matters; c. preparing legal papers; d. representing the Debtors at all critical hearings on matters relating to their affairs and interests before the bankruptcy court, any appellate courts, and the United States Supreme Court; e. prosecuting and defending litigated matters that may arise during the Debtors' Chapter 11 cases; f. negotiating appropriate transactions and preparing any necessary documentation related thereto; g. representing the Debtors on matters relating to the assumption or rejection of executory contracts and unexpired leases; h. advising the Debtors with respect to general corporate securities, real estate, litigation, environmental, labor, regulatory, tax, healthcare, and other legal matters which may arise during the pendency of the cases. The firm will be paid as follows: David W. Parham Partner $750 per hour Amy M. Leitch Partner $430 per hour Laura Taveras Associate $390 per hour Jennifer S. Meehan Paralegal $280 per hour Teresa Barrera Paralegal $250 per hour David Parham, Esq., a partner at Akerman, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David W. Parham, Esq. 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel: (214) 720-4300 Fax: (214) 981-9339 Email: david.parham@akerman.com About The Lost Cajun Enterprises The Lost Cajun Enterprises, LLC, a Frisco, Colo.-based company, and The Lost Cajun Spice Company filed Chapter 11 petitions (Bankr. D. Colo. Lead Case No. 21-12072) on April 21, 2021. Amy M. Leitch, Esq., at Akerman LLP, represents the Debtors as legal counsel. At the time of the filing, Lost Cajun Enterprises disclosed between $100,000 and $500,000 in assets, and between $1 million and $10 million in liabilities. Lost Cajun Spice disclosed assets of up to $50,000 and liabilities of up to $1 million as of the petition date. MALLINCKRODT PLC: Acthar Plaintiffs Say Disclosures Deficient ------------------------------------------------------------- The Acthar Plaintiffs submitted a preliminary objection to the Mallinckrodt PLC, et al.'s Disclosure Statement, saying that the Debtors' Disclosure Statement is woefully deficient and lacks supporting schedules, documents and information. The Acthar Plaintiffs point out that despite having six months post-filing and having contemplated restructuring and Chapter 11 since February 2020, the Debtors filed a Disclosure Statement which fails to include a Liquidation Analysis, Schedules or information which would support a Liquidation Analysis, valuations of the debtor entities, which would be part of such analysis, proper analysis of the claims against the Debtors and such other and further information that a creditor would require to make an informed decision on the Plan. The Acthar Plaintiffs further point out that the Disclosure Statement lacks all information regarding the valuation of the debtor entities, how those values were determined, how value was allocated among business units and the methodology for such allocation. The Debtor must provide this information. The Acthar Plaintiffs assert that the Debtors' Plan relies on intentionally vague valuation and allocation of value among entities in order to shift value away from the Specialty Brands entities to Specialty Generics, or entities which are obligors on the Guaranteed Unsecured Notes but have no assets or value. According to the Acthar Plaintiffs, the Plan treats unsecured creditors in three separate classes: Guaranteed Unsecured Notes, Trade Creditors and Others. The Acthar Plaintiffs are in the "Other" class. The difference in treatment ranges from a 70% distribution to a 2.5% distribution. The Disclosure Statement provides no description, support or analysis that explains the disparate treatment, provides a reasonable basis for such discrimination or explains the financial or legal basis for such discriminatory treatment. The Acthar Plaintiffs point out that the Debtors' Plan and Disclosure Statement do not explain or provide any information on the substantial transfers that occurred pre-petition from the Specialty Brands entities. The Acthar Plaintiffs further point out that the Debtors' Disclosure Statement does not disclose that the Debtors continue to violate antitrust and other price-fixing laws on a post-petition basis. The Debtors have failed to correct any of their illegal conduct. The Acthar Plaintiffs assert that the Debtors reject the indemnity agreements, to the extent such ever existed, with Express Scripts. The Debtors should disclose that such rejection eliminates all basis for the injunctive relief preventing the Acthar Plaintiffs from pursuing Express Scripts and, once the injunction is lifted, the Acthar Plaintiffs will be free to pursue Express Scripts. Counsel for the Acthar Plaintiffs: Daniel K. Astin CIARDI CIARDI & ASTIN 1204 North King Street Wilmington, DE 19801 Telephone: (302) 658-1100 Facsimile: (302) 658-1300 E-mail: dastin@ciardilaw.com - and - Albert A. Ciardi, III, Esquire Walter W. Gouldsbury III, Esquire CIARDI CIARDI & ASTIN 1905 Spruce Street Philadelphia, PA 19103 Telephone: (215) 557-3550 Facsimile: (215) 557-3551 E-mail: aciardi@ciardilaw.com wgouldsbury@ciardilaw.com - and - Donald E. Haviland, Jr., Esq. William H. Platt II, Esq. HAVILAND HUGHES 201 South Maple Ave., Suite 110 Ambler, Pennsylvania 19002 Tel: 215-609-4661 Fax: 215-392-4400 E-mail: haviland@havilandhughes.com platt@havilandhughes.com - and - Dion G. Rassias, Esq. Jillian E. Johnston, Esq. THE BEASLEY FIRM, LLC 1125 Walnut Street Philadelphia, PA 19107 Tel: 215-592-1000 E-mail: dgr@beasleyfirm.com Jill.johnston@beasleyfirm.com - and - James Bartimus, Esq. Anthony DeWitt, Esq. BARTIMUS, FRICKLETON, ROBERTSON, RADAR PC 11150 Overbrook Road, Suite 200 Leawood, Kansas 66211 Tel: 913-266-2300 Fax: 913-266-2366 E-mail: jb@bflawfirm.com ALDewitt@bflawfirm.com - and - Peter J. Flowers, Esq. Jonathan P. Mincieli, Esq. MEYERS & FLOWERS, LLC 3 North Second Street, Suite 300 St. Charles, Illinois 60174 Tel: 630-232-6333 Fax: 630-845-8982 E-mail: pjf@meyers-flowers.com jpm@meyers-flowers.com About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC, is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. On April 20, 2021, the Debtors filed their Plan of Reorganization and the Disclosure Statement related thereto. The Bankruptcy Court will hold a hearing to consider approval of the Disclosure Statement on May 26, 2021, at 1 p.m. (prevailing Eastern Time) before the Honorable John T. Dorsey. MARX STEEL: Unsecureds Will Recover Up to 5% Under Plan ------------------------------------------------------- Judge Marvin Isgur has entered an order conditionally approving the amended combined disclosure statement and plan filed by Marx Steel, LLC. June 10, 2021, is fixed as the last day for filing written acceptances or rejections of the plan. By May 13, 2021, a copy of the Disclosure Statement Order, the Combined Plan and the Disclosure Statement, and a ballot shall be mailed to creditors. June 15, 2021, at 10:00 a.m., is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the Plan. June 10, 2021, is fixed as the last day for filing written objections to the disclosure statement and confirmation of the plan. Marx Steel, LLC, submitted an Amended Combined Plan of Liquidation and Disclosure Statement. 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. This shut down resulted in the Debtor's inability to look at any new operating facilities. For some time, the Debtor was unable to reach prospective landlords to inquire about various facilities. 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. The assets of Marx Steel as of the Petition Date has a total value of $957,026. The Plan will treat claims as follows: * Class 4 Other Allowed Secured Claims and will recover 0% of their claims. Secured creditors will have collateral returned and deficiency claim will be treated as Class 7 claim. Within 14 days of the Effective Date, Marx Steel shall surrender the collateral to the Holder of the Allowed Secured Claims or such other treatment as may be agreed between the holder of such Claim and Marx Steel. To the extent there is a deficiency balance due and owing, it shall be treated as Class 7 Claim. Class 4 is impaired. * Class 6 Allowed Non-Priority Tax Claims and will recover 0% to 100% of their claims. The Holders of Allowed Class 6 Claims shall receive pro rata share of distributions of the remaining Net Distributable Cash, after payment in full of Allowed Class 1, Class 2, and Class 3 Claims, until the earlier of (i) when the Allowed Class 6 Claims are paid in full, without interest, or (ii) the Net Distributable Cash is fully depleted. Class 6 is impaired. * Class 7 Allowed General Unsecured Claims and will recover 0% to 5%. 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 Class5 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. Class 7 is impaired. * Class 8 Allowed Equity Interests and will recover 0% of their claims. The Holder of Allowed Class 8 Equity Interests shall receive no distribution under the Plan. Class 8 is impaired. 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. Attorneys for the Debtor: MELISSA A. HASELDEN HASELDEN FARROW, PLLC State Bar No. 00794778 700 Milam, Suite 1300 Pennzoil Place Houston, Texas 77002 Telephone: (832)819-1149 Facsimile: 866.405.6038 A copy of the Order is available at https://bit.ly/3uIec41 from PacerMonitor.com. A copy of the Amended Combined Plan of Liquidation and Disclosure Statement is available at https://bit.ly/3bnclK4 from PacerMonitor.com. 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 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. MARZILLI MACHINE: BCSB Says Disclosure Statement Inadequate ----------------------------------------------------------- Bristol County Savings Bank ("BCSB"), a secured creditor, objects to the Disclosure Statement with Respect to Chapter 11 Plan of Reorganization of Debtor Marzilli Machine Co. The Debtor and BCSB have been in discussions regarding BCSB's concerns with the Disclosure Statement. The Debtor has represented that it will file an amended disclosure statement prior to the May 13, 2021 hearing that addresses BCSB's concerns. BCSB files this opposition in order to preserve its rights. BCSB believes that the Disclosure Statement fails to provide adequate information for the following reasons: * It fails to provide adequate information about the Debtor's pre-petition finances and operations; * It fails to provide adequate information about the Debtor's financial performance during the bankruptcy and how that performance compared to the Debtor's projections; * It fails to disclose the receipt of one-time grant and insurance funds and to address the Debtor's performance in the absence of those funds; * It fails to adequately describe the basis for the valuation of the Debtor's assets; and, * It fails to accurately describe the absolute priority rule. The Disclosure Statement also fails because the Debtor's plan is unconfirmable on its face. The Debtor's plan fails to adequately provide for the impaired claim of BCSB, unfairly discriminates against BCSB, and is not fair and equitable. Furthermore, the Plan impermissibly classifies the SBA's general unsecured claim for an economic injury disaster loan in a separate class. A full-text copy of BCSB's objection dated May 11, 2021, is available at https://bit.ly/2RRrlZK from PacerMonitor.com at no charge. Counsel for Bristol County Savings: Kate E. Nicholson Nicholson P.C. 21 Bishop Allen Dr. Cambridge, MA 02139 Tel: (857) 600-0508 E-mail: knicholson@nicholsonpc.com About Marzilli Machine Co. Marzilli Machine Co. -- https://www.marzmachine.com/ -- is a manufacturer of military, aerospace, medical and firearms components. Marzilli Machine filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne Marzilli signed the petition. At the time of filing, the Debtor disclosed $1,155,586 in assets and $1,763,992 in liabilities. Judge Christopher J. Panos oversees the case. Madoff & Khoury, LLP serves as Debtor's legal counsel. MARZILLI MACHINE: Massachusetts Growth Says Plan Unconfirmable -------------------------------------------------------------- Massachusetts Growth Capital Corporation ("MGCC"), a secured creditor of debtor Marzilli Machine Co., objects to the Debtor's Motion to Approve Disclosure Statement with Respect to Chapter 11 Plan of Reorganization dated April 9, 2021. MGCC claims that the Plan is a "bootstrap plan" for which creditors, who are to receive payments over several years, will rely entirely upon the abilities of the Debtor's current management to operate the Debtor on a profitable basis. MGCC points out that the Disclosure Statement should contain, year-end balance sheets, profit and loss statements and cash flow statements for each of calendar years 2016 through 2020 inclusive. The Disclosure Statement should also include financial statements covering the post-petition period up to the most recent monthly operating report filed with the office of the United States Trustee. MGCC asserts that the Disclosure Statement should state that MGCC objects to the treatment of its claim found in the Disclosure Statement, at pg. 8, Class 1B, including, without limitation, the proposed 10-year amortization and term of the proposed Note to be issued to MGCC and the 4% per annum fixed rate of interest to be paid on that Note. MGCC further asserts that the Plan cannot be confirmed because it shifts the entire risk of its failure to MGCC which is to be paid over ten years while the Debtor retains sole control of MGCC's collateral. None of the protections of MGCC's existing loan agreements are included in the Plan. MGCC states that the Debtor will be unable to justify a risk adjustment of only .75% to reach a 4.00% rate for a loan payable over ten years secured by a second priority security interest in equipment, inventory and accounts. Such a rate, on its face, fails to properly compensates MGCC for the risk of non-payment, violates Till and renders the Plan unconfirmable. MGCC contends that the Disclosure Statement and Plan fail to provide for MGCC to retain its liens and security interests in violation of 11 U.S.C. Section 1129(b)(2)(A)(i)(I). This failure to provide for lien retention by MGCC, by itself, makes the Plan unconfirmable. A full-text copy of MGCC's objection dated May 11, 2021, is available at https://bit.ly/33Kfcsc from PacerMonitor.com at no charge. Attorney for Massachusetts Growth: James M. Liston Hackett Feinberg P.C. 155 Federal Street, 9th Floor Boston, Massachusetts 02110 Telephone: (617) 422-0200 Facsimile: (617) 422-0383 About Marzilli Machine Co. Marzilli Machine Co. -- https://marzmachine.com/ -- is a manufacturer of military, aerospace, medical and firearms components. Marzilli Machine filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne Marzilli signed the petition. At the time of filing, the Debtor disclosed $1,155,586 in assets and $1,763,992 in liabilities. Judge Christopher J. Panos oversees the case. Madoff & Khoury, LLP serves as Debtor's legal counsel. MARZILLI MACHINE: Unsec. Creditors to Recover 15% to 25% in 5 Years ------------------------------------------------------------------- Marzilli Machine Co., submitted an Amended Disclosure Statement with respect to the Amended Chapter 11 Plan of Reorganization dated May 11, 2021. The Debtor's Plan is a "bootstrap" or stand-alone plan. It relies on the future income of the Debtor to pay its obligations under the Plan. The Plan contemplates the satisfaction of the creditors through a restructuring of the Debtor's obligations. The Plan contemplates: (i) the satisfaction of all administrative and priority claims (ii) the satisfaction of the allowed secured claims of Bristol County Savings Bank and Mass Growth Capital Corp.; (iii) the satisfaction of the secured portion of the claims of equipment lenders Bank of the West, U.S. Bank and Siemens Financial Services; and (iv) the payment of a 15-25% dividend to the holders of allowed general unsecured claims, including the claims of several undersecured creditors, over a 60 month period from the Effective Date of the Plan. Class 1A consists of the Secured Claims of Bristol County Savings Bank. Under the Plan, on account of the BCSB Secured Claim the Debtor shall enter into a new 7-year Note with BCSB in the amount of $321,527.84 at an interest rate of 7% per annum. Except as expressly modified by the Plan, all of the pre-petition notes, mortgages, loan agreements and other instruments and agreements between the Debtor and BCSB shall remain in full force and effect postconfirmation. BCSB shall retain its security interest in the assets of the Debtor, as evidenced by a UCC Financing Statement filed on May 29, 2015, as continued on December 13, 2019, to the same extent and with the same priority as existed prior to the Petition Date. Class 1B consists of the Secured Claim of Massachusetts Growth Capital Corporation. Under the Plan, on account of the MassGrowth Secured Claim the Debtor shall enter into a new 5-year Note with MassGrowth in the amount of $229,682.35 at an interest rate of 8% per annum. Except as expressly modified by the Plan, all of the pre-petition notes, mortgages, loan agreements and other instruments and agreements between the Debtor and MGCC shall remain in full force and effect postconfirmation. MGCC shall retain its security interest in the assets of the Debtor to the same extent and with the same priority as existed prior to the Petition Date. Class 4 is comprised of all holders of Allowed general unsecured claims against the Debtor. Based upon the proofs of claim that have been filed and the Debtor's Schedules, the Debtor estimates that there will be approximately $720,086 in Allowed Class 4 claims. In full and complete settlement, satisfaction and release of all Allowed Class 4 Claims, each holder of an Allowed Class 4 Claim shall receive payment equal to at least 15% of such Allowed Claim as follows: * each holder of an Allowed Class 4 Claim who is entitled to receive a total distribution under the Plan in an amount equal to or less than $500.00 (a "De Minimis Claimants") shall paid such distribution in the form of a one-time lump sum cash payment on the Effective Date; and, * each holder of an Allowed Class 4 Claim who is entitled to receive a total distribution under the Plan in an amount exceeding $500.00 shall: (a) be paid such distribution in deferred cash payments, over 60 months from the Effective Date, with such deferred payments to be made in equal monthly installments and made without interest; or (b) may elect instead to be treated as a Di Minimis Claimant by voluntarily agreeing to reduce the total distribution to which such holder is entitled to a maximum amount of $500.00 in full an final satisfaction of such holder's Allowed Class 4 Claim (a "Voluntary Di Minimis Claimant"). In addition, to the extent that the Debtor has a positive Net Cash Flow in Years 4 and 5 of the Plan, the Debtor shall pay such Net Cash Flow to the holders of Allowed Class 4 Claims, up to an additional 5% of the amount of such Allowed Class 4 Claim, per year, such that the total dividend could equal 25%. A full-text copy of the Amended Disclosure Statement dated May 11, 2021, is available at https://bit.ly/3tLCyZ4 from PacerMonitor.com at no charge. The Debtor is represented by: David B. Madoff, Esq. Steffani M. Pelton, Esq. Madoff & Khoury LLP 124 Washington Street Foxboro, MA 02035 Tel: 508-543-0040 E-mail: madoff@mandkllp.com About Marzilli Machine Co. Marzilli Machine Co. -- https://marzmachine.com -- is a manufacturer of military, aerospace, medical and firearms components. Marzilli Machine filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne Marzilli signed the petition. At the time of filing, the Debtor disclosed $1,155,586 in assets and $1,763,992 in liabilities. Judge Christopher J. Panos oversees the case. Madoff & Khoury, LLP serves as Debtor's legal counsel. MARZILLI MACHINE: US Trustee Opposes Disclosure Statement --------------------------------------------------------- The United States Trustee ("UST") objects to the proposed disclosure statement dated April 9, 2021 and submitted by Debtor Marzilli Machine Co. as it fails to provide adequate and meaningful information concerning the proposed plan of reorganization of even date. In support, the UST says: * The Debtor's Disclosure Statement, Plan, and Exhibits should be amended to include historical financial information dating from the petition date to the present. * The Disclosure Statement, at 10 of 23, and Plan, at 8 of 17, should state whether and when the Debtor has currently filed all Federal and state tax returns. If any returns need to be filed then the Debtor should indicate the year, the anticipated filing date and when any liabilities will be paid. * With respect to Class 1A, Bristol County Savings Bank, the Disclosure Statement, at 12 of 23, and Plan, at 5 of 17, which state that the Debtor "intends to apply" for forgiveness of a PPP Loan in the amount of $188, 810, should be amended to indicate that the Debtor has submitted an application for forgiveness of the Claim pursuant to the provisions of the PPP Loan. * With respect to Classes 4A and 4B, the Debtor should further explain the basis and need for the proposed disparate treatment of general unsecured creditors. * The Disclosure Statement should make more clear the post confirmation salary of each insider. * The Disclosure Statement, at 2 of 23, should be corrected to reflect a 25% dividend (and not a 20% dividend). A full-text copy of the United States Trustee's objection dated May 11, 2021, is available at https://bit.ly/3bpS0Ur from PacerMonitor.com at no charge. About Marzilli Machine Co. Marzilli Machine Co. -- https://marzmachine.com -- is a manufacturer of military, aerospace, medical and firearms components. Marzilli Machine filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 20-12007) on Oct. 2, 2020. Marzilli Machine's President Lee Anne Marzilli signed the petition. At the time of filing, the Debtor disclosed $1,155,586 in assets and $1,763,992 in liabilities. Judge Christopher J. Panos oversees the case. Madoff & Khoury, LLP serves as Debtor's legal counsel. MECHANICAL EQUIPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Mechanical Equipment, Inc. 2525 E. Interstate 20 Midland, TX 79701 Business Description: Mechanical Equipment, Inc. is a merchant wholesaler of machinery, equipment, and supplies. Chapter 11 Petition Date: May 13, 2021 Court: United States Bankruptcy Court Northern District of Texas Case No.: 21-50067 Debtor's Counsel: David R. Langston, Esq. MULLIN HOARD & BROWN, LLP P.O. Box 2585 Lubbock, TX 79408 Tel: 806-765-7491 E-mail: drl@mhba.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas O' Midkiff, IV, director and authorized officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3L7LKHQ/Mechanical_Equipment_Inc__txnbke-21-50067__0001.0.pdf?mcid=tGE4TAMA MOBITV INC: Tivo Corp. to Buy Assets from Chapter 11 Bankruptcy --------------------------------------------------------------- On May 12, 2021, Xperi Holding Corporation (Nasdaq: XPER) announced that its wholly-owned-subsidiary TiVo Corporation was selected as the successful bidder at auction to acquire the assets of MobiTV, a global leader in application-based Pay TV video delivery solutions. The acquisition is in connection with MobiTV's recently announced Chapter 11 bankruptcy process. MobiTV delivers a full TV platform, including live and on-demand content, network recording functionality and transport rights. The MobiTV solution provides an attractive extension of TiVo's IPTV Pay-TV service offerings by adding managed services with the ability to reduce deployment time and onboarding costs. MobiTV will help increase TiVo's IPTV penetration with U.S. Pay-TV operators enabling them to rapidly launch a branded, fully featured, app-based Pay-TV service. The acquisition includes MobiTV's patent portfolio, which is highly complementary to Xperi's existing media patent portfolio. "The acquisition of the MobiTV assets immediately expands our capabilities and the addressable market for our IPTV solutions, helping to secure TiVo’s position as a leading provider of Pay-TV solutions," said Jon Kirchner, chief executive officer of Xperi. "As a result, the acquisition of MobiTV’s managed service assets will help accelerate our growth in the IPTV market through an increased subscriber footprint." The closing of the transaction is subject to various conditions, including approval by the bankruptcy court. Subject to bankruptcy court approval and pending closing, Xperi expects MobiTV's operations to continue in the ordinary course. The acquisition is expected to close by early June 2021 and to be accretive beginning in 2022. About MobiTV Inc. Founded in 2000, MobiTV is the first company to bring live and on-demand television to mobile devices and is a leader in application-based television and video delivery solutions. MobiTV provides end-to-end internet protocol streaming television services ("IPTV") via a proprietary cloud-based, white-label application. On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457). MobiTV Inc. was estimated to have at least $10 million in assets and $50 million to $100 million in liabilities as of the filing. FTI Consulting, Inc. and FTI Capital Advisors LLC have been retained as the Debtors' financial advisor and investment banker to assist in negotiation of strategic options. Pachulski Stang Ziehl & Jones LLP and Fenwick & West LLP serve as the Debtors' legal counsel. Stretto is the claims agent, maintaining the page https://cases.stretto.com/MobiTV The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on March 15, 2021. The committee tapped Fox Rothschild, LLP, and PricewaterhouseCoopers, LLP as its legal counsel and financial advisor, respectively. About Tivo Corp. TiVo provides a broad set of cloud-based services, embedded software solutions and intellectual property that bring entertainment together for the watchers, creators and advertisers. NATIONAL RIFLE: Ackerman Wants Defamation Counterclaim Revived -------------------------------------------------------------- Law360 reports that the National Rifle Association's former advertising agency asked a Texas federal court on Wednesday, May 12, 2021, to lift a stay on its defamation counterclaim against the group, lodging the request one day after a Texas bankruptcy judge tossed the NRA's Chapter 11 case. The NRA and Ackerman McQueen Inc. have been duking it out since September 2019, when the NRA accused the agency of promoting the "failed" NRA-TV network as a client success and using copyrighted NRA material without permission. Ackerman McQueen then lodged counterclaims, saying it was defamed by the NRA after one of its outside attorneys released information. About National Rifle Association Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, the National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. 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. NENO CAB: Seeks $10,000 Loan and Cash Collateral Access ------------------------------------------------------- Neno Cab Corp. asks the U.S. Bankruptcy Court for the Eastern District of New York for entry of an order authorizing, among other things, use of cash collateral and a $10,000 loan from its principal Nenad Grubelic. The Debtor seeks court approval to: -- obtain a loan to purchase a motor vehicle and pay bank and accounting; -- use cash collateral to purchase motor vehicle, making financial payments on the motor vehicle and repayment of the loan; -- grant Grubelic a first-priority security interest and lien on all property of the Debtor not otherwise subject to a lien; and -- grant a security interest in favor of Grubelic ranking senior in priority on all property of the Debtor, except junior to that of Barcelona Capital on the tax medallion. A hearing on the matter is set for June 1. About Neno Cab Corp. Neno Cab Corp. is a privately held company in the taxi and limousine service industry. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-44361) on December 23, 2020. In the petition signed by Nenad Grubelic, president, the Debtor disclosed up to $$500,000 in assets and up to $10 billion in liabilities. Judge Nancy Hershey Lord oversees the case. Martin Wolf, Esq., at WOLF & ASSOCIATES, PLLC is the Debtor's counsel. NEW YORK CLASSIC: Wins Cash Collateral Access Thru June 3 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized New York Classic Motors, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through June 3, 2021. The Debtor requires the use of Collateral to pay administrative expenses as they become due and payable during the period covered by the Budget. The Debtor asserts that Nick S. Advani as collateral agent for HIL Holdings I LLC, holds a duly perfected senior security interest in all of the Debtor's personal property, including the proceeds thereof, by virtue of two promissory notes in the amounts of $2.1 million and $800,000, each dated March 1, 2021 and related security agreements, the history and copies of are set forth at length in the Motion and made a part hereof, and the filing of a UCC-1 Financing Statement evidencing such interests. The Debtor asserts the HH1 Loan Agreements matured prior to the Petition Date but the Debtor has not satisfied the obligations. Accordingly, the HH1 Loan agreements were in default as of the Petition Date. As of petition date, the Debtor was indebted to HH1 in the approximate amount of $2.9 million. The Debtor asserts that the U.S. Small Business Administration holds a duly perfected subordinate security interest in all of the Debtor's personal property, including the proceeds thereof, by virtue of a note and security agreement, entered into by the Debtor on or about June 17, 2020, and the filing of a UCC-1 Financing Statement evidencing such interest. As of the Filing Date, the Debtor was indebted to the SBA in the approximate amount of $150,000. Upon the consent of HH1, the Debtor is authorized to use Cash Collateral subject to the terms of the Order and pursuant to the attached budget in an amount not to exceed $301,000, on an interim basis, which collectively constitutes adequate protection for that use, in an aggregate amount up to but not in excess of the actual anticipated cash needs of the Debtor, from the Petition Date through the Final Hearing. As adequate protection for the Debtor's use of cash collateral, the Secured Creditors are granted replacement liens in the Cash Collateral, to the extent that said liens were valid, perfected and enforceable as of the Filing Date and in the continuing order of priority of the Pre-Petition Liens without determination as to the nature, extent and validity of said pre-petition liens and claims, and solely to the extent Collateral Diminution occurs during the Chapter 11 case, subject to: (i) up to $100,000 of the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to sections 330 or 331 of the Bankruptcy Code or pursuant to any monthly fee order entered in the Chapter 11 case; (ii) United States Trustee fees pursuant to 28 U.S.C. Section 1930 and interest pursuant to 31 U.S.C. Section 3717; and (iii) the payment of any claim of any subsequently appointed Chapter 7 Trustee to the extent of $10,000; and (iv) estate causes of action and the proceeds of any recoveries of estate causes of action under Chapter 5 of the Bankruptcy Code. As additional adequate protection for the Debtor's use of Cash Collateral, the Debtor will pay to HH1 monthly interest only debt service payments, at the contract (non-default) rate of interest, as set forth in the HH1 Loan Agreements. HH1 will also be entitled to payment of actual and reasonable attorneys' fees and expenses, in the approximate amount of $10,000 per month, which will be paid in arrears on a monthly basis. Counsel for HH1 will deliver a monthly detailed statement for such fees and expenses to the Debtor, counsel for the Debtor, the U.S. Trustee and any committee if one is appointed. To the extent the Replacement Liens fail to adequately protected HH1 for the diminution in the Cash Collateral, HH1 will receive an allowed super-priority administrative expense claim, subject only to the Carve-Outs. As no debt service is currently required under the SBA Loan Documents, no monthly payments will be paid by the Debtor at this time. A final hearing on the Debtor's use of Cash Collateral is scheduled for June 3 at 11 a.m. A copy of the order is available for free at https://bit.ly/3bkBQMc from PacerMonitor.com. About New York Classic Motors, LLC New York Classic Motors LLC, doing business as Classic Car Club Manhattan, is a classic car dealer in New York. The company filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10670) in Manhattan on April 9, 2021. It listed assets of about $50 million and liabilities of about $50 million. Judge Martin Glenn oversees the case. Kirby Aisner & Curley LLP is the Debtor's counsel. NUVERRA ENVIRONMENTAL: Incurs $7.6-Mil. Net Loss in First Quarter ----------------------------------------------------------------- Nuverra Environmental Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.60 million on $23.66 million of total revenue for the three months ended March 31, 2021, compared to a net loss of $23.04 million on $37.94 million of total revenue for the three months ended March 31, 2020. As of March 31, 2021, the Company had $184 million in total assets, $59.40 million in total liabilities, and $124.59 million in total shareholders' equity. Net cash used in operating activities was $0.8 million for the three months ended March 31, 2021. The net loss, after adjustments for non-cash items, used cash of $1.1 million, compared to $1.0 million provided in the corresponding 2020 period. Changes in operating assets and liabilities provided $0.3 million in cash primarily due to an increase in accounts payable because of the timing of cash payments. The non-cash items and other adjustments included $6.1 million of depreciation and amortization, and stock-based compensation expense of $0.1 million, partially offset by a $0.1 million gain on the sale of assets. Net cash provided by operating activities was $7.4 million for the three months ended March 31, 2020. The net loss, after adjustments for non-cash items, provided cash of $1.0 million. Changes in operating assets and liabilities used $6.4 million in cash primarily due to decreases in accounts payable and accrued liabilities. The non-cash items and other adjustments included $8.0 million of depreciation and amortization, stock-based compensation expense of $0.3 million, long-lived asset impairment charges of $15.6 million partially offset by a $0.1 million gain on the sale of assets. Net cash used in investing activities was $0.5 million for the three months ended March 31, 2021 and primarily consisted of $0.6 million of purchases of property, plant and equipment partially offset by $0.1 million of proceeds from the sale of property, plant and equipment. Asset sales were primarily comprised of the disposition of motor vehicles and under-utilized or non-core assets, while asset purchases included investments in the Company's disposal capacity and the Company's fleet upgrades for water transport and disposal services. Net cash used in investing activities was $1.2 million for the three months ended March 31, 2020 and primarily consisted of $1.4 million of purchases of property, plant and equipment partially offset by $0.2 million of proceeds from the sale of property, plant and equipment. Asset sales were primarily comprised of under-utilized or non-core assets, while asset purchases included investments in the Company's disposal capacity and the Company's truck fleet for water transport and disposal services. Net cash used in financing activities was $0.8 million for the three months ended March 31, 2021 and was primarily comprised of $0.1 million of payments on the CRE Loan and $0.7 million of payments on vehicle finance leases and other financing activities. Net cash used in financing activities was $1.4 million for the three months ended March 31, 2020 and was primarily comprised of $0.8 million of payments on the First Lien Credit Agreement and Second Lien Term Loan Agreement and $0.6 million of payments on finance leases and other financing activities. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1403853/000140385321000028/nes-20210331.htm About Nuverra Nuverra Environmental Solutions, Inc. provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Its services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. The Company provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Nuverra Environmental reported a net loss of $44.14 million for the year ended Dec. 31, 2020, compared to a net loss of $54.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $191.07 million in total assets, $58.78 million in total liabilities, and $132.28 million in total shareholders' equity. NUVERRA ENVIRONMENTAL: Reports First Quarter 2021 Results --------------------------------------------------------- Nuverra Environmental Solutions, Inc. announced financial and operating results for the first quarter ended March 31, 2021. SUMMARY OF FINANCIAL RESULTS * Revenue for the first quarter of 2021 was $23.7 million compared to $37.9 million for the first quarter of 2020. * Net loss for the first quarter of 2021 was $7.6 million compared to a net loss of $23.0 million for the first quarter of 2020, primarily as a result of $15.6 million of long-lived asset impairment charges in 2020. * Adjusted EBITDA for the first quarter of 2021 was a loss of $0.8 million compared to a profit of $1.9 million for the first quarter of 2020, driven by activity declines year over year partially offset by meaningful fixed and variable cost reductions. * During the three months ended March 31, 2021, the Company generated net cash used in operating activities of $0.8 million. * Total liquidity available as of March 31, 2021 was $15.6 million including $5.0 million available under the Company's undrawn operating line of credit. * Principal payments on debt and finance lease payments during the three months ended March 31, 2021 totaled $0.8 million. * The Company invested $0.6 million in gross capital expenditures during the first quarter of 2021. FIRST QUARTER 2021 RESULTS For the first quarter of 2021 when compared to the first quarter of 2020, revenue decreased by 38%, or $14.3 million, resulting primarily from lower water transport services in the Rocky Mountain and Northeast divisions and lower disposal services in all three divisions. Despite an increase in the average commodity prices for both crude oil and natural gas quarter over quarter, which increased 28% and 83%, respectively, over this time, our customers have been limiting their activities, which reduced production volumes. The reduced demand for gasoline, diesel and jet fuel has led to lower drilling and completion activity with fewer rigs operating in all three divisions. Rig count at the end of the first quarter of 2021 compared to the end of the first quarter of 2020 declined 77% in the Rocky Mountain division, 26% in the Northeast division and 4% in the Southern division. The Rocky Mountain division experienced a significant slowdown as compared to the prior year, as evidenced by the rig count declining 77% from 52 at March 31, 2020 to 12 at March 31, 2021. Although there was a notable increase in WTI crude oil price per barrel, which averaged $58.09 in the first quarter of 2021 versus an average of $45.34 for the same period in 2020, new drilling and completion activities have been very low, causing total production levels to decline over time as existing wells fell down. Revenues for the Rocky Mountain division decreased by $10.7 million, or 46%, during the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, primarily due to a $4.7 million, or 33%, decrease in water transport revenues from lower trucking volumes. Revenue from company-owned trucking revenue declined 33%, or $3.4 million and third-party trucking revenue decreased 20%, or $0.7 million, and water transfer revenue decreased $0.6 million or 99%. Company-owned trucking activity is more levered to production water volumes, and third-party trucking activity is more sensitive to drilling and completion activity, which has declined to historically low levels. This decline was also materialized by a reduction of driver count, along with other factors cited above, resulted in meaningful revenue reduction. The Company's rental and landfill businesses are its two service lines most levered to drilling activity, and therefore have declined by a higher percentage versus the prior period. Rental revenues decreased by 61%, or $2.1 million, in the current year due to lower utilization resulting from a significant decline in drilling activity driving the return of rental equipment. The Company's landfill revenues decreased 97%, or $1.4 million, compared to prior year due primarily to a 98% decrease in disposal volumes at its landfill as rigs working in the vicinity declined materially. Due to the fact that the Company's landfill was over capacity, the Company turned away some orders, besides the basic required orders. Also, the Company delayed the expansion of its landfill because of the market conditions, but the Company expect to expand its landfill capacity during the remainder of 2021. The Company's salt water disposal well revenue decreased $1.1 million, or 46%, compared to prior year as lower completion activity and lower production volumes led to a 44% decrease in average barrels per day disposed during the current year largely as a result of the trend of operators transporting water to disposal wells via pipeline. Other revenue, which derives from the sale of "junk" or "slop" oil obtained through the skimming of disposal water, decreased by $1.3 million. Revenues for the Northeast division decreased by $2.5 million, or 25%, during the first quarter of 2021 as compared to the first quarter of 2020 due to decreases in water transport services of $1.8 million, or 25%, and disposal services of $0.4 million, or 19%. Although natural gas prices per million Btu, as measured by the Henry Hub Natural Gas Index, increased 83.2% from an average of $1.91 for the three months ended March 31, 2020 to an average of $3.50 for the three months ended March 31, 2021, producers continued their drilling activities at historical low levels. The limited new drilling activities caused a 26% rig count reduction in the Northeast operating area from 50 at March 31, 2020 to 37 at March 31, 2021. Additionally, although there was a 28% increase in WTI crude oil prices compared to the prior year, many of its customers who have historically focused on production of liquids-rich wells reduced activity levels in its operating area due to lower realized prices for these products. This led to lower activity levels for both water transport services and disposal services despite the increase in natural gas prices and crude oil prices. In addition to reduced drilling and completion activity, its customers continued the industry trend of water reuse during completion activities. Water reuse inherently reduces trucking activity due to shorter hauling distances as water is being transported between well sites rather than to disposal wells. For the Company's trucking services, revenues per billed hour decreased by 15% which was a function of the increased competition and the operator focus on reducing costs. The regional driver count declined approximately 30% year over year which also contributed to the lower revenue. The combination of a lower rig count, water reuse and sharing and competition, contributed to the decline in disposal volumes and pricing. The Southern division experienced the lowest revenue decline relative to the other business units, driven by its focus on servicing customers who are themselves focused on dry natural gas, which has experienced a relatively smaller impact from the 2020 downturn in commodity prices. Revenues for the Southern division decreased by $1.1 million, or 24%, during the first quarter of 2021 as compared to the first quarter of 2020. The decrease was due primarily to lower disposal well volumes, whether connected to the pipeline or not, resulting from an activity slowdown in the region, as evidenced by fewer rigs operating in the area as well as lower revenue per barrel. Rig count declined 4% in the area, from 48 at March 31, 2020 to 46 at March 31, 2021. Volumes received in the Company's disposal wells not connected to its pipeline decreased by an average of 7,547 barrels per day (or 30%) during the current year and volumes received in the disposal wells connected to the pipeline decreased by an average of 10,230 barrels per day (or 27%) during the current year. Total costs and expenses for the first quarter of 2021 and 2020 were $30.6 million and $60.0 million, respectively. Total costs and expenses, adjusted for special items, for the first quarter of 2021 were $30.5 million, or a 31% decrease, when compared with $44.1 million in the first quarter of 2020. This is primarily a result of lower volumes and related costs in water transport services and disposal services and company cost cutting initiatives implemented during 2020, resulting in a 41% and 18% decrease in the number of drivers compared to the prior year period in the Rocky Mountain and Northeast divisions respectively. In addition, there were declines in third-party hauling costs and fleet-related expenses, including maintenance and repair costs and fuel, and general and administrative expenses. Net loss for the first quarter of 2021 was $7.6 million, a decrease of $15.4 million as compared to a net loss for the first quarter of 2020 of $23.0 million. For the first quarter of 2021, the Company reported a net loss, adjusted for special items, of $7.5 million. This compares with a net loss, adjusted for special items, of $7.3 million in the first quarter of 2020. Adjusted EBITDA for the first quarter of 2021 was a $0.8 million loss, a decrease of 140.7% as compared to adjusted EBITDA for the first quarter of 2020 of $1.9 million. The decrease is a function of the reasons discussed previously, with primary drivers being lower trucking volumes, salt water disposal volumes and rental equipment utilization in the Rocky Mountain division. First quarter of 2021 adjusted EBITDA margin was (3)%, compared with 5% in the first quarter of 2020 driven primarily by declines in revenue partially offset by cost reductions implemented throughout 2020 that still remained in place during the first quarter of 2021. CASH FLOW AND LIQUIDITY Net cash used in operating activities for the three months ended March 31, 2021 was $0.8 million, mainly attributable to an increase of $1.5 million in accounts receivable, while capital expenditures net of asset sales consumed $0.5 million. Asset sales were related to unused or underutilized assets. Gross capital expenditures for the first quarter of $0.6 million primarily included the purchase of property, plant and equipment as well as expenditures to extend the useful life and productivity of our fleet, equipment and disposal wells. Total liquidity available as of March 31, 2021 was $15.6 million. This consisted of $10.6 million of cash and $5.0 million available under the Company's operating line of credit. As of March 31, 2021, total debt outstanding was $33.5 million, consisting of $13.0 million under the Company's equipment term loan, $9.8 million under its real estate loan, $4.0 million under its Paycheck Protection Program loan, $0.3 million under its vehicle term loan, $0.1 million for an equipment term loan and $7.2 million of finance leases for vehicle financings and real property leases, less $0.9 million of debt issuance costs. About Nuverra Nuverra Environmental Solutions, Inc. provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Its services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. The Company provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Nuverra Environmental reported a net loss of $44.14 million for the year ended Dec. 31, 2020, compared to a net loss of $54.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $191.07 million in total assets, $58.78 million in total liabilities, and $132.28 million in total shareholders' equity. NYMOX PHARMACEUTICAL: Signs Deal to Sell $8-Mil. Common Shares -------------------------------------------------------------- Nymox Pharmaceutical Corporation entered into a definitive agreement with institutional investors in a private placement of 3,669,724 shares of common stock and warrants to purchase 1,834,862 shares of common stock at a combined purchase price of $2.18 per share for gross proceeds of approximately $8,000,000 before deducting fees and other estimated offering expenses. The warrants will have an exercise price of $2.50 per share, will be immediately exercisable and will expire five years from the date of issuance. The Company expects to use the net proceeds from the private placement for working capital and other general corporate purposes. A.G.P./Alliance Global Partners acted as sole placement agent for the private placement. About Nymox Headquartered in Nassau, The Bahamas, Nymox Pharmaceutical Corporation -- www.nymox.com -- specializes in the research and development of therapeutics and diagnostics, with a particular emphasis on products targeted for the unmet needs of the rapidly aging male population in developed economies. The Company's lead drug candidate for benign prostatic hyperplasia (BPH), Fexapotide Triflutate (FT), has completed Phase 3 development in more than 70 clinical centers in the United States, involving more than 1700 patients during the entire clinical development program. Currently, the Company will soon be filing for approval in major economies around the world, including the United States and Europe. NYMOX Pharmaceutical reported a net loss of US$11.74 million for the year ended Dec. 31, 2020, compared to a net loss of US$13.16 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had US$4.34 million in total assets, US$2.20 million in total liabilities, and US$2.14 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued an opinion in its report dated March 29, 2021, citing that "Without qualifying our opinion, we draw attention to Note 2 in the financial statements which indicates that the failure of U.S. phase 3 studies of NX 1207 materially affects Nymox Pharmaceutical Corporation's current ability to fund its operations, meet its cash flow requirements, realize its assets and discharge its obligations. These conditions, along with other matters...indicate the existence of the material uncertainty that casts substantial doubt about Nymox Pharmaceutical Corporation's ability to continue as a going concern. ODYSSEY ENGINES: Preferred Bank Says Plan Fails to Recognize Claim ------------------------------------------------------------------ Creditor Preferred Bank filed an objection to debtor Odyssey Leasing, LLC's Disclosure Statement for Chapter 11 Plan of Reorganization. Preferred Bank asserts that: -- There is an improper favorable treatment to unsecured class. The Disclosure Statement does not provide any explanation or rationale as to why an unsecured creditor (Maloney Investments) shall be paid in full on an unsecured claim two years prior to repayment of the secured class, nor does the Disclosure Statement speak of any security being provided to the secured class to ensure plan payments during that two-year bridge period. -- The Disclosure Statement does not adequately explain how the plan will be funded. The Disclosure Statement does not adequately explain how plan payments are to be funded. According to the Disclosure Statement payments and distributions to creditors under the Plan will be funded by the Debtor's post confirmation cash flows. In the event of a shortfall, the owners of the Debtor intend to make up any shortfall. -- The disclosure statement fails to recognize Preferred Bank's unsecured claim. The Disclosure Statement does not adequately explain why/how Odyssey Leasing is purporting to treat Preferred Bank as a fully secured creditor. Indeed, the Disclosure Statement itself (at Exhibit B thereto) purports to value Preferred Bank's collateral at $9.5 million ($2 million less than the remaining loan amounts), yet Odyssey Leasing is treating Preferred Bank as fully secured for purposes of the Plan. -- The Disclosure Statement fails to describe/explain the proposed releases of Messrs. Boyer and Plasco. The Disclosure Statement inadequately explains what Odyssey Leasing hopes to accomplish through confirmation of the Plan (a discharge of two non-debtors from $11.5 million of debt). Further, the Plan proposes to discharge Messrs. Boyer and Plasco's debt outright irrespective of Odyssey Leasing's actual performance over the course of four (4) years of Plan payments. There is no explanation/justification in the Disclosure Statement or Plan as to why Messrs. Boyer and Plasco should be entitled to any discharge of the Final Judgment entered against them by the District Court Counsel for Creditor Preferred Bank: Daniel DeSouza, Esq. DESOUZA LAW, P.A. 3111 N. University Drive Suite 301 Coral Springs, FL 33065 Telephone: (954) 603-1340 E-mail: DDesouza@desouzalaw.com About Odyssey Engines Odyssey Engines, LLC and its affiliates own, lease, and maintain aircraft engines. On June 23, 2020, Odyssey Engines and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-16772). The petitions were signed by David Alan Boyer, president. At the time of the filing, each Debtor disclosed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert A. Mark oversees the cases. The Debtors have tapped David R. Softness, P.A. as legal counsel; GGG Partners, LLC as a chief restructuring officer; Bedford Advisers as financial advisor; and Pat Duggins Consulting Services Inc. as an appraiser. Synovus Bank is represented by Daniel Gold, Esq. -- Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as counsel. Preferred Bank is represented by Daniel DeSouza, Esq. --ddesouza@desouzalaw.com -- as counsel. PAPER SOURCE: Court Approves $92M Ch. 11 Sale to B&N Owner ---------------------------------------------------------- Law360 reports that artisanal stationery retailer Paper Source Inc. on Thursday, May 13, 2021, won approval from a Virginia bankruptcy judge to sell its entire business for nearly $92 million to the owner of the Barnes & Noble bookstore chain. At a brief virtual hearing, U.S. Bankruptcy Judge Keith Phillips approved the sale after being told that buyer Elliott Investment Management had topped the stalking horse bid by $3.6 million to take over the stationery chain as a going concern, assuming its leases and retaining all of its employees. "We view this, in short, as a tremendous success," Paper Source counsel John Longmire said. About Paper Source and Pine Holdings Paper Source, Inc., operates as lifestyle brand and retailer of premium paper products, crafting supplies and related gifts, including custom invitations, greeting cards and personalized stationery and stamps. It sells fine and artisanal papers, wedding paper goods, books and gift wrap through its 158 domestic stores and e-commerce website. Its administrative headquarter is in Chicago. Paper Source and Pine Holdings, Inc., sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021. At the time of the filing, Paper Source disclosed assets of between $100 million and $500 million and liabilities of the same range. Meanwhile, Pine Holdings disclosed assets of up to $50,000 and liabilities of between $100 million and $500 million. The Hon. Keith L. Phillips is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP and Whiteford Taylor & Preston LLP as bankruptcy counsel, M-III Advisory LP as restructuring advisor, SSG Capital Advisors LLC as investment banker, and A&G Real Estate Partners as real estate advisor. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 4 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Hahn & Hessen LLP as bankruptcy counsel, Hirschler Fleischer, PC as Virginia local counsel, and Province, LLC as financial advisor. PERSPECTA INC: Fitch Withdraws Ratings -------------------------------------- Fitch Ratings has downgraded Perspecta Inc.'s Long-Term Issuer Default Rating (IDR) to 'B' from 'BB' with a Stable Outlook, resolving the Rating Watch Negative, and withdrawn it and the 'BB+'/'RR1' senior first lien secured revolving credit facility and term loan ratings, which were terminated on May 6, 2021 in conjunction with the completion of its acquisition by Peraton Holding Corp. (B/Stable). Fitch has also affirmed Perspecta Enterprise Solutions LLC's notes, which continue to benefit from an irrevocable guarantee for any principal and interest from HP Inc., which is rated 'BBB+' (affirmed May 5, 2021 with a Stable Outlook). Fitch is withdrawing the ratings of Perspecta Inc. as the company is undergoing a reorganization. Accordingly, Fitch will no longer provide ratings or analytical coverage for Perspecta. KEY RATING DRIVERS As a result of the acquisition by Peraton, Perspecta will remain a separate legal entity, wholly owned by Peraton. Peraton's post-acquisition ratings are materially lower than Perspecta's prior stand-alone rating. Fitch assesses the linkage between Peraton and Perspecta as strong due to legal, operational and strategic ties. As a result, Fitch links Perspecta's ratings with those of Peraton's, which Fitch rated 'B' on Feb. 11, 2021. Perspecta is not expected to separately report financials and its credit agreement was terminated with the completion of its acquisition May 6, 2021. Therefore, Fitch has withdrawn Perspecta's IDR and associated debt ratings. DERIVATION SUMMARY Perspecta is an IT and mission services provider with similar scale and scope to former standalone competitor CSRA. However, Perspecta's relatively weaker prospective credit protection metrics at the time of its formation corresponded to a lower rating category. CSRA was acquired by General Dynamics Corporation, which has substantially greater scale, business diversity, and financial resources. Perspecta's margin profile compares favorably with other U.S. government IT and mission services providers, including Science Applications International Corporation, Booz Allen Hamilton Holding Corporation and CAIC, due to its favorable contract mix with a materially higher balance of fixed-price contracts. Perspecta is of smaller scale than Leidos, similar in size to SAIC, and Booz Allen, and larger than CAIC. KEY ASSUMPTIONS -- Low single-digit revenue growth annually (excluding NGEN) over the forecast period; -- Low-teens operating EBITDA margins (burdened by finance lease interest and amortization) sustained over the forecast. RATING SENSITIVITIES Rating sensitivities are no longer relevant given today's rating withdrawals. 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: Perspecta had $224 million of cash and cash equivalents as of Jan. 1, 2021. The company's revolving credit facility was terminated May 6, 2021 along with its term loans. The $66 million in principal outstanding of legacy Perspecta Enterprise Solutions LLC's 7.45% notes due 2029 remain outstanding. The notes bear a guarantee of any principal and interest by HP Inc. (BBB+) as successor to Hewlett-Packard Company, which provided an irrevocable guarantee in 2008 upon its acquisition of Electronic Data Systems, LLC. 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. POLYMER INSTRUMENTATION: Gets OK to Use Bank's Cash Collateral -------------------------------------------------------------- Polymer Instrumentation & Consulting Services, Ltd. filed a motion with the U.S. Bankruptcy Court for the Middle District of Pennsylvania seeking to use the cash collateral. The Debtor needs to retain its 33 employees to continue operations and to provide services to its customers. The Debtor also needs to pay utilities, insurance, payroll, other operating expenses, as well as fees and expenses related to its bankruptcy case. The Debtor said it intends to pay the Office of the U.S. Trustee on a current basis. Based on a six-month budget ending July 31, 2021, the Debtor provided for total weekly cash paid out for the period from May 9 through June 5, 2021 in these amounts: $86,111 for Week 19 (May 9 - May 15, 2021); $56,191 for Week 20 (May 16 - May 22, 2021); $87,250 for Week 21 (May 23 - May 29, 2021); and $53,546 for Week 22 (May 31 - June 5, 2021). A copy of the Budget is available at https://bit.ly/3feHwbx from PacerMonitor.com free of charge. Fulton Bank is believed to hold a first priority security interest in most of the Debtor's personal property including accounts, accounts receivable and cash, arising from a $3,000,000 loan Fulton Bank granted the Debtor pre-petition. Before the Petition Date, however, the Bank had sent letters to certain parties that owed accounts receivables to the Debtor regarding payment of the receivables to the Bank. This has negatively impacted the Debtor's operations. The total value of the Debtor's collateral is approximately over $12,000,000. For this reason, the Debtor believes that the Bank has adequate protection for its interest. By this motion, the Debtor asks the Court to: * allow the Debtor's use of its cash, receivables, inventory, and cash from receivables, notwithstanding any party's alleged lien and security interest; * order all parties to pay accounts receivable to the Debtor; * grant the Bank a replacement lien in the Debtor's post-Petition inventory, receivables and cash to the extent there is any diminution in value of the Bank's collateral position as it may exist pre-Petition, and a continuing lien in all categories of assets as the Bank holds in the Debtor's pre-Petition assets; * grant the Bank administrative claims to the extent that the post-Petition collateral proves insufficient to replace the diminution in cash collateral, with said administrative claims having priority over all administrative claims except those of fees owed to professionals in the case and to the Office of the U.S. Trustee. A copy of the Motion is available for free at https://bit.ly/3y1BIee from PacerMonitor.com. About Polymer Instrumentation & Consulting Services, Ltd. Polymer Instrumentation & Consulting Services, Ltd., d/b/a Polymics, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 21-01056) in the U.S. Bankruptcy Court for the Middle District of Pennsylvania on May 10, 2021. In the petition signed by Tim T. Hsu, president, the Debtor estimated both assets and liabilities between $1 million and $10 million. CUNNINGHAM, CHERNICOFF & WARSHAWKY, P.C., represents the Debtor as counsel. Judge Henry W. Van Eck is assigned to the case. PURDUE PHARMA: Plan Confirmation Hearing Set for August 2021 ------------------------------------------------------------ Law360 reports that a New York bankruptcy judge on Wednesday, May 12, 2021, approved a motion setting an August date for Purdue Pharma's Chapter 11 plan confirmation hearing, assuming the drugmaker's plan disclosure statement is approved next week. U.S. Bankruptcy Judge Robert Drain approved Purdue Pharma LP's proposed case schedule at a virtual hearing where he was originally to have considered the drugmaker's Chapter 11 disclosures before Purdue asked Monday, May 10, 2021, for an adjournment on the issue. The Debtor's counsel assured the judge Wednesday that this would be the very last request to push back the review of the disclosures. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19 23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. PURDUE PHARMA: Unsecureds to Receive $15 Million Under Plan ----------------------------------------------------------- Purdue Pharma L.P., et al., submitted a Second Amended Chapter 11 Plan and a Disclosure Statement. On the very first day of these Chapter 11 Cases, the Debtors committed to turn over all of their assets for the benefit of their claimants and the American public, with the goal of directing as much of the value of their assets as possible to combatting the opioid crisis in this country. Today, the Debtors propose a Plan that delivers on this goal. The Plan also significantly improves on the initial settlement framework that was in place at the commencement of these Chapter 11 Cases, most notably by increasing the amount that Purdue Pharma's existing shareholders will be required to pay in the aggregate from $3.0 billion to $4.5 billion. Of this sum, $225 million has been paid by the shareholders to satisfy their civil settlement with the United States Department of Justice, leaving $4.275 billion for the creditors in this bankruptcy case. This material improvement in the recovery from the shareholders directly increases by $1.275 billion the amount of funds that can be directed towards abatement. As a result of the improvements to the settlement framework, it is expected that approximately $5 billion in value will be provided to trusts, each with a mission to fund abatement of the opioid crisis. An additional $700 to $750 million will be provided to a trust that will make distributions to qualified personal injury claimants. The Confirmation Hearing will take place on August 9, 2021 at 10:00 a.m. (prevailing Eastern Time). Parties in interest will have the opportunity to object to the confirmation of the Plan at the Confirmation Hearing. The Plan will treat claims as follows: * Class 3 Federal Government Unsecured Claims. The Allowed Other Federal Agency Claims shall receive treatment in a manner and amount agreed by the Debtors and the DOJ, and the DOJ Civil Claim and the DOJ Criminal Fine Claim shall receive treatment in accordance with the DOJ 9019 Order and the DOJ Resolution. Class 3 is impaired. * Class 4 Non-Federal Domestic Governmental Claims. Approximately $4.0 billion in estimated cash distributions to NOAT over time (excluding potential proceeds of insurance claims and any release of restricted cash). Class 4 is impaired. * Class 5 Tribe Claims. Approximately $141 million in estimated cash distributions to the Tribe Trust over time (excluding potential proceeds of insurance claims and any release of restricted cash). Class 5 is impaired. * Class 6 Hospital Claims. $250 million in funding of Hospital Trust. Class 6 is impaired. * Class 7 Third-Party Payor Claims. $365 million in funding of TPP Trust. Class 7 is impaired. * Class 8 Ratepayer Claims. $6.5 million (less attorneys' fees) Truth Initiative Contribution. Class 8 is impaired. * Class 9 NAS Monitoring Claims. $60 million in funding of NAS Monitoring Trust. Class 9 is impaired. * Class 10 PI Claims. $700 million to $750 million in funding of PI Trust. Class 10 is impaired. * Class 11(c) Other General Unsecured Claims. $15 million in aggregate Other General Unsecured Claim Cash. Class 11(c) is impaired. Counsel to the Debtors: Marshall S. Huebner Benjamin S. Kaminetzky Timothy Graulich Eli J. Vonnegut Christopher S. Robertson DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 A copy of the Disclosure Statement for Second Amended Chapter 11 Plan is available at https://bit.ly/33DYF9p from PacerMonitor.com. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. R. INVESTMENTS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of R. Investments, RLLP. About R. Investments RLLP R. Investments, RLLP sought protection under Chapter 11 of the Bankruptcy Code on March 4, 2021 (Bankr. D. Colo. Case No. 21-11011). At the time of the filing, the Debtor estimated its assets at $500,000 to $1 million and liabilities at $10 million to $59 million. William Travis Steffens, chief executive officer, signed the petition. Judge Elizabeth E. Brown oversees the case. The Debtor is represented by Patrick R. Akers, Esq., at Moye White LLP. RAYONIER ADVANCED: Incurs $27 Million Net Loss in First Quarter --------------------------------------------------------------- Rayonier Advanced Materials Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $27.03 million on $465.14 million of net sales for the three months ended March 27, 2021, compared to a net loss of $24.13 million on $409.81 million of net sales for the three months ended March 28, 2020. As of March 27, 2021, the Company had $2.52 billion in total assets, $309.85 million in total current liabilities, $1.07 billion in long-term debt, $162.95 million in long-term environmental liabilities, $258.20 million in pension and other postretirement benefits, $30.14 million in deferred tax liabilities, $30.23 million in other long-term liabilities, and $658.75 million in total stockholders' equity. Cash flows from operations, primarily driven by operating results, have historically been the Company's primary source of liquidity and capital resources. However, the Company's operating cash flows have been volatile in recent years due to decreases in market prices for its commodity products as well as the impact on demand driven by the COVID-19 pandemic. In response, the Company maintains a key focus on cash, managing working capital closely and optimizing the timing and level of its capital expenditures. As of March 27, 2021, the Company is in compliance with all financial and other customary covenants. The Company believes its future cash flows from operations and availability under its ABL Credit Facility, as well as its ability to access the capital markets, if necessary or desirable, will be adequate to fund its operations and anticipated long-term funding requirements, including capital expenditures, defined benefit plan contributions, and repayment of debt maturities. The non-guarantor subsidiaries had assets of $719 million, year-to-date revenue of $54 million, covenant EBITDA for the last twelve months is a $33 million loss and liabilities of $285 million as of March 27, 2021. On Sept. 6, 2019, the Company's Board of Directors suspended the Company's quarterly common stock dividend. No dividends have been declared since. The declaration and payment of future common stock dividends, if any, will be at the discretion of the Board of Directors and will be dependent upon the Company's financial condition, results of operations, capital requirements and other factors the Board of Directors deem relevant. In addition, the Company's debt facilities place limitations on the declaration and payment of future dividends. On Jan. 29, 2018, the Company's Board of Directors authorized a $100 million common stock share buyback program. For the three months ended March 27, 2021 and March 28, 2020, the Company did not repurchase any common shares under this buyback program. The Company does not expect to utilize any further authorization in the near future. Cash flows provided by operating activities improved $51 million during the three months ended March 27, 2021 to $38 million when compared to the same prior year period due to favorable operating results driven from higher lumber and High Purity Cellulose prices and lower operating costs partially offset by seasonal working capital increases. Higher non-cash expenses primarily related to deferred tax expense were partly offset by unfavorable changes to working capital. The three months ended March 28, 2020 included a $20 million increase to the U.S. income tax receivable from the passage of the CARES Act in March of 2020. Cash flows used for investing activities increased $8 million during the three months ended March 27, 2021 when compared to the same prior year period from increased capital spending. The increase also includes a $1 million non-voting investment in Anomera, Inc. Cash flows from financing activities changed by $8 million during the three months ended March 27, 2021 to cash used for investing activities of $3 million when compared to the same prior year period. The decline is primarily from a decrease in borrowings, net of payments, during the three months ended March 27, 2021, partially offset by cash paid for common stock repurchased in lieu of income taxes from the vesting of incentive stock grants which was $1 million higher during the current period. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1597672/000159767221000020/ryam-20210327.htm About Rayonier Advanced Headquartered in Jacksonville, Florida, Rayonier Advanced Materials Inc. -- http://www.rayonieram.com-- is a producer of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly found in filters, food, pharmaceuticals and other industrial applications. The Company also manufactures products for lumber, paper and packaging markets. The Company has manufacturing operations in the U.S., Canada, and France. Rayonier Advanced reported a net loss available to common stockholders of $31.03 million for the year ended Dec. 31, 2019. REVLON INC: Has Two Years to Try to Turnaround Company ------------------------------------------------------ Katherine Doherty of Bloomberg News reports that Ron Perelman's Revlon has bought itself more time for a business makeover. The cosmetics giant now has about two years to execute a turnaround, according to Bloomberg Intelligence analyst Phil Brendel. The company reported improving profits in recent earnings results following cost cuts and a pickup in makeup demand coming out of the pandemic. Revlon's maturity schedule is now effectively "cleared out" until June 2023, Brendel wrote, giving it two years to "grow into its over-leveraged capital structure." Debt investors are skeptical for now, though. Revlon's bonds due 2024 last traded around 39 cents on April 30, 2021. About Revlon Inc. Headquartered in New York, New York, Revlon, Inc. conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated, a corporation beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of Revlon's and Products Corporation's Board of Directors. * * * In July 2020, S&P Global Ratings lowered issuer credit rating on Revlon Inc. to 'CC' from 'CCC-'. Concurrently, S&P lowered its issue-level rating on the company's $880 million Brandco first lien term loan to 'CCC-' from 'CCC' and maintain '2' recovery rating. In addition, S&P lowered its issue-level rating on the remaining tranches of secured debt to 'C' from 'CC' and maintained '5' recovery rating. Lastly, S&P affirmed its 'C' issue-level rating on the company's two tranches of unsecured notes, the '6' recovery ratings remain unchanged. The negative outlook reflects S&P's expectation that it will lower its issuer credit rating on Revlon to 'SD' (selective default) and its issue-level rating on its February 2021 notes to 'D' after the transaction closes. The downgrade follows Revlon's announcement that it commenced an offer to exchange any and all of its outstanding amounts of 5.75% notes due February 2021 for a combination of new 5.75% notes due February 2024 and an early tender/consent fee. The existing noteholders will receive $750 principal amount of new notes for every $1,000 of existing notes tender and $50 of cash as an early tender/consent fee. Holders who tender their existing notes after the early tender deadline (Aug. 7, 2020) will receive only $750 principal amount of new notes for every $1,000 principal amount of existing notes tendered. SECURE HOME: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Secure Home Holdings, LLC. About Secure Home Holdings Newtown Square, Pa.-based Secure Home Holdings, LLC and its affiliates are a national provider of technologically advanced security solutions, including residential and commercial security systems, home automation systems, smoke and carbon monoxide detectors, and other security solutions in communities throughout the United States. On April 25, 2021, Secure Home Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10745). Secure Home had estimated assets and liabilities of $100 million to $500 million at the time of the filing. Judge J. Kate Stickles oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Skadden, Arps, Slate, Meagher & Flom, LLP as special bankruptcy counsel; M3 Advisory Partners, LP as financial advisor; and Raymond James & Associates, Inc. as investment banker. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. STEREOTAXIS INC: Reports 2021 First Quarter Financial Results ------------------------------------------------------------- Stereotaxis, Inc. issued a press release setting forth its financial results for the 2021 first quarter. "The highlight of the first quarter is Stereotaxis' return to robust double digit revenue growth with 50% topline growth," said David Fischel, chairman and CEO. "The results reflect the initial impact of the first wave of our strategic innovation plan." "During the quarter two robotic systems were shipped to hospitals establishing new robotic electrophysiology practices, triggering partial revenue recognition of those systems. Since the quarterly results two months ago, we received an additional purchase order for a robotic system in the United States." "We continue to advance a robust innovation pipeline. Our proprietary robotically-navigated magnetic ablation catheter is advancing methodically through required manufacturing and testing processes. We anticipate submitting for regulatory approval in Europe in September and for initiating a US pivotal trial shortly thereafter. At the end of the year we expect to showcase an additional set of innovations that will accelerate adoption of our robotic technology in electrophysiology and beyond. We are confident in the positive impact these innovations will have on patients, physicians, providers, and on Stereotaxis' financial and strategic foundation." "Our commercial and technological progress is being accomplished while remaining prudent with shareholder capital. We continue to invest in the team, infrastructure and projects that are critical for both near and long-term success, and are proud that we are able to do so while maintaining financial discipline." 2021 First Quarter Financial Results Revenue for the first quarter of 2021 totaled $8.6 million, a 50% increase from $5.8 million in the prior year first quarter. System revenue of $2.6 million reflects initial revenue recognition on the delivery of a Genesis RMN system to Europe and a Niobe system to China. Recurring revenue for the quarter was $5.8 million, compared to $5.5 million in the prior year first quarter. Gross margin for the first quarter of 2021 was 70% of revenue, with system gross margin of 45% and recurring revenue gross margin of 84%. Operating expenses in the quarter were $7.5 million including $1.4 million in non-cash stock compensation expense. Increased non-cash stock compensation expense is a reflection of an increased stock price and the previously announced CEO Performance Stock Plan. Excluding stock compensation expense, adjusted operating expenses in the current quarter were $6.2 million consistent with the prior year adjusted operating expenses of $6.1 million. Operating loss and net loss for the first quarter of 2021 were ($1.5) million, compared to ($2.1) million and ($2.0) million respectively in the previous year. Adjusted operating loss and adjusted net loss for the quarter, excluding non-cash stock compensation expense, were ($0.2) million compared to ($1.3) million in the prior year. Negative free cash flow for the first quarter was ($0.3) million, compared to ($2.2) million in the prior year first quarter. Cash Balance and Liquidity At March 31, 2021, Stereotaxis had cash and cash equivalents, including restricted cash and compensating balances, of $44.1 million. About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc. -- http://www.stereotaxis.com-- designs, manufactures and markets an advanced robotic magnetic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias by enabling enhanced safety, efficiency, and efficacy for catheter-based, or interventional, procedures. The Company's primary products include the Genesis RMN System, the Odyssey Solution, and related devices. The Company also offers to its customers the Stereotaxis Imaging Model S x-ray System. Stereotaxis reported a net loss of $6.65 million for the year ended Dec. 31, 2020, compared to a net loss of $4.59 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $55.45 million in total assets, $15.23 million in total liabilities, $5.60 million in series A convertible preferred stock, and $34.62 million in total stockholders' equity. SUNERGY CALIFORNIA: Edges Electrical Group Out as Committee Member ------------------------------------------------------------------ The U.S. Trustee for Region 17 disclosed in a notice filed with the U.S. Bankruptcy Court for the Eastern District of California that as of May 12, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 case of Sunergy California, LLC: 1. DEPCOM Power, Inc. Attn: Steve Chun, EVP Project Finance 9185 E. Pima Center Parkway, Suite 100 Scottsdale, AZ 85258 Phone: (510)579-4265 E-mail: schun@depcompower.com cscaglione@depcompower.com 2. XPO Global Forwarding, Inc. Attn: Stephanie Penninger, Esq. Senior Director Legal Counsel 11215 North Community House Road Charlotte, NC 28277 Phone: (704)956-6028 E-mail: Stephanie.Penninger@xpo.com Edges Electrical Group, LLC was previously identified as member of the creditors committee. Its name no longer appears on the new notice. About Sunergy California Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. It was founded in 2016 and is headquartered and has module production facilities in Sacramento, Calif. Sunergy California filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu Han, chairman, the Debtor disclosed total assets of $7,629,993 and total liabilities of $17,226,553. Judge Christopher M. Klein oversees the case. Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on March 17, 2021. The committee tapped Downey Brand, LLP as legal counsel and Dundon Advisers, LLC as financial advisor. TIMBER PHARMACEUTICALS: Reports $1.9M Net Loss in First Quarter --------------------------------------------------------------- Timber Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $1.91 million on $40,734 of grant revenues for the three months ended March 31, 2021, compared to a net loss attributable to common stockholders of $3.55 million on $26,907 of grant revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $9.77 million in total assets, $2.07 million in total liabilities, $1.94 million in redeemable series A convertible preferred stock, and $5.75 million in total stockholders' equity. The Company has no product revenues, incurred operating losses since Inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company had an accumulated deficit of approximately $20.1 million at March 31, 2021, a net loss of approximately $1.9 million, and approximately $1.8 million of net cash used in operating activities for the three months ended March 31, 2021. Timber said, "The Company will need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one or more of the Company's product candidates." "If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company's existing stockholders." "The impact of the worldwide spread of a novel strain of coronavirus ("COVID-19") has been unprecedented and unpredictable. Site activation and patient enrollment and data collection have been impacted by the COVID-19 pandemic in the larger and longer TMB-002 study, especially at our contracted test sites in Eastern Europe. We have experienced delays to the completion of recruitment and in the topline data readout for the TMB-002 program and we are currently working with our partners and the sites to better quantify this. The Company is also continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world and its assessment of the impact of COVID-19 may change." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1504167/000110465921064534/tm2111776d1_10q.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss of $15.12 million for the year ended Dec. 31, 2020. For the period from Feb. 26, 2019, through Dec. 31, 2019, the Company reported a net loss of $3.04 million. As of Dec. 31, 2020, the Company had $11.63 million in total assets, $2.11 million in total liabilities, $1.91 million in redeemable series A convertible preferred stock, and $7.61 million in total members' and stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 23, 2021, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TIMBERLINE FOUR: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Timberline Four Seasons Utilities, Inc. About Timberline Four Seasons Utilities Timberline Four Seasons Utilities, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 21-00125) on March 11, 2021, listing under $1 million in both assets and liabilities. Judge: David L Bissett oversees the case. Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC, represents the Debtor as legal counsel. TRI MECHANICAL: Court Approves Disclosure and Confirms Plan ----------------------------------------------------------- Judge A. Benjamin Goldgar has entered an order approving the Trustee's Amended Disclosure Statement of Tri Mechanical, LLC, and confirming the Plan. Rodd "JR" Duff is the sole bidder for the membership interest in the reorganized debtor and so is approved as the purchaser of the membership interest. On or before June 9, 2021, the Trustee must file and serve a written report of status of all initial payments required and made for each class treated under the Plan. This matter is continued for post-confirmation status hearing on June 21, 2021, at 10:00 a.m. About Tri Mechanical Tri Mechanical LLC is a full-service contracting company that provides design and build services, equipment, installations, replacement and upgrade of current systems, and retrofitting services. Tri Mechanical sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 20-11762) on May 31, 2020. The petition was signed by Rodd Duff, manager. At the time of the filing, Debtor disclosed total assets of $157,155 and total liabilities of $2,551,893. Judge Jacqueline P. Cox oversees the case. David P. Lloyd, Esq. is Debtor's legal counsel. On Oct. 19, 2020, Thomas E. Springer was appointed as trustee in this chapter 11 case. Joshua D. Greene and the law firm of Springer Larsen Greene, LLC serve as his attorneys. US CELLULAR: Fitch Rates on Proposed Unsec. Notes Due 2070 'BB+' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR4' rating to USM's (or United States Cellular, a subsidiary of Telephone and Data Systems, Inc. [TDS]) proposed offering of senior unsecured notes maturing June 1, 2070. Net proceeds from the offering may be used to repay existing notes and for other general corporate purposes, such as the purchase of additional spectrum and funding of capital expenditures, including 5G-related spend. The notes will be senior unsecured obligations and will rank on parity with USM's existing and future senior unsecured obligations. TDS' and USM's Long-Term Issuer Default Ratings (IDRs) are 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS Wireless Market Position: Fitch's ratings incorporate the smaller size of TDS' main operating unit, USM, in a market dominated by three national wireless operators, following T-Mobile's acquisition of Sprint on April 1, 2020. This concern is mitigated by TDS' financial flexibility, arising from its low leverage and comfortable liquidity position. During 2020, USM posted 25,000 net adds of postpaid subscribers versus the 89,000 net loss in 2019, largely due to a decline in churn during the pandemic and higher demand for connected devices offsetting declines in handset gross adds. As of March 31, 2021, the total postpaid subscriber base was approximately 4.4 million. Leverage Well within Fitch's Expectations: Fitch calculates TDS' gross leverage at 2.1x as of Dec. 31, 2020, including partnership distributions received from non-controlling entities (2.4x without). In calculating gross leverage, Fitch has assumed deconsolidation of FS activity related to USM's EIP receivables, making adjustments for FS assets and corresponding debt. Fitch assumes a capital structure for FS operations, which is strong enough to indicate that FS activities are unlikely to be a cash drain on industrial operations over the rating horizon. The FS entity's target capital structure considers the relative quality of EIP receivables and its funding and liquidity. Fitch believes TDS' low debt leverage provides the company with sufficient room within its current rating sensitivities to incur additional debt over the next few years, required to fund its aggressive projected investment plan. Fitch believes these investments, together with spectrum spending, are critical to maintain and enhance the network infrastructure, including investment in the 5G network, to remain competitive in the longer run. Fitch expects core leverage to increase to approximately 2.6x by fiscal year-end (FYE) 2023. Adequate Liquidity Profile: TDS and USM's ratings reflect sufficient financial flexibility over the forecast, owing to adequate cash balances, undrawn revolving credit facilities, low leverage and long-dated debt maturities, compensating for negative FCFs that Fitch expects over the rating horizon, due to increased capital spending and spectrum purchases. As of March 31, 2021, TDS had a cash balance of $1,042 million and a combined revolver availability of $700 million, excluding outstanding letters of credit. During 1Q21, TDS issued $420 million in preferred stock and made additional borrowings on the term loans. During 2020, USM issued $1 billion in combined notes offerings, and increased the size of each of its securitization facility and term loan facility to $300 million. TDS entered into a new $200 million term loan credit facility in March 2020 to fund spectrum spending and fiber investments on the TDS telecom side. Fitch believes the company is fully funded for its 2021 capital needs. Spectrum Acquisitions: The Federal Communications Commission (FCC) announced the winning bidders in the C-Band spectrum auction on Feb. 24, 2021. USM was the fourth largest purchaser, winning wireless spectrum licenses in the 3.7-3.98 Gigahertz (Ghz) band for a total value of approximately $1.28 billion for 254 licenses. This acquisition builds on the company's spectrum inventory, which includes millimeter wave spectrum licenses in 37GHz, 39GHz and 47GHz bands obtained in June 2020; the 24GHz and 28GHz spectrum licenses acquired in 2019; and the 600 megahertz spectrum licenses acquired in 2017, all of which will form the basis for the company's 5G network. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with financial flexibility should the need arise as it pursues growth investments. DERIVATION SUMMARY TDS's ratings reflect USM's weaker competitive position in the U.S. wireless industry, which is dominated by three national players: AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BB+/Stable), based on scale and number of subscribers. However, this rating concern is largely mitigated by TDS' adequate liquidity profile and sufficient financial flexibility, supported by adequate cash balances and approximately $700 million in combined (TDS and USM) revolver availability over the forecast and its generally longer-dated maturity profile. Additionally, the EIP receivables securitizations provide an additional funding opportunity. Fitch expects FCF to be negative for the next several years, due to the elevated capital investments. However, the company has the ability to roll back capex if needed, as a significant part of the capex is success-based. On the wireline side, TDS is comparable with rural-focused incumbent wireline providers such as Windstream Services, LLC (NR) and Frontier Communications Holdings, LLC. (BB-/Stable). However, compared with these companies, TDS has a conservative balance sheet with a lower leverage profile, a comparable liquidity position, long-dated maturities and greater financial flexibility. No Country Ceiling, parent/subsidiary or operating environment aspects affect the ratings. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Fitch expects 2021 revenue to grow at low single digits, driven by continued strength in ARPU partially offset by moderately lower gross adds and a higher churn. Fitch expects churn to increase to pre-pandemic levels of 1.2% to 1.3% over the forecast, as 2020 saw lower switching activity during the pandemic. Fitch expects roaming revenue to remain pressured due to the Sprint-T-Mobile merger and the migration of Sprint roaming traffic to T-Mobile's network. -- EBITDA for 2021 is expected to be moderately lower than in 2020. Fitch expects overall EBITDAR margins to average near 26.5% during the rating horizon. -- Capex intensity in 2021 is assumed to be elevated in the low- to mid-20x range as the company continues spending on network modernization, deployment of 5G and fiber expansion in TDS Telecom within and outside its footprint. Fitch has assumed significant incremental spending related to spectrum acquisition in 2021. -- Share repurchases of $25 million each year are assumed over the forecast. -- Fitch has provided 50% equity credit to preferred stock issuance. -- To determine core telecom leverage, Fitch has applied a 1:1 debt to equity ratio to the company's handset receivables. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch believes that competitive factors coupled with TDS' relative position in the wireless industry would not likely allow a positive rating action in the near term. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- In the longer term, Fitch believes TDS and USM's ability to grow revenues and cash flows while competing effectively against much larger national operators will be key to maintaining their 'BB+' IDRs. In addition, if core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaches 3.5x, or if FFO net leverage approaches 3.0x, a negative rating action could be contemplated. 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 Profile: TDS has a cash balance of $1,042 million as of March 31, 2021. Of this, USM holds approximately $479 million. In addition, the company has a substantial combined availability of approximately $697 million, net of LCs, on the revolvers at TDS and USM. USM is fully borrowed on its $300 million EIP receivables securitization facility as of March 31, 2021. In addition, the USM term loan credit facility was amended in June 2020 to increase the borrowing commitment to $300 million. During 1Q'21, the company borrowed the remaining $217 million and is fully borrowed as of March 31, 2021. The $200 million TDS term loan is also fully drawn as of March 31, 2021. TDS and USM's ratings reflect the current adequate liquidity position and financial flexibility owing to comfortable cash balances, availability under revolving credit facilities and generally long-dated maturities, offsetting pressures from expected negative free cash flows over the forecast. Debt Structure Updates: In January 2020, TDS entered into a $200 million term loan credit facility with Co-bank and TDS. The main financial covenants on the term loan facility require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio of no more than 3.25x. TDS also entered into new revolving facilities and terminated the previous revolving facilities at TDS and USM. The new revolvers retained the original commitments of $400 million and $300 million at TDS and USM, respectively, and effectively extended maturities two years out from 2023 to 2025. As of March 31, 2021, TDS and USM had a borrowing capacity $399 million and $298 million under their respective revolving facilities. The main financial covenants in the TDS revolving facility and USM's revolving and term loan facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x. In August and December 2020, USM issued $500 million each of 6.25% senior notes due in 2069 and 5.5% senior notes due in 2070. The proceeds from both issuances will be used for general corporate purposes, including repayment of other debt, spectrum purchases and capex, including in connection with 5G buildout projects. The earliest note maturity at TDS is in 2045 ($116 million) and at USM, in 2033 ($544 million face value). In March 2021, TDS issued $420 million in preferred stock. The preferred stock has no maturity date but may be redeemed in whole but not in part, at any time prior to March 31, 2026, upon occurrence of a defined ratings event; and in whole or in part after March 31, 2026, in each case, in cash. The preferred notes rank junior to the company's entire existing and future senior debt. Fitch provides a 50% equity credit to the preferred notes. SUMMARY OF FINANCIAL ADJUSTMENTS Adjustments for outstanding EIP receivables related to financial services operations (assessed using a 1.0x debt to equity ratio) resulted in a reduced level of debt used in calculating Fitch's leverage metrics by approximately $500 million (as of YE19). Fitch provides 50% equity credit to TDS' preferred notes. 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. US CELLULAR: Moody's Rates New Sr. Unsecured Notes 'Ba1' -------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to United States Cellular Corporation's (US Cellular) proposed offering of senior unsecured notes. US Cellular's other ratings and outlook remain unchanged. US Cellular is expected to use a portion of the net proceeds from the senior unsecured notes to redeem some or all of the company's outstanding 7.25% senior notes due 2064, with the remainder, if any, to be used for general corporate purposes which may include the repayment of other indebtedness, the purchase of additional spectrum and the funding of capital investments, including in connection with 5G buildout projects. US Cellular is an 82% owned subsidiary of Telephone and Data Systems, Inc. (TDS, Ba1 stable); TDS's other ratings and outlook are unchanged. Assignments: Issuer: United States Cellular Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) RATINGS RATIONALE The Ba1 corporate family rating benefits from the company's modest leverage, very good liquidity, a fairly conservative controlling shareholder and several valuable non-core investments, including the US's fifth largest wireless tower portfolio and a 5.5% minority stake in a wireless partnership with Verizon Communications, Inc. (Baa1 stable) in the Los Angeles market. Moody's believes US Cellular's tower portfolio and wireless partnership stake could be effectively monetized either partly or fully in order to provide additional financial flexibility if necessary. US Cellular's rating is constrained by its limited scale and the intense competitive challenges that it faces as a relatively small regional wireless operator in a consolidating wireless market comprised currently of three primary nationwide wireless operators. US Cellular remains in a significant buildout phase as it continues progress on deploying commercial 5G wireless services. The company is investing in network, equipment and spectrum licenses critical to maintaining its competitive positioning and retaining and attracting customers. Similar to the overall wireless industry, US Cellular's results demonstrated demand resilience in 2020 despite some negative impacts from the Covid pandemic, which have been abating since the second half of 2020. Gross handset additions in the first quarter of 2021 were up 15.6% compared to the prior year's comparable period, and overall net additions were significantly stronger versus Q1 2020 as well. US Cellular's low total postpaid churn of 1.12% in Q1 2021, down both sequentially and versus the prior year's comparable period, underscores relatively strong customer stability. Primarily comprised of postpaid subscribers, US Cellular's 5.0 million total retail postpaid and prepaid connections at the end of Q1 2021 have been trending slowly upwards over the last few quarters. US Cellular's company-defined adjusted EBITDA margin improved slightly to 29.5% in Q1 2021 from 29.2% in the prior year's comparable quarter, with lower SG&A expense a main driver. Moody's believes US Cellular's lack of scale will limit its ability to significantly improve margins and cash flow until its 5G strategy is more fully implemented. TDS's SGL-1 speculative grade liquidity rating indicates Moody's expectation that the company will sustain very good liquidity through the next 12 to 18 months. TDS maintains a strong liquidity profile characterized by large cash balances and no material debt maturities until 2033, except for TDS's $200 million term loan due 2027 and US Cellular's $300 million term loan due 2027. As of March 31, 2021, TDS had aggregate cash, cash-equivalents and short-term investments of $1.0 billion and a $400 million committed bank credit facility, of which $100 million was drawn in May 2021 not including letters of credit. US Cellular also maintains its own revolving credit facility of $300 million, which was undrawn as of March 31, 2021 not including letters of credit. Both companies' credit facilities expire in March 2025. US Cellular also has a $300 million receivables securitization agreement to permit secured borrowings under its equipment installment plan receivables for general corporate purposes, of which the full amount was drawn as of March 31, 2021. For year-end 2021, Moody's expects TDS's capital spending to be almost $1.3 billion (before Moody's adjustments) and dividends and capital distributions to minority partners to be about $80 million, resulting in about $220 million of negative free cash flow. Existing cash balances and external liquidity sources are more than ample to fund negative free cash flow. Moody's expects negative free cash flow to persist in 2022 at around the same level as 2021 due to capital investing activity in US Cellular's 5G-related network modernization plans. Moody's expects continued but prudent capital investment intensity at TDS's wireline subsidiary under its targeted fiber overbuild strategy. Moody's expects these buildouts will be met with internal and external sources of liquidity sufficient to fund any cash shortfalls. TDS is a controlled company because over 50% of the voting power for the election of directors of TDS is held by the trustees of the TDS Voting Trust. The company's financial policies are conservative, including maintaining a strong balance sheet with ample liquidity allowing optionality and flexibility. TDS employs a conservative financial policy with long dated repayment obligations. The company's moderate leverage is necessary in light of the competitive nature of its end markets and the high capital investing requirements which may result in periods of negative free cash flow. TDS has a $250 million share repurchase authorization, that does not have an expiration date. As of March 31, 2021, up to $182 million in shares may be repurchased under this authorization. As of March 31, 2021, US Cellular also has authorization to repurchase up to 4,452 thousand of its own shares. Moody's believes repurchases of stock will remain measured, as in the past. US Cellular regularly repurchases its own stock, and as a result of these repurchases, TDS maintains an 80% or greater ownership stake in US Cellular. In May 2021, TDS initiated a borrowing of $100 million under its revolving credit agreement. Moody's expects TDS will continue to draw down its revolver during 2021 with a term out financing of some kind later in the year. The instrument ratings reflect both the probability of default of TDS, as reflected in the Ba1-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. TDS and US Cellular's senior unsecured revolvers and US Cellular's senior unsecured term loan (all unrated) are ranked ahead of US Cellular's senior unsecured notes to reflect the unconditional guarantees provided by certain TDS and US Cellular subsidiaries. The senior unsecured notes of US Cellular, TDS's largest operating subsidiary, are rated Ba1 (LGD4) based on structural seniority relative to the unsecured notes of TDS with respect to the US Cellular assets. The Ba2 (LGD6) rating on TDS's senior unsecured notes reflects structural seniority relative to unsecured notes of US Cellular with respect to the assets of TDS. The Ba3 (LGD6) rating of TDS's cumulative redeemable perpetual preferred stock reflects its junior position in the capital structure and is one notch below the Ba2 rating on TDS's senior unsecured debt. The stable outlook reflects Moody's view that TDS and its US Cellular subsidiary will demonstrate stable to growing revenue in 2021 and 2022 and that TDS's consolidated leverage (Moody's adjusted) will remain below 3.5x for the next two years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING: Moody's would consider an upgrade if TDS's consolidated leverage (Moody's adjusted) were sustained below 2.5x and free cash flow as a percentage of debt grew to the mid to high single-digits accompanied by consistent revenue and profitability growth. Moody's could downgrade TDS's ratings if consolidated leverage is likely to be above 3.5x (Moody's adjusted) for an extended period and free cash flow remains negative or if revenue and profitability trends weaken and persist. Also, a decision by US Cellular or TDS Telecom to sell a material amount of assets (such as spectrum, towers or wireline properties) and distribute proceeds to shareholders could also lead to a ratings downgrade The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Headquartered in Chicago, Illinois, Telephone and Data Systems, Inc. (TDS) is a diversified telecommunications company with approximately 5.0 million wireless customers and 1.2 million wireline and cable connections in 32 states within the US. TDS provides wireless operations through its 82% owned subsidiary, US Cellular, and conducts its wireline and cable operations through its wholly owned subsidiary, TDS Telecommunications Corporation. VALLEY FARM: Wants Plan and Disclosures Deadline Moved to Aug. 17 ----------------------------------------------------------------- Valley Farm Supply, Inc., requests that the Bankruptcy Court extend the time for filing a Plan and Disclosure Statement: The Debtor is in negotiations concerning potential postpetition financing. If financing can be obtained, the Debtor believes it will be in a position to propose a confirmable Plan. However, it appears unlikely the May 17 deadline can be met. Accordingly, Valley Farm Supply requests that the Court extend the time for filing of a Plan and Disclosure Statement through Aug. 17, 2021, still less than one year from the filing date. About Valley Farm Supply Valley Farm Supply, Inc., a wholesaler of farm product raw materials based in Nipomo, California, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11072) on Sept. 2, 2020. The petition was signed by Peter Compton, president. At the time of filing, the Debtor disclosed total assets of $3,711,542 and total liabilities of $8,460,250. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Beall & Burkhardt, APC, as counsel; Terence J. Long as restructuring consultant; and McDermott & Apkarian, LLP as accountant. Community Bank of Santa Maria, as secured creditor, is represented by Sandra K. McBeth, Esq. Simplot AB Retail, Inc., as secured creditor, is represented by Hagop T. Bedoyan, Esq. VIP PHARMACY: Wins Cash Collateral Access Thru May 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has authorized VIP Pharmacy Inc. to use cash collateral on an interim basis through May 31, 2021. Prior to the Petition Date, Woori America Bank extended a commercial loan in the original principal amount of $1.1 million to the Debtor, KBS Pharmacy, Inc., Shri Santram Corporation, and Big Oak Pharmacy Inc, as co-borrowers, which is evidenced by a Promissory Note dated July 19, 2016. The outstanding principal amount due to the Bank under the Pre-Petition Loan as of April 12, 2021, was $623,023, and the Debtor is obligated to pay the Bank certain other amounts under the terms of the Pre-Petition Loan, including interest, attorneys' fees, collection costs, late charges, and other charges of the Bank. The Bank consents to the Debtor's use of Cash Collateral to pay ordinary and customary business expenses of the Debtor as more fully set forth in the budget. As adequate protection for the Debtor's use of Cash Collateral, the Bank is granted a first lien upon and security interest in all of the Debtor's now existing and hereafter acquired assets of the same nature and extent as the Pre-Petition Collateral. Any Cash Collateral that is used by the Debtor and not secured by the Pre-Petition Collateral or the Post-Petition Collateral will constitute a cost and expense of administration in this Chapter 11 case and will have a superpriority status pursuant to Bankruptcy Code section 364(c)(1) and thus will be paid ahead of all other costs and expenses of administration. During the term of the Stipulation, the Debtor will pay to the Bank adequate protection payments on the Pre-Petition Loan in an amount equal to the regular monthly principal and interest payment amount(s) no later than the first day of every month in immediately available funds. The Debtor will also pay all insurance premiums necessary to maintain adequate insurance coverage on all of the Debtor's assets and will pay all taxes as and when due. These events constitute Events of Default: a. The Debtor fails to keep, observe or perform any of its agreements or undertakings in the Order including, but not limited to, all reporting provisions contained in the Order; b. The Debtor furnishes or makes any material false, inaccurate or incomplete representation, warranty, certificate, report or summary in or under this Stipulation; c. The Debtor suffers the appointment of a trustee; or d. The Debtor's Chapter 11 case is converted to a case under Chapter 7 of the Bankruptcy Code. A further hearing on the matter is scheduled for May 26, 2021 at 11 a.m. A copy of the order is available for free at https://bit.ly/2RHitGa from PacerMonitor.com. About VIP Pharmacy, Inc. VIP Pharmacy Inc. is a privately held company in the health care business. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 1-10428) on February 23, 2021. In the petition signed by Kaushal Patel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Eric L. Frank oversees the case. Paul Winterhalter, Esq. at OFFIT KURMAN, P.A. is the Debtor's counsel. Woori America Bank, as Lender, is represented by Charles N. Shurr, Jr., Esq. at KOZLOFF STOUDT. VOYAGER AVIATION: Fitch Lowers LT IDR to 'RD', Outlook Stable ------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Voyager Aviation Holdings, LLC (Voyager) and Voyager Finance Co. to 'RD' (Restricted Default) from 'C', following the completion of the company's debt restructuring on May 10, 2021, which Fitch viewed as a distressed debt exchange (DDE). Subsequent to the DDE, Fitch has upgraded Voyager and Voyager Finance Co.'s IDRs to 'B' from 'RD'. The Rating Outlook is Stable. Concurrently, Fitch has upgraded the unsecured debt rating on the $6.2 million of notes maturing in August 2021 to 'CCC+'/'RR6' from 'C'/'RR6'. Fitch has also upgraded the existing senior secured debt ratings held by Voyager's subsidiaries to 'BB'/'RR1' from 'CCC'/'RR1'. Fitch has subsequently withdrawn the ratings of the existing senior secured debt held by Voyager's subsidiaries for commercial purposes. KEY RATING DRIVERS The rating downgrade to 'RD' reflects Fitch's view that the exchange of 98.5% (approximately $409.1 million) of Voyager's $415.3 million of senior unsecured notes maturing in August 2021 for $147.3 million of newly issued senior secured notes maturing in May 2026, approximately $197 million of cumulative perpetual preferred shares and all common equity of the company represents a DDE, as outlined in Fitch's "Distressed Debt Exchange Criteria". Fitch believes the debt exchange resulted in some economic loss to the creditors, compared with the original contractual terms, and was conducted to avoid bankruptcy, similar insolvency proceedings or a traditional payment default. The subsequent upgrade of the IDRs to 'B' reflects Voyager's business model of owning and leasing predominantly young, widebody aircraft; its long-term lease contracts and corresponding cash flows; improved leverage following the DDE and the lack of immediate funding needs. Rating constraints include Voyager's largely secured funding profile, limited liquidity, relatively short track record, and smaller and less liquid fleet of widebody aircraft, when compared with other aircraft lessors focused on more broadly utilized/traded narrowbody aircraft, which results in meaningful lessor concentrations. At YE20, Voyager's fleet consisted of 18 aircraft with an average age of 5.9 years and an average remaining lease term of 6.0 years. All of the company's customers were current on their lease agreements at YE20 with the exception of Philippine Airlines (PAL), which has historically represented more than 20% of the company's revenue. Voyager tends to lease to well-established and/or flagship carriers, which may be more likely to receive government support, somewhat mitigating the company's high customer and geographic concentrations and exposure to widebody aircraft. Despite its long-dated contractual lease stream, and consistently positive operating cash flow generation, the company's profitability is weak given high depreciation and interest expenses. The company reported losses over the past two years and Fitch expects Voyager will remain unprofitable through the Rating Outlook horizon. Fitch estimates Voyager's leverage, measured as debt to tangible equity, will be 1.8x after giving effect to the restructuring (and treating the preferred securities as equity); down from 3.8x as of Dec. 31, 2020. Pro forma leverage falls within Fitch's 'bb' quantitative leverage benchmark range of 0.6x-5.5x for balance sheet intensive finance and leasing companies with an operating environment score in the 'bb' category. Fitch believes the low leverage is appropriate given Voyager's concentrated lease portfolio. Fitch anticipates that Voyager will have sufficient near-term liquidity to continue its operations. At Dec. 31, 2020, the firm had $38 million in unrestricted cash on the balance sheet, no order book and a debt amortization profile which closely matches lease revenue. Fitch expects Voyager will have unrestricted cash in the range of $40 million-$45 million at closing of the restructuring and will repay the remaining $6.2 million of senior unsecured notes with cash on hand prior to their maturity on Aug. 15, 2021. After restructuring, Fitch estimates Voyager's scheduled principal payments will total $141 million in 2021 as of Dec. 31, 2020. Fitch believes contractual lease revenues are sufficient to service secured debt and fund operating expenses, absent material lessee defaults or deferrals. The Stable Outlook reflects Fitch's expectation that Voyager's credit metrics will be able to withstand possible headwinds from the exposure to PAL, the resolution of which could negatively affect the company's future cash flows and result in possible impairment charges which could erode equity, thus increasing leverage. Fitch notes the exposure to PAL is somewhat mitigated by the nature of the company's secured funding agreements, whereby Voyager does not grant payment deferrals or restructure leases without participation and consent of the secured lenders, which have historically agreed to loan modifications to accommodate updated cash flows from the customers. The ratings of the existing senior unsecured notes are two notches below Voyager's IDR reflecting poor recovery prospects in a stress scenario, as all aircraft collateral is pledged to other bankruptcy-remote secured borrowing facilities. The senior secured facility rating is three notches above Voyager's IDR reflecting outstanding recovery prospects for secured debtholders under a stress scenario given the collateral pledged to the facilities. SUBSIDIARY AND AFFILIATE RATINGS The IDR assigned to Voyager Finance Co. reflects the guarantee from Voyager. Therefore, the ratings are equalized with Voyager's IDR. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Enhanced scale and lessee diversification, provided such actions are undertaken at a moderate pace and do not adversely affect underwriting or pricing terms, an easing of the health crisis which is met with a general resumption of air travel and broader economic activity returning towards pre coronavirus levels, a return to sustained profitability and the maintenance of leverage below 5x could be positive for ratings. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- The ratings could be downgraded in the event of an adverse outcome of the PAL restructuring, including the airline rejecting a meaningful proportion of the aircraft leased to it by Voyager, leading to large impairment charges, a weakening of the company's long-term cash flow generation, profitability and liquidity position and higher leverage. A sustained increase in leverage above 5x would also be viewed negatively. -- The ratings of unsecured debt are sensitive to the relative recovery prospects of the instruments. SUBSIDIARY AND AFFILIATE RATINGS The IDR assigned to Voyager Finance Co. is linked to the IDR of Voyager and 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. WB SUPPLY: U.S. Trustee Appoints Two New Committee Members ---------------------------------------------------------- The U.S. Trustee for Region 3 on May 12 appointed ThyssenKrupp Materials NA and Beck Resources as new members of the official committee of unsecured creditors in the Chapter 11 case of WB Supply, LLC. The committee is now composed of: 1. C.I.S. Investments, L.L.C. dba Triangle Metals Attn: Aaron Weaver P.O. Box 820 Bixby, OK 74008 Phone: 918-827-2470 Fax: 918-827-4766 E-mail: Aaron@trianglemetal.com 2. Texas Pipe and Supply Company. Ltd. Attn: Adam Halverson 2330 Holmes Road Houston, TX 77051 Phone: 713-799-5771 E-mail: adamh@texaspipe.com 3. Scheele Engineering Corporation dba SECOR Attn: Kelley Sandlin 17321 Groeschke Road Houston, TX 77084 Phone: 281-647-7620 Fax: 281-647-7620 E-mail: k.sandlin@secoronline.com 4. ThyssenKrupp Materials NA Attn: Christiane Stuart 2700 Post Oak Blvd., Suite 1100 Houston, TX 77056 Phone: 713-560-4965 E-mail: Christiane.stuart@thyssenkrupp materials.com 5. Beck Resources Attn: Terry Beck P.O. Box 594 Hennessey, OK 73742 Phone: 405-853-7279 E-mail: terryb@beckresources.com About WB Supply LLC WB Supply LLC is a privately held pipe and supply company based in Pampa, Texas. Founded in 1971, WB Supply has grown to more than a dozen locations in multiple states, including Texas, Oklahoma and New Mexico. WB Supply sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal counsel, Great American Global Partners, LLC as liquidation agent, and EHI, LLC, a division of KBF CPAS LLP as restructuring advisor. Stretto is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's case on April 29, 2021. The committee is represented by William A. Hazeltine, Esq. WESTERN HERITAGE: Unsecureds to Be Paid Promplty After Confirmation ------------------------------------------------------------------- Single asset real estate chapter 11 case Western Heritage Investments, LLC, has filed a First Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor entered into a Stipulation with National Loan Acquisition Company. It provided for monthly payments to NLAC, providing insurance on the property and paying all postpetition real estate taxes as they came due. The Court has approved the Stipulation as of the date of this Disclosure Statement. The Debtor believes that there may be an error in the Proof of Claim filed by NLAC. The Debtor believes that all of his payments may not have been credited to his account. The Debtor also believes that certain items (2 front end loaders) were sold and his account was not credited for the amounts received by NLAC, who sold them. Finally, the Debtor believes that the interest charged may be erroneous. The Plan will treat claims as follows: * Class 3 Secured Claim. National Loan Acquisition Company totaling $671,194. Debtor shall pay to this creditor the sum of $3,505.44 per month. Class 3 is impaired. * Class 4 Unsecured Claims. Any unsecured claims will be paid within 10 days after confirmation. * Class 5 Administrative Claims. All Administrative Claims shall be paid immediately after confirmation. Class 5 is impaired. The Debtor believes it will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Such funds will be contributions from Baljit Nanda. Nanda will be the manager of the Debtor post-confirmation. In the event he locates an investor, the new investor may have a role in the management of the Debtor, post-confirmation. Attorney for the Debtor: Martin J. Martelle Luke Gordon MARTELLE, GORDON & ASSOCIATES 5995 W. State St. Ste A Boise, ID 83 703 Telephone: (208) 938-8500 Facsimile: (208) 938-8503 E-mail: attorney@martellelaw.com A copy of the First Amended Disclosure Statement is available at https://bit.ly/3bjtODe from PacerMonitor.com. About Western Heritage Investments Western Heritage Investments, LLC, is the owner of a fee simple title to a property located in Vale, Ore., valued at $1.2 million. Western Heritage Investments filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-01051) on Dec. 10, 2020. Baljit Nanda, the managing member, signed the petition. At the time of the filing, the Debtor disclosed $1,200,000 in total assets and $560,142 in total liabilities. Judge Joseph M. Meier oversees the case. Martelle, Gordon & Associates, led by Martin J. Martelle, Esq., serves as the Debtor's legal counsel. YIELD10 BIOSCIENCE: Incurs $2.56 Million Net Loss in First Quarter ------------------------------------------------------------------ Yield10 Bioscience, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.56 million on $196,000 of total revenue for the three months ended March 31, 2021, compared to a net loss of $3.60 million on $179,000 of total revenue for the three months ended March 31, 2020. As of March 31, 2021, the Company had $27.57 million in total assets, $4.47 million in total liabilities, and $23.09 million in total stockholders' equity. Yield10 ended the first quarter of 2021 with $22.7 million in unrestricted cash and investments; a net increase of $13.0 million over unrestricted cash and investments of $9.7 million as of Dec. 31, 2020. During the three months ended March 31, 2021, the Company raised $12.7 million, before offering costs of $0.7 million, from an underwritten public offering of 1,040,000 shares of common stock and received additional cash proceeds of $3.9 million from investors who exercised 481,973 warrants issued in the Company's November 2019 securities offering. Net cash used by operating activities during the first quarter of 2021 was $2.6 million compared to $2.3 million used in the first quarter of 2020. The Company continues to estimate total net cash usage during the full year 2021 within a range of $10.0 - $11.0 million. The Company's present capital resources are expected to fund its planned operations into the first quarter of 2023. Yield10's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing, including public or private equity financing, secured or unsecured debt financing, and receipt of additional government research grants, as well as licensing or other collaborative arrangements. Management's Comments "We remain solidly on track for progressing our technical and business plans to support a specialty products business based on our Camelina platform," said Oliver Peoples, Ph.D., president and chief executive officer of Yield10 Bioscience. "During 2021, we will scale-up seed production of certain new Camelina varieties as well as evaluate our novel yield traits in multi-site field trials conducted in the U.S. and Canada. We are also creating strong option value for our performance traits discovered using our GRAIN platform by providing access to our novel trait discoveries through research license agreements to leading seed companies by enabling them to evaluate our traits in the major commercial crops. "We have commenced scale-up of seed production for our new Camelina varieties, a step required for early commercial-scale planting and for producing nutritional oils and meal for sampling to prospective customers. Scale-up of two of our best prototype PHA bioplastic lines is ongoing in parallel with the development of commercial quality PHA bioplastic lines with the goal of increasing PHA content in the seed. We plan to use PHA Camelina seed from this year's harvest for larger scale field work in 2022 as well as for initial product evaluation. Permitting for field testing of our regulated traits is substantially complete and we expect planting to be completed in the second quarter. "Under our collaboration with Rothamsted Research, we are well-positioned with an exclusive option to commercialize advanced omega-3 (DHA+EPA) oil technology developed as a sustainable solution for the aquaculture feed market. In the first quarter, the U.S. Patent and Trademark Office granted to Rothamsted the first patent covering the co-production of omega-3 components DHA and EPA in Camelina. We have ramped up our business development efforts on this technology with a focus on the South American market including establishing agreements with a seed service provider for evaluation of multiple Camelina varieties in Argentina. Planning and business development activities are also underway in Chile aimed at establishing relationships with growers and oilseed crushers as part of our regulatory activities working toward the approval of Camelina oil and meal in aquaculture feed. The Chilean salmon feed industry is our initial target market for the Camelina omega-3 (DHA+EPA) oil product. In 2021, as we chart a regulatory path forward for commercialization of omega-3 oil and meal, Rothamsted will conduct additional development and seed scale-up activities with its lead Camelina line, pending the lifting of certain COVID restrictions in the U.K. "We also strengthened our balance sheet in early 2021 which we anticipate will support the achievement of milestones and other advancements in the coming quarters as we execute against our core business strategy of utilizing Camelina as a platform crop to produce fuel, food and PHA bioplastic," said Dr. Peoples. COVID-19 Impact on Operations Yield10 said, "The Company has implemented business continuity plans to address the COVID-19 pandemic and minimize disruptions to ongoing operations. To date, despite the pandemic, we have been able to move forward with the operational steps required to execute our 2021 field trials in Canada and the United States. However, it is possible that any potential future closures of our research facilities, should they continue for an extended time period, could adversely impact our anticipated time frames for evaluating and/or reporting data from our field trials and other work we plan to accomplish during 2021 and beyond." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1121702/000112170221000031/yten-20210331.htm About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an agricultural bioscience company that uses its "Trait Factory" and the Camelina oilseed "Fast Field Testing" system to develop high value seed traits for the agriculture and food industries. Yield10 is headquartered in Woburn, Massachusetts and has an Oilseed Center of Excellence in Saskatoon, Saskatchewan, Canada. Yield10 Bioscience reported a net loss of $10.21 million for the year ended Dec. 31, 2020, compared to a net loss of $12.95 million for the year ended Dec. 31, 2019. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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